Anteris Technologies Global Corp. 8-K

What Happened

• On January 20, 2026 Anteris Technologies Global Corp. (AVR) entered an underwriting agreement for an underwritten public offering and a separate private placement (PIPE) with Covidien Group S.à r.l. (a Medtronic subsidiary). The underwriters (led by Barclays, Wells Fargo and Cantor Fitzgerald) bought 34,782,609 shares and exercised a full 30‑day option for an additional 5,217,391 shares, for a total of 40,000,000 offering shares at $5.75 per share. The PIPE will consist of 15,652,173 shares at $5.75 per share. The combined gross proceeds are expected to be approximately $320 million, before fees and expenses, and the transactions are expected to close on January 22, 2026.

Key Details

• Offering price: $5.75 per share; Underwritten offering total shares: 40,000,000 (including exercised option) → gross ≈ $230.0M.
• PIPE: 15,652,173 shares to Covidien Group S.à r.l. (Medtronic) at $5.75 → gross ≈ $90.0M.
• Use of proceeds: fund the DurAVR® THV global pivotal PARADIGM trial, expand manufacturing, support R&D for v2vmedtech, and for working capital/general corporate purposes.
• Investor protections/terms: 90‑day lock‑up for officers/directors; registration rights require a resale registration filing within 18 months (liquidated damages of 1% per 30 days up to 5% if not effective); investor gets participation rights (while it holds ≥75% of PIPE), transfer restrictions, a standstill through May 22, 2027, a board observer right, and a right to negotiate on certain acquisition proposals until FDA approval of a Class III device.

Why It Matters

• This financing materially increases Anteris’s cash runway (approximately $320M gross) to support its lead DurAVR® transcatheter heart valve trial and scale manufacturing, reducing near‑term funding risk. The strategic PIPE from a Medtronic subsidiary also creates potential collaboration opportunities (manufacturing/co‑development) and brings contractual rights that limit the investor’s ability to acquire control quickly (standstill, transfer limits) while giving it participation and observer privileges. Investors should note dilution from the new shares and the timing/conditions of the resale registration that affect when the PIPE shares can be sold.