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Anteris Technologies Global Corp. Capital/Financing Update 2024

Dec 19, 2024

33869_rns_2024-12-19_fcf288c9-6742-4463-b619-f51ab9100eba.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

20 December 2024

SEC Form 8-K filing – Redemption of Obsidian convertible note

Anteris Technologies Global Corp. (NASDAQ: AVR, ASX: AVR) ( Anteris or the Company ) has filed the attached Current Report on Form 8-K with the U.S. Securities and Exchange Commission regarding matters associated with redemption of the convertible notes held by Obsidian Global Partners, LLC.

ENDS

About Anteris Technologies Global Corp. (NASDAQ: AVR, ASX: AVR)

Anteris[®] Technologies Global Corp. (NASDAQ: AVR, ASX: AVR) is a global structural heart company committed to designing, developing, and commercializing cutting-edge medical devices to restore healthy heart function. Founded in Australia, with a significant presence in Minneapolis, USA (a MedTech hub), Anteris is a science-driven company with an experienced team of multidisciplinary professionals delivering restorative solutions to structural heart disease patients.

Anteris’ lead product, the DurAVR[®] Transcatheter Heart Valve (THV), was designed in partnership with the world’s leading interventional cardiologists and cardiac surgeons to treat aortic stenosis – a potentially lifethreatening condition resulting from the narrowing of the aortic valve. The balloon-expandable DurAVR[®] THV is the first biomimetic valve, which is shaped to mimic the performance of a healthy human aortic valve and aims to replicate normal aortic blood flow.

DurAVR[® ] THV is made using a single piece of molded ADAPT[®] tissue, Anteris’ patented anti-calcification tissue technology. ADAPT[®] tissue, which is FDA-cleared, has been used clinically for over 10 years and distributed for use in over 55,000 patients worldwide.

The DurAVR[®] THV System is comprised of the DurAVR[®] valve, the ADAPT[®] tissue, and the balloonexpandable ComASUR[®] Delivery System.

Authorisation and Additional information

This announcement was authorised by Mr Wayne Paterson, Chief Executive Officer.

Anteris Technologies Global Corp.

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860 Blue Gentian Road, Suite 340 Eagan, MN, 55121 United States T: +1 651 493 0606 [email protected]

Toowong Tower, Level 3, Suite 302 9 Sherwood Road Toowong, QLD 4066 Australia

BRISBANE | MINNEAPOLIS | GENEVA | MALAGA anteristech.com

T: +61 1300 550 310 [email protected]

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For more information:

Investor Relations [email protected] Anteris Technologies Global Corp. +61 1300 550 310 | +61 7 3152 3200

Investor Relations (US)

Malini Chatterjee, Ph.D. Managing Director Blueprint Life Science Group +1 917 330 4269

Website www.anteristech.com X @AnterisTech Facebook www.facebook.com/anteristech LinkedIn https://www.linkedin.com/company/anteristech

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2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2024

Anteris Technologies Global Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-42437 (Commission File Number)

99-1407174 (I.R.S. Employer Identification No.)

Toowong Tower, Level 3, Suite 302 9 Sherwood Road Toowong, QLD Australia

(Address of Principal Executive Offices)

4066

(Zip Code)

Registrant’s telephone number, including area code: +61 7 3152 3200

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  • ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  • ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, par value $0.0001 per share
Trading
Symbol(s)
AVR
Name of each exchange
on which registered
The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed, on December 16, 2024, Anteris Technologies Global Corp. (the “Company”) completed its previously announced initial public offering (the “IPO”) of 14,800,000 shares of its common stock, par value $0.0001 per share (“Common Stock”). Prior to the consummation of the IPO, the Company completed a series of reorganization transactions (the “Reorganization”) pursuant to which, among other things, it received all of the issued and outstanding shares of Anteris Technologies Ltd (“ATL”), which was formerly an Australian public company originally registered in Western Australia, Australia and listed on the Australian Securities Exchange, pursuant to a scheme of arrangement under Australian law between ATL and its shareholders under Part 5.1 of the Australian Corporations Act 2001 (Cth).

As previously disclosed, on October 31, 2024, ATL entered into a secured convertible note facility (the “Convertible Note Facility”) with Obsidian Global Partners, LLC (“Obsidian”) to provide additional financing to pursue ATL’s strategic objectives, implementation of the Reorganization, and completion of the IPO, pursuant to a Convertible Securities Agreement (the “Convertible Securities Agreement”), dated October 31, 2024, between ATL and Obsidian. The Convertible Note Facility was assumed by the Company upon completion of the Reorganization. Under the terms of the Convertible Securities Agreement, upon the Company implementing a corporate restructure involving the interposition of a new holding company of the Company, Obsidian may require the Company to redeem all of the outstanding convertible notes in cash by giving notice to the Company within two business days of completion of the IPO to the extent the restructure is undertaken in connection therewith. Where Obsidian provides notice of such a redemption prior to the Company issuing the options required to be issued in connection with a draw down under the Convertible Securities Agreement or making a A$300,000 payment in lieu thereof, the Company is also required to pay Obsidian A$300,000.

On November 7, 2024, ATL issued 4,956,750 notes to Obsidian that are convertible into Common Stock at an aggregate face value of $1.15 per convertible note. On December 16, 2024, following the closing of the IPO and the Reorganization, the Company received a notice of redemption from Obsidian, requiring the Company to redeem all outstanding convertible notes for cash. Accordingly, no later than December 23, 2024, the Company will be required to redeem the outstanding convertible notes for an aggregate cash payment of $5,700,262.50 and pay Obsidian an additional $191,010.00 in lieu of the options required to be issued in connection with the initial drawdown (representing A$300,000 converted to U.S. dollars using the opening spot rate reported by the Reserve Bank of Australia of $0.6367 to A$1.00 on December 16, 2024). Upon redemption, no convertible notes will be outstanding under the Convertible Note Facility and the Convertible Note Facility will remain available for future drawdowns pursuant to its terms.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Anteris Technologies Global Corp.

Date: December 19, 2024

By: /s/ Wayne Paterson Name: Wayne Paterson Title: Chief Executive Officer