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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39059

AVITA MEDICAL, INC.

(Exact name of registrant as specified in its charter)

     Delaware

     85-1021707

     (State or other jurisdiction of
incorporation or organization)

     (IRS Employer
Identification No.)

28159 Avenue Stanford

Suite 220

Valencia, CA 91355

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (661) 367-9170

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

     Title of each class

     Trading 
Symbol 

     Name of each exchange
on which registered

     Common Stock, par value $0.0001 per share

     RCEL

     Nasdaq Capital Market

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has selected 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant was approximately $~~203~~138,~~434~~669,~~831~~045 on June 30, ~~2024~~2025, using the closing price on June 2830, ~~2024~~2025 of $75.9229.

The number of shares of the registrant’s $0.0001 par value common stock outstanding as of February 76, ~~2025~~2026 was 2630,~~357~~631,~~542~~794.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on June 43, ~~2025~~2026, are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		1
PART 1		2
Item 1.	Business	2
Item 1A.	Risk Factors	1312
Item 1B.	Unresolved Staff Comments	26
Item 1C	Cybersecurity	26
Item 2.	Properties	27
Item 3.	Legal Proceedings	2827
Item 4.	Mine Safety Disclosures	2827
PART II		2928
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2928
Item 6.	[Reserved]	2928
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3029
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4142
Item 8.	Financial Statements and Supplementary Data	4142
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4142
Item 9A.	Controls and Procedures	4142
Item 9B.	Other Information	4142
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4142
PART III		4243
Item 10.	Directors, Executive Officers and Corporate Governance	4243
Item 11.	Executive Compensation	4950
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5455
Item 13.	Certain Relationships and Related Party Transactions, and Director Independence	6155
Item 14.	Principal Accounting Fees and Services	6155
PART IV		6257
Item 15.	Exhibits, Financial Statement and Schedules	6257
Item 16.	Form 10-K Summary	6560
SIGNATURES		6661

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) and our other public filings contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. Forward-looking statements can sometimes, but not always, be identified by words such as “anticipate,” “believe,” “~~expect~~contemplate,” “~~anticipate~~continue,” “~~contemplate~~estimate,” “~~continue~~expect,” “~~estimate~~forecast,” “goal,” “guidance,” “~~forecast~~intend,” “look forward,” “~~outlook~~may,” “~~predict~~outlook,” “~~project~~plan,” “~~plan~~potential,” “~~should~~predict,” “~~target~~project,” “~~intend~~should,” “~~may~~target,” “will,” “would,” ~~“potential”~~ and similar expressions to future periods. Forward-looking statements are not based on historical facts but rather represent current expectations and assumptions. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation: uncertainties associated with our expectations regarding future revenue, or future growth in revenue, profit, or gross and/or operating margins, future working capital, costs, productivity, business process, rationalization, investment (including rates); the ability to achieve or sustain profitability; ~~contributions to adjusted EBITDA;~~ industry market conditions; increased competition; ~~changes in our production capacity;~~ failure to obtain, maintain ~~and~~or enforce our intellectual property rights, including our expectations regarding the future scope of such rights; failure to obtain and/or maintain regulatory approvals and comply with applicable regulations; the conduct or outcome of pre-clinical or clinical ~~(human)~~ studies; operational and management restructuring activities; our ability to find and maintain partnerships relating to collaborations, strategic arrangements, and licensing arrangements; our ability to manage consulting, operational, financial, and capital projects and/or initiatives; mergers and acquisitions (and related integration activities); if third parties fail to uphold their contractual duties or meet expected deadlines; our ability to obtain and maintain favorable coverage and reimbursement determinations from third party payors; market reaction to growth or product initiatives; our ability to expand our sales and marketing organizations to address existing and new markets that we intend to target; our ability to attract and retain qualified personnel, including management; market penetration of our products; changes in our production capacity; the ability to continue to scale our manufacturing operations to meet the demand for our products; ~~our ability to attract and retain qualified personnel, including management; solvency;~~ non-compliance with debt covenants, which may result in the acceleration of our debt obligations or the need for renegotiations with our lenders,; solvency; changes to tax and interest rates; inflationary pressures on the U.S. and global economies, respectively; changes in the legal or regulatory environments; the impact of a cybersecurity breach, terrorist attack or other geopolitical instability~~, pandemic or epidemic, or natural disaster~~; and ~~future~~the ~~working~~impact ~~capital,~~of ~~costs,~~a ~~productivity,~~pandemic ~~business~~or ~~process~~epidemic, ~~rationalization, investment (including rates), consulting, operational, financial, and capital projects and/~~or ~~initiatives~~natural disaster.

Forward-looking statements relate to the future and are subject to many risks, assumptions and uncertainties, including those risks set forth in this Annual Report in Part I, Item IA Risk Factors and elsewhere. Although we believe the expectations reflected in the forward-looking statements are reasonable, actual results, developments and business decisions could differ materially from those contemplated by such forward-looking statements. The environment in which we operate is highly competitive, regulated and rapidly changing and it is not possible for our management to predict all risks, as new risks emerge from time to time.

All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as may be required by law.

As used herein, unless the context otherwise requires, references to "we,” “our,” “us,” “the Company,” and “AVITA Medical” refer to AVITA Medical, Inc., a Delaware corporation, and its subsidiaries.

Currency

In this Annual Report, all references to “dollars” or “$” are to the currency of the United States.

PART I

Item 1. BUSINESS

OVERVIEW

AVITA Medical is a leading therapeutic acute wound care company delivering transformative solutions. ~~Our technologies are~~ designed to optimize ~~skin~~wound ~~restoration procedures~~healing, ~~effectively~~accelerate ~~accelerating~~ patient ~~healing~~recovery, and ~~recovery. Our solutions~~ improve ~~the~~clinical ~~healing~~and economic outcomes ~~for~~across ~~patients~~the ~~with~~continuum ~~traumatic~~of ~~injuries~~acute ~~and~~wound ~~surgical~~management. ~~repairs,~~Our ~~addressing~~technologies address critical healing needs ~~that~~arising ~~arise~~ from ~~unpredictable~~burns, ~~and~~traumatic ~~life-changing~~injuries ~~events.~~and ~~Our~~surgical ~~offerings~~repairs, ~~currently~~through ~~include~~a ~~our~~portfolio ~~core~~of ~~technology~~proprietary ~~platform,~~and ~~RECELL®~~complementary ~~(“RECELL”),~~products asthat ~~well~~support aswound ~~PermeaDerm®~~bed ~~and Cohealyx™~~preparation, ~~each~~definitive ~~designed~~closure, toand ~~target acute wound care needs~~recovery.

AtOur ~~the~~current ~~forefront~~commercial ~~of our~~ portfolio isincludes ~~our patented and proprietary~~ RECELL,® ~~approved by the United States Food & Drug Administration~~ (“~~the “FDA~~RECELL”) ~~for the treatment of thermal burn wounds and full-thickness skin defects~~, and ~~for~~two ~~repigmentation~~complementary ~~of stable depigmented vitiligo lesions. In 2024, we expanded our product offerings to address additional acute~~ wound care ~~needs. In January~~products, ~~we signed an exclusive multi-year distribution agreement with Stedical Scientific, Inc. (“Stedical”) to market, sell, and distribute~~ PermeaDerm,® ~~a biosynthetic wound matrix in the U.S. In July, we entered into an exclusive multi-year development~~ and ~~distribution agreement with Regenity Biosciences (“Regenity”), granting us exclusive rights to market, sell, and distribute~~ Cohealyx™, anwhich ~~AVITA-medical~~together ~~branded~~support ~~collagen-based dermal matrix in the U.S., with potential expansion into the European Union, Australia, and Japan. These agreements strengthen our commitment to offering~~ a comprehensive ~~suite~~standard of ~~solutions~~care for acute wounds.

At the forefront of our portfolio is RECELL, approved by the United States Food & Drug Administration (the “FDA”) for the treatment of thermal burn wounds and full-thickness skin defects. While RECELL is also approved in the United States for restoring pigmentation of stable depigmented vitiligo lesions, we have paused further commercial investment in vitiligo at this time.

In 2024 and 2025, we expanded our product offerings to address additional acute wound care needs. In January 2024, we entered into an exclusive multi-year distribution agreement with Stedical Scientific, Inc. (“Stedical”) to market, sell, and distribute PermeaDerm, a biosynthetic wound matrix in the United States (“U.S.”). In March 2025, we entered into a multi-year agreement to also manufacture PermeaDerm. In July 2024, we entered into an exclusive multi-year development and distribution agreement with Collagen Matrix, LLC d/b/a as Regenity Biosciences (“Regenity”), granting us exclusive rights to market, sell, and distribute Cohealyx, an AVITA-medical branded collagen-based dermal matrix in the U.S., with potential expansion into the European Union (“E.U.”), Australia, and Japan. Cohealyx was commercially launched in the U.S. on April 1, 2025.

CORPORATE HISTORY

AVITA Medical Limited (“AVITA Australia”), the former Australian parent company of AVITA Medical, was founded in December 1992. On October 1, 2019, AVITA Australia began trading its American Depositary Shares on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RCEL”. In 2020, the Company redomiciled to the U.S. (the “Redomiciliation”). Today, our common stock continues to trade on Nasdaq under “RCEL” and our CHESS Depositary Interests (“CDIs”) trade on the Australian Securities Exchange (“ASX”) under the symbol “AVH.”

STRATEGY

~~Prior~~RECELL toremains ~~2024,~~the cornerstone of our business; ~~was~~however, ~~centered~~beginning ~~around~~in ~~our~~2024 ~~breakthrough~~we ~~RECELL~~evolved ~~technology.~~AVITA ~~While~~Medical ~~RECELL~~into ~~remains~~a ~~the~~multi-product ~~cornerstone~~acute ofwound ~~our~~care ~~portfolio,~~platform wecompany. ~~strategically~~Our ~~expanded~~strategy ~~our~~is ~~product~~to ~~offerings~~build ina ~~2024~~comprehensive byportfolio ~~adding~~that ~~products~~addresses ~~complementary~~wound tomanagement ~~RECELL.~~from ~~These~~initial ~~new~~coverage ~~products~~and ~~address~~wound abed ~~wider~~preparation ~~range~~through ofdefinitive ~~clinical~~closure ~~needs~~and ~~in acute wound care~~healing, ~~enhancing~~while ~~our~~leveraging ~~ability~~a tosingle ~~reach~~commercial ~~more~~infrastructure ~~patients~~focused ~~globally~~on burn, ~~ultimately~~trauma ~~improving~~and ~~their~~surgical ~~healing outcomes~~centers.

ToKey ~~further~~elements ~~our mission~~ of ~~improving~~our ~~clinical~~strategy ~~outcomes and establishing new standards of acute wound care, we have outlined the following strategic objectives~~include:

•

~~Increase~~Increasing market penetration in U.S. burn centers, positioning RECELL ~~GO®~~ as the standard of care in burn management;

•

~~Expand~~Expanding adoption of RECELL GO for the treatment of ~~full-thickness~~traumatic ~~skin~~and ~~defects~~surgical wounds throughout the U.S.;

•

~~Begin~~Commercializing aand ~~targeted~~expanding ~~RECELL~~adoption GOof ~~mini~~Cohealyx ~~rollout~~as toa ~~trauma~~dermal ~~and~~matrix ~~burn~~that ~~centers~~supports ~~treating~~wound ~~smaller~~bed ~~wounds~~preparation inand ~~the~~accelerates ~~first~~readiness ~~quarter~~for ~~of 2025~~grafting;

•

~~Commence~~Driving aadoption ~~post-market~~of ~~study~~RECELL ofGO ~~Cohealyx~~mini in ~~early~~burn ~~2025~~and totrauma ~~develop~~centers ~~clinical~~treating ~~data~~smaller ~~for commercialization in the second quarter of 2025~~wounds;

•

~~Seek~~Advancing ~~additional~~post-market ~~business~~clinical ~~development~~studies ~~opportunities~~for ~~complementary~~Cohealyx toand ~~our~~PermeaDerm ~~core~~to ~~RECELL~~generate ~~technology~~additional clinical and ~~target~~health ~~markets~~economic evidence supporting adoption;

•

~~Obtain~~Expanding CEinternationally ~~mark~~through ~~approval~~distributor-led incommercialization ~~the~~following ~~first~~regulatory ~~quarter of 2025~~approvals, ~~allowing~~including usCE toMark ~~market~~approval for RECELL GO in ~~the European Union and Australia under existing distribution agreements~~Europe;

•

~~Continue~~Driving ~~developing~~commercial ~~opportunities~~revenue ~~and~~growth, ~~strengthening~~improving ~~global~~operating ~~partnerships~~leverage, togenerating ~~transform~~positive ~~patient~~cash ~~outcomes~~flow, ~~worldwide~~and achieving long-term operating profitability; and

•

~~Drive~~Pursuing ~~commercial~~additional ~~revenue~~business ~~growth,~~development ~~generate~~opportunities ~~positive~~complementary ~~cash~~to ~~flow,~~our ~~and~~target ~~achieve~~acute ~~operating~~wound ~~profitability~~care markets.

PRODUCT PORTFOLIO

RECELL Technology Platform

AtRECELL ~~the forefront of our portfolio~~ is ~~our~~an ~~patented~~autologous ~~and~~cell ~~proprietary~~harvesting ~~RECELL~~ technology. ~~RECELL~~that ~~harnesses~~enables ~~the~~clinicians ~~regenerative~~to ~~properties~~create a suspension of a patient’s own skin ~~to create an autologous skin cell suspension~~cells, called Spray-On Skin™ ~~Cells~~, ~~delivering a transformative solution~~ at the point of care. ~~This~~The ~~breakthrough~~ technology ~~serves~~allows asclinicians ~~the~~to ~~catalyst~~treat ~~for~~large wounds using a ~~new~~small ~~treatment~~donor ~~paradigm~~skin ~~enabling~~sample, ~~improved~~reducing ~~clinical~~donor site morbidity while maintaining or improving healing outcomes.

How RECELL Works

~~The core platform technology of~~ RECELL enables clinicians to harvest a thin, split-thickness skin sample from the patient and process it into an autologous cellular suspension, ~~Spray-On Skin Cells. This suspension is prepared at the point of care~~ in asapproximately ~~little as~~ 30 minutes. ~~and~~The ~~includes~~suspension ~~the~~contains ~~patient's~~key ~~own~~ skin ~~cells~~cell populations, including keratinocytes, fibroblasts, and melanocytes, ~~all~~which are critical to ~~acute~~regenerative wound healing and ~~repigmentation~~pigment ~~through the wound bed~~restoration.

The ~~patented and proprietary platform~~ technology underlying ~~the~~RECELL ~~Spray-On~~was ~~Skin~~invented ~~Cells originated~~ in Australia, ~~based~~by on the ~~seminal~~pioneering work of Professor Fiona Wood and fellow scientist Marie Stoner.

Device Evolution

~~Since~~We ~~its~~continue ~~initial introduction, we have continued~~ to refine and expand the RECELL technology to meet a range of clinical and workflow needs,; ~~culminating~~including inautomating ~~multiple~~key ~~device~~steps ~~configurations~~in ~~for~~some ~~different~~RECELL ~~wound~~procedures, ~~sizes.~~and Weadopting ~~expect~~ the ~~RECELL~~technology ~~GO platform~~ to ~~serve~~efficiently astreat a ~~growth~~range ~~driver,~~of ~~further~~different ~~advancing~~wound ~~our strategy to expand our impact on patient care.~~sizes:

•

RECELL Autologous Cell Harvesting Device (“RECELL 1920”): ~~The~~A ~~first RECELL device offered in the U.S. is a~~ single-use, stand-alone, battery operated, ~~autologous cell harvesting~~ device ~~containing~~capable ~~enzymatic~~of ~~and~~treating ~~buffer~~wounds ~~solutions, sterile surgical instruments, and actuators. Each RECELL 1920 device can be used to treat areas of~~ up to 1,920 cm2.

•

RECELL Autologous Cell Harvesting Device with Ease-of-Use (“RECELL Ease-of-Use” or “RECELL EOU”): ~~RECELL~~An ~~EOU is an~~ enhanced, ~~ease~~single-~~of-~~use device ~~aimed~~designed atto ~~providing~~improve ~~clinicians a more efficient user experience and streamlined~~ workflow. ~~Each~~efficiency ~~RECELL~~while ~~EOU~~maintaining ~~can~~treatment becapacity ~~used to treat areas of~~ up to 1,920 cm².

•

RECELL GO® Autologous Cell Harvesting Device (“RECELL GO”): A next-generation system consisting of a reusable, AC-powered RECELL GOProcessing isDevice ~~our~~(“RPD”) ~~next~~and a single-~~generation~~use ~~device~~preparation ~~featuring~~kit ~~enhanced~~(“RPK”). ~~features~~A ~~that~~single ~~streamline~~RPK can treat wounds up to 1,920 cm2. RECELL GO standardizes the preparation of Spray-On Skin Cells., ~~RECELL GO~~ significantly ~~reduces~~reducing the training burden on medical staff, ~~improves~~improving workflow efficiency in the operating room, and precisely ~~regulates~~regulating the incubation times of the RECELL Enzyme™ to optimize cell yield and promote cell viability. ~~It consists of two components:~~

•

ARECELL ~~multi-use,~~GO ~~AC-powered~~mini ~~RECELL~~Autologous GOCell ~~Processing~~Harvesting Device (~~the~~ “~~RPD~~RECELL GO mini”),: ~~which~~A ~~controls~~line ~~and~~extension ~~manages~~of ~~the~~RECELL ~~pressure~~GO ~~applied~~designed to ~~disaggregate~~treat ~~the~~smaller ~~donor~~wounds ~~skin~~up ~~cells~~to ~~and~~480 ~~precisely~~cm2. ~~controls~~RECELL GO mini uses the ~~incubation~~same ~~time~~RPD ofwith ~~the~~an ~~RECELL~~RPK ~~Enzyme™~~optimized tofor ~~optimize~~smaller ~~cell~~skin ~~yield~~samples. FDA approval was received on December 23, 2024, and ~~promote~~commercial ~~cell~~rollout ~~viability~~began at the end of the first quarter of 2025.

AWe expect the RECELL GO ~~Preparation~~platform ~~Kit~~to ~~(the~~serve ~~“RPK”),~~as ~~which contains~~ a ~~single-use~~growth ~~RECELL GO Cartridge~~driver, ~~disaggregation~~further ~~head,~~advancing ~~RECELL~~our ~~Enzyme,~~strategy ~~and~~to ~~other~~expand ~~components.~~our Aimpact ~~single~~on ~~RPK~~wound ~~can~~healing ~~treat~~and ~~areas~~patient ~~up to 1,920 cm2~~care.

RECELL GO mini Autologous Cell Harvesting Device (“RECELL GO mini”): RECELL GO mini is a line extension of the RECELL GO system, designed specifically to treat smaller wounds up to 480 cm2. It utilizes the same RECELL GO Processing Device (RPD) but features a RECELL GO mini Preparation Kit (the “mini RPK”), which includes a single-use RECELL GO mini Cartridge optimized for smaller skin samples. These modifications reduce resource use and minimize waste, making RECELL GO mini an accessible option for clinicians treating smaller wounds. This design aims to broaden adoption of the RECELL GO platform in trauma and burn centers. Rollout to trauma and burn centers that currently treat smaller wounds will begin during the first quarter of 2025.

Key U.S. FDA Regulatory Approvals

Date	Device / Indication	Description
September 2018	RECELL 1920	Indicated for treating ~~second~~acute partial-thickness ~~and~~thermal ~~third-degree~~burns and acute full-thickness thermal burns in combination with meshed autografting in patients 18 years and older. Commercialization commenced in January 2019 in the U.S.
June 2021	Expanded use of RECELL 1920	Approved for use in combination with meshed autografting for acute full-thickness thermal ~~wounds~~burns in both pediatric and adult patients, and for full-thickness thermal burns over 50% total body surface area (“TBSA”).
February 2022	RECELL EOU	Approved a single-use device providing a more efficient user experience and streamlined workflow.
June 2023	Full-thickness skin defects	Granted based on pivotal trial results for soft tissue repair and reconstruction. Commenced commercial launch in June 2023.
June 2023	Repigmentation of stable depigmented vitiligo	Expanded RECELL EOU indication for stable depigmented vitiligo lesions.
May 29, 2024	RECELL GO	Next-generation autologous cell harvesting device to treat thermal burn wounds and full-thickness skin defects; designed for wounds up to 1,920 cm2. Following this approval, we shipped the first RECELL GO order on May 30, 2024, to accommodate the first case for its use on May 31, 2024.
December 23, 2024	RECELL GO mini	Next-generation autologous cell harvesting device to treat thermal burn wounds and full-thickness skin defects; designed for smaller wounds (up to 480 cm²). Targeted rollout expected in Q1 2025.


June 2023	Full-thickness skin defects	Expanded RECELL EOU indication based on pivotal trial results for soft tissue repair and reconstruction. Commenced commercial launch in June 2023.
June 2023	Repigmentation of stable depigmented vitiligo	Expanded RECELL EOU indication for stable depigmented vitiligo lesions.
May 29, 2024	RECELL GO	Next-generation autologous cell harvesting device to treat thermal burn wounds and full-thickness skin defects; designed for wounds up to 1,920 cm2. Following this approval, we shipped the first RECELL GO order on May 30, 2024, to accommodate the first case for its use on May 31, 2024.
December 23, 2024	RECELL GO mini	Next-generation autologous cell harvesting device to treat thermal burns and full-thickness skin defects; designed for smaller wounds (up to 480 cm²).

Market Opportunity

Burn Injuries

In the U.S., approximately 40,000 people have burn injuries severe enough to require hospital admission annually, with an inpatient mortality rate of 2.7%. ~~Severe burns (typically defined as second~~Second- and third-degree) burns often require autologous split-thickness skin grafts (“STSGs”) to achieve definitive closure of the burn wound. However, donor-site creation in a STSG, or autograft, procedure is associated with significant pain, risk of infection, scarring, delayed healing, and increased healthcare costs. In patients with extensive burns, the availability of healthy donor skin may be limited, requiring staged procedures and temporary coverage with allograft (cadaver skin) or xenograft (typically pig skin), which can prolong hospitalization and increase overall cost of care. As such, treatment with STSGs is expensive, costing around $579,000 and resulting in an average hospital stay of 59.4 days for a patient with a 40% TBSA burn injury to recover and return to normal daily activities.

The clinical benefits of ~~closing~~achieving ~~wounds~~rapid ~~quickly~~and durable wound closure are well recognized and include increased survival, ~~shorter hospital stays,~~ decreased pain duration, ~~and~~ reduced infection~~-related~~ ~~complications. However~~risk, ~~for~~improved ~~large~~functional ~~burn~~and ~~injuries~~aesthetic outcomes, ~~the~~and ~~patient~~potentially ~~may~~shorter ~~not~~hospital ~~have~~stays. ~~enough~~RECELL ~~healthy~~was ~~donor~~designed ~~skin available right away~~ to ~~complete~~address ~~treatment of~~ the ~~entire~~limitations ~~burn~~of ~~injury area when using~~ traditional grafting ~~techniques.~~by Inenabling ~~extensively burned patients, donor sites must heal so they can re-harvest from the same sites, resulting in delays in~~ treatment ~~and~~of ~~closure,~~wound ~~multiple~~areas ~~procedures,~~using ~~and~~a ~~lengthened~~substantially ~~hospital~~smaller ~~stays. While waiting for~~ donor skin sample, ~~these~~while ~~burn~~preserving ~~wounds may be temporarily covered with allograft (cadaver skin)~~ or ~~xenograft~~improving ~~(typically~~healing ~~pig skin)~~outcomes. ~~As such, treatment with STSGs is expensive, costing around $579,000 and 59.4 days in hospital for a patient with a 40% TBSA burn injury to recover and return to normal day to day activities.~~

~~RECELL~~In ~~has~~pivotal ~~demonstrated the ability to reduce donor-site harvesting requirements while maintaining or improving~~ clinical ~~outcomes.~~trials, ~~Pivotal clinical studies indicated that using~~ RECELL significantly reduced donor-skin requirements by up to 97.5% for second-degree burns and 32% for third-degree burns when used with meshed autografts, compared to standard of care autografting, without ~~comprising~~compromising healing. Additionally, ~~the~~a clinical trial for second-degree burns revealed a statistically significant reduction in patient-reported pain, increased patient satisfaction, and improved scar outcomes.

Retrospective studies further demonstrated that fewer autografting procedures are required for definitive closure of full-thickness burns when ~~using~~RECELL ~~the~~is ~~RECELL~~used ~~versus~~compared to conventional ~~autografts~~autografting alone. In pediatric cases (N = 284), treatment with RECELL resulted in a 56% reduction in the mean number of autograft procedures required compared to National Burn ~~Repository~~Registry (“NBR”) data. Additionally, in adult patients with greater than 50% TBSA (N=318), RECELL resulted in a 60% reduction in the mean number of autograft procedures versus NBR data.

In addition to these clinical benefits, RECELL has demonstrated meaningful health-economic advantages across a range of burn severities. Health-economic analyses have shown that RECELL use is associated with reductions in overall cost of care driven by fewer operative procedures, reduced donor-site morbidity, and the potential for shorter hospital stays. These cost savings have been observed across both deep partial-thickness and full-thickness burns and are net of the cost of the RECELL device.

Budget impact modeling developed by the Company further indicates that, in a representative burn center treating approximately 200 patients annually, adoption of RECELL could reduce total annual treatment costs by approximately 17% compared to conventional autografting alone. Real-world evidence published by IQVIA and supported by the Biomedical Advanced Research and Development Authority (“BARDA”) demonstrates that these economic benefits are observed across a broad range of burn sizes and patient demographics.

In ~~addition to these clinical benefits~~2025, ~~RECELL~~real-world ~~has~~evidence ~~proven~~derived ~~health~~from ~~economic~~the ~~benefits~~American ~~and~~Burn aAssociation’s ~~compelling~~national ~~cost-effectiveness~~burn ~~model.~~registry ~~For~~further ~~deep~~supported ~~partial-thickness~~the ~~burns,~~clinical ~~RECELL~~and ~~reduces~~operational ~~total~~benefits ~~treatment costs by an average~~ of ~~26%,~~RECELL orin ~~approximately~~adult ~~$37,000, for~~ patients with ~~10%~~deep ~~TBSA~~partial-thickness ~~and approximately $150,000, for patients with 40% TBSA~~burns. ~~For~~In ~~full-thickness~~a ~~burns~~matched analysis, RECELL ~~reduces total~~ treatment ~~cost~~for bysuch ~~3%,~~patients orwas ~~approximately~~associated ~~$6,000~~with ~~for~~an ~~patients~~average ~~with 10~~36% ~~TBSA~~reduction ~~and~~in byhospital ~~42%~~length orof ~~approximately~~stay ~~$243,000,~~compared ~~for~~to ~~patients~~traditional ~~with~~split-thickness ~~40%~~skin ~~TBSA~~grafting. These ~~savings~~findings ~~are~~reinforce ~~achieved~~prior ~~through~~clinical ~~shorter hospital stays, fewer procedures,~~ and ~~minimized~~retrospective ~~donor~~studies ~~site~~demonstrating ~~sizes.~~that ~~All~~RECELL ofuse ~~these~~is ~~cost~~associated ~~savings~~with ~~estimates~~shorter ~~are~~hospitalizations ~~net~~and ofimproved ~~the~~patient ~~cost~~throughput ofin ~~the~~high-acuity ~~RECELL~~burn ~~device~~care settings.

WeFurther ~~developed~~supporting athe ~~budget~~durability ~~impact~~and ~~model~~generalizability ~~showing~~of ~~that~~these outcomes, in a ~~burn~~global ~~center~~systematic ~~with~~synthesis ~~200~~of ~~patients,~~peer-reviewed ~~treatment~~clinical ~~using~~evidence evaluating RECELL ~~reduces~~was ~~annual~~presented ~~total~~in ~~treatment~~September ~~costs~~2025. ~~from~~This ~~approximately~~review ~~$39.4~~encompassed ~~million~~clinical tostudies ~~$32.6~~across ~~million~~diverse wound etiologies, ~~saving~~depths, ~~17%~~patient orpopulations, ~~approximately~~and ~~$6.8~~care ~~million~~settings ~~per~~and ~~year~~demonstrated ~~compared~~consistent totrends ~~conventional~~toward ~~autografting~~reduced ~~alone.~~donor-site ~~Additionally~~burden, ~~real~~faster ~~world~~healing, ~~evidence~~and ~~published~~decreased byhospital ~~IQVIA~~length ~~and~~of ~~funded~~stay byand ~~our~~healthcare ~~company~~utilization ~~and~~compared ~~the~~to ~~Biomedical~~traditional ~~Advanced~~grafting ~~Research~~approaches. ~~and~~Collectively, ~~Development~~this ~~Authority~~body ~~(“BARDA”)~~of ~~demonstrates~~evidence ~~that~~supports ~~these~~RECELL ~~economic~~as ~~savings~~an ~~apply~~evidence-based approach to awound ~~wide~~healing ~~range~~with ofbroad ~~burn~~clinical ~~sizes~~applicability.

~~The~~Adoption ~~U.S.~~decisions in burn ~~treatment~~centers ~~market~~are istypically ~~highly~~evaluated ~~concentrated,~~through ~~with~~hospital ~~around~~value ~~140~~analysis ~~burn~~committees ~~centers~~(“VACs”), ~~and~~which ~~300~~assess ~~burn~~both ~~surgeons~~clinical ~~treating~~outcomes ~~approximately~~and ~~75%~~total cost of ~~severe burn patients~~care. ~~Historically,~~We ~~our~~have ~~target~~observed ~~market~~that ~~was~~surgeons ~~burn~~often ~~centers,~~adopt ~~which~~RECELL ~~represented~~first ~~about~~in ~~25,000~~larger ~~RECELL-eligible~~and ~~burn~~more ~~injuries.~~complex ~~However~~burns, ~~with~~where ~~FDA~~the ~~approval~~clinical ~~for~~and ~~full-thickness~~economic ~~skin~~benefits ~~defects, we~~ are ~~now~~most ~~expanding~~pronounced, ~~into~~and ~~trauma~~subsequently ~~centers~~expand use to ~~address~~smaller ~~the~~or ~~additional~~less ~~10,000~~severe ~~RECELL-eligible~~wounds ~~burn~~as ~~injuries~~familiarity ~~treated~~with ~~outside~~the ~~dedicated~~technology ~~burn centers~~increases.

AsIn wethe ~~continue~~U.S., toRECELL ~~innovate~~is reimbursed through established inpatient and ~~expand~~outpatient ~~the~~reimbursement ~~capabilities~~mechanisms. ofIn ~~RECELL~~the inpatient setting, ~~our~~hospitals ~~commitment~~receive topayment ~~redefining~~under the ~~standard~~Medicare ofSeverity ~~burn~~Diagnosis-Related ~~care~~Group ~~remains~~(“MS-DRG”) ~~unwavering~~system, which classifies hospital stays by diagnosis and procedures performed. ~~RECELL~~For isphysicians, anas ~~invaluable~~well ~~asset~~as ~~for~~in ~~treating~~outpatient ~~burn~~and ~~injuries~~ambulatory ~~that~~surgical ~~require~~center ~~grafting~~(“ASC”) bysettings, ~~reducing~~Current ~~the~~Procedural ~~need~~Terminology ~~for~~("CPT") ~~autografting~~codes are used to describe procedures and support billing. On January 1, ~~shortening~~2025, ~~hospital~~new ~~stays~~Category I CPT codes (15011–15018) became effective to describe Skin Cell Suspension Autograft (“SCSA”) procedures performed using RECELL, replacing prior coding constructs and ~~providing~~enabling ~~significant~~standardized ~~cost~~billing ~~savings~~for healthcare providers. ~~Our~~The ~~vision~~Company iscontinues ~~clear:~~to collaborate with both Medicare and commercial payers to ~~redefine~~expand ~~healing,~~coverage ~~improve~~and ~~outcomes~~ensure appropriate reimbursement for RECELL and its associated procedures, aiming to enhance patient access and ~~transform~~support ~~lives~~broader ~~for~~adoption ~~patients~~in ~~worldwide.~~clinical practice.

~~AVITA~~The ~~Medical~~U.S. ~~has~~burn atreatment ~~policy~~market ofis ~~providing~~highly ~~the~~concentrated, ~~RECELL~~with ~~System~~approximately to140 aspecialized ~~provider~~burn ~~only~~centers ~~after~~treating ~~they~~the ~~have~~majority ~~been~~of ~~certified,~~severe ~~which~~burn ~~includes~~patients. ~~extensive~~Historically, ~~training~~our incommercial ~~the~~focus ~~use~~has ofbeen ~~the~~centered ~~product~~on ~~and~~these inburn ~~the~~centers, ~~aftercare~~which ofcontinue ~~the~~to ~~patient.~~represent Ina ~~general,~~core wecomponent ~~have~~of ~~found~~our ~~that~~customer ~~most U~~base.S. ~~burn~~With ~~centers follow~~ the ~~industry-standard~~expansion ~~process~~ of ~~evaluating~~ RECELL ~~and~~indications ~~then~~to itinclude isfull-thickness ~~reviewed~~skin bydefects, ~~their~~we ~~hospital’s~~have ~~Value~~broadened ~~Analysis~~our ~~Committee~~commercial ~~(“VAC”)~~focus ~~prior~~ to ~~purchasing.~~additional Intrauma ~~general,~~and ~~most~~surgical ~~surgeons~~settings ~~follow~~that atreat ~~typical~~complex ~~adoption~~acute ~~curve,~~wounds ~~starting~~and ~~from~~often ~~where~~share ~~they~~clinical, ~~see~~operational, ~~the~~and ~~greatest~~ economic ~~and~~characteristics ~~clinical~~with ~~value,~~burn ~~which~~centers. isMany ~~the~~burn ~~use~~centers ofare ~~RECELL~~designated ~~for~~trauma ~~treatment~~centers, ofand ~~larger~~adoption ~~burns.~~in ~~With~~these ~~time~~settings ~~and~~is ~~continued~~supported ~~use,~~by ~~surgeons~~overlapping ~~typically~~surgeon ~~progress~~populations, tosimilar ~~adoption~~care ofpathways, ~~RECELL~~and ~~for~~comparable ~~smaller,~~hospital ~~less~~value ~~severe~~analysis ~~burns~~ and ~~facial~~purchasing ~~burns~~processes.

In the U.S., the RECELL System is reimbursed through established mechanisms for both inpatient and outpatient care. For inpatient treatments, hospitals receive payments based on the Medicare Severity Diagnosis-Related Group (“MS-DRG”) system, which classifies hospital stays by diagnosis and procedures performed. For physicians, as well as in outpatient and ambulatory surgical center (“ASC”) settings, new Category I Current Procedural Terminology (“CPT”) codes (15011–15018), effective January 1, 2025, have been introduced to describe Skin Cell Suspension Autograft (“SCSA”) procedures performed with the RECELL System. These codes replace previously utilized codes and facilitate standardized billing for healthcare providers. The Company continues to collaborate with both Medicare and commercial payers to expand coverage and ensure appropriate reimbursement for the RECELL System and its associated procedures, aiming to enhance patient access and support broader adoption in clinical practice.

Full-Thickness Skin Defects

AFull-thickness ~~wound~~wounds isarise afrom ~~breach~~traumatic ininjuries, ~~the~~surgical ~~integrity~~wounds, ofand ~~the~~oncologic ~~skin,~~excisions ~~with~~and ~~full-thickness~~resections ~~wounds~~that ~~extending~~extend through the dermal layer into deeper tissues. These acute wounds ~~can~~are ~~arise~~frequently ~~from~~associated ~~traumatic~~with ~~avulsions,~~significant ~~surgical~~tissue ~~excisions~~loss, orcontamination, ~~resections.~~and ~~The~~complex ~~cause~~zones orof ~~origin~~injury, ofand ~~the~~they ~~wound~~present ~~directly~~many ~~impacts~~of ~~healing~~the ~~potential,~~same ~~response~~challenges toencountered ~~treatment~~in ~~options~~severe burns, ~~and~~including ~~likely~~limited ~~complications.~~donor Inskin ~~the U.S.~~availability, werisk ~~estimate~~of ~~that~~delayed ~~roughly 272~~healing,~~000~~ ~~procedures~~and ~~annually~~the ~~could~~need ~~be eligible~~ for ~~RECELL~~staged ~~Treatment~~reconstruction.

~~Traumatic~~ ~~Wounds.~~RECELL ~~Traumatic~~is ~~wounds~~approved ~~are~~for ~~subdivided by~~ the ~~mechanism~~treatment of ~~injury~~full-thickness ~~into~~skin ~~lacerations~~defects, ~~abrasions,~~enabling ~~avulsions,~~clinicians ~~degloving,~~to ~~crush,~~reduce ~~penetrating,~~donor orskin ~~bites.~~harvesting ~~Traumatic~~while ~~wounds~~achieving ~~often~~wound ~~arise~~closure inoutcomes ~~high-energy~~comparable ~~circumstances~~to ~~and~~conventional ~~result~~autografting. inThe ~~extensive~~clinical ~~zones~~studies ofthat ~~injury~~supported ~~with~~FDA ~~damage~~approval todemonstrated ~~multiple~~statistically ~~tissue~~significant ~~types.~~donor ~~Missing~~skin ~~cutaneous~~sparing ~~tissue,~~with ~~macerated~~non-inferior ~~edges,~~healing ~~and~~outcomes ~~contamination~~relative ~~are~~to ~~common~~standard ~~and~~of ~~can complicate wound healing~~care. In the U.S., we estimate ~~there~~that ~~are~~ approximately ~~122~~272,000 ~~annual~~ procedures ~~that~~annually ~~are~~may be eligible for treatment with RECELL across traumatic injuries, surgical wounds, and cancer-related resections. This indication materially expands our addressable market and allows us to leverage our existing commercial infrastructure and clinical relationships. Approximately half of U.S. burn centers are also designated trauma centers, and many trauma and surgical centers follow similar adoption and value analysis processes. As a result, the expansion into full-thickness skin defects represents a natural extension of our burn-focused business rather than the creation of a distinct new market.

~~Surgical~~From ~~Wounds.~~a ~~Surgical~~reimbursement ~~wounds are precise incisions intentionally created to access underlying organs~~perspective, ~~relieve~~the ~~compartmental~~same ~~pressure,~~DRG ~~excise~~code ~~diseased~~that ~~cutaneous~~is ~~tissue~~currently ~~(infected~~being orused ~~severely~~to ~~inflamed~~treat orinpatient ~~necrotic),~~burns oris tonow ~~harvest~~being ~~tissue~~applied for ~~autografting (flaps and grafts). In~~ the ~~U.S.,~~treatment weof ~~estimate~~full-thickness ~~there~~skin ~~are approximately 12,500 annual procedures that are eligible for treatment with RECELL~~defects.

Effective October 1, 2025, the Centers for Medicare & Medicaid Services ("CMS") approved a New Technology Add-On Payment ("NTAP") for RECELL when used in combination with meshed autograft for certain inpatient non-thermal full-thickness skin defects. NTAP provides incremental reimbursement above the applicable MS-DRG payment for a limited period, intended to support hospital adoption of innovative technologies like ours that demonstrate substantial clinical improvement.

Surgical Resections and Excisions for Cancer. Surgical resections and excisions for cancer are procedures used to remove and treat various skin cancers. In the U.S., we estimate there are approximately 136,000 annual procedures that are eligible for treatment with RECELL.

Similar to burns, full-thickness skin defects are associated with large areas of skin loss and as such, some of the top unmet needs identified by surgeons are closely aligned:

Reduced donor skin harvesting

Reduced scarring

Reduced pain

Uniform pigmentation with surrounding skin

Given the benefits of reducing donor skin harvesting, just as with the burns indication, we designed a clinical trial to demonstrate the use of less donor skin without compromising healing outcomes relative to conventional autografting. The trial was essentially a repeat of the successful previous trial in full-thickness burns, but with a population of patients with full-thickness, non-burn injuries. The study design included two co-primary endpoints based on pairwise comparisons where each subject received both RECELL treatment and standard of care treatment: one endpoint had a hypothesis of superiority for donor skin-sparing and the other co-primary endpoint had a hypothesis of non-inferiority for healing. Both co-primary endpoints were met, demonstrating statistically significant donor-sparing and non-inferior healing outcomes with RECELL versus standard of care, meaning less skin from the patient is required to repair and close the wound without compromising the healing outcomes relative to convention autografting. In addition to these results, RECELL has been successfully used to treat full-thickness skin injuries outside the U.S. for many years and there exist several case reports on the treatment of traumatic injuries that have been the subject of peer-reviewed scientific publications and presentations at medical conferences.

The approval for the treatment of full-thickness skin defects represents a significant opportunity. Given approximately 50% of the U.S. burn centers are classified as trauma centers, this indication opens doors in trauma centers already using RECELL for burn care. Further, we are expanding our burn market opportunity by virtue of our approval for full-thickness skin defects as we are extending our reach to include trauma centers. This market expansion allows us to reach more trauma centers, leveraging our existing resources and creating synergies with the burns market.

From a reimbursement perspective, the same DRG code that is currently being used to treat inpatient burns is now being applied for the treatment of full-thickness skin defects. Additionally, the outpatient TPT “C” code we have been granted for RECELL can also be utilized for the treatment of full-thickness skin defects in the outpatient setting.

Vitiligo

~~Vitiligo~~RECELL is aapproved ~~disease~~for ~~that causes~~ the ~~loss~~repigmentation of ~~skin~~stable ~~pigmentation,~~depigmented orvitiligo ~~color, in patches~~lesions. ~~The~~Vitiligo ~~extent~~is ofa ~~color~~chronic ~~loss~~autoimmune ~~from~~condition ~~vitiligo~~characterized isby ~~unpredictable, can affect~~ the ~~skin~~loss onof ~~any~~melanocytes, ~~part~~resulting ofin ~~the~~depigmented ~~body,~~skin ~~and~~patches ~~may~~that ~~also~~can affect ~~hair~~patients’ ~~and~~quality ~~the inside~~ of ~~the mouth~~life. ~~Vitiligo~~Following ~~occurs~~FDA ~~when melanocytes~~approval, ~~the~~we ~~pigment~~conducted post-~~producing~~market ~~skin~~clinical ~~cells, die or stop producing melanin, the pigment that gives skin, hair,~~ and ~~eyes~~health ~~color.~~economic ~~Vitiligo~~studies ~~is believed~~ to beevaluate anRECELL ~~autoimmune~~use ~~disorder~~ in ~~which~~vitiligo, ~~a patient’s immune system attacks~~ and ~~destroys~~these ~~the~~studies ~~melanocytes~~were published in ~~the skin~~2025. ItDespite ~~may~~regulatory ~~also~~approval beand ~~caused~~demonstrated byclinical ~~heredity factors or a triggering event~~benefit, ~~such~~reimbursement asfor ~~sunburn,~~vitiligo ~~stress,~~procedures orremains ~~exposure~~limited toand ~~industrial chemicals~~uncertain. ~~Vitiligo~~As ~~affects~~a ~~people of all skin types~~result, ~~but~~we ithave ~~may~~paused befurther ~~more~~commercial ~~noticeable~~investment in ~~people with darker skin. It is estimated that worldwide~~ vitiligo ~~prevalence~~at isthis ~~between 0~~time.~~5 to 2% of the population.~~

Following FDA approval, we conducted a post-market study and initiated a health economics study to capture the longitudinal healthcare costs for a vitiligo patient. Both studies were submitted for publication in 2024. In early 2025, we expect these studies to be published, which will support the possible reimbursement necessary for the commercialization of the vitiligo indication.

PermeaDerm

We hold an exclusive multi-year distribution agreement with Stedical to market, sell, and distribute PermeaDerm, a biosynthetic wound matrix. PermeaDerm is FDA-cleared for the treatment of a variety of wound types and sizes until healing is achieved. Its transparent structure helps clinicians monitor the wound without frequent dressing changes. Additionally, PermeaDerm's flexibility and ease of use make it an ideal choice for a wide range of clinical settings, from acute care hospitals to burn centers, which complements RECELL by providing a versatile solution for wound care management.

Cohealyx

~~Through our multi-year exclusive development and distribution agreement with Regenity, we hold the rights to market, sell, and distribute~~ Cohealyx, is an AVITA-Medical branded collagen-based dermal matrix indeveloped ~~the~~and ~~U.S.,~~commercialized ~~with~~pursuant ~~the~~to ~~potential~~a tomulti-year ~~commercialize~~exclusive ~~the~~development ~~product~~and indistribution ~~the~~agreement ~~European~~with ~~Union,~~Regenity. ~~Japan,~~Designed ~~and~~to ~~Australia.~~support wound bed preparation, Cohealyx features an advanced bovine collagen-based design engineered to facilitate tissue integration and revascularization resulting in reduced treatment timelines and improved patient outcomes in full-thickness wounds.

Preclinical studies in porcine models demonstrated that Cohealyx generated robust tissue capable of consistently supporting a split-thickness skin graft in a two-stage procedure earlier than leading dermal matrices in the study. While animal model results do not necessarily translate to clinical results, this expedited timeline is anticipated to lead to quicker wound closure and streamlined clinician workflows, improving patient outcomes, and resulting in ~~shorter~~potential ~~hospital~~reduction ~~stays,~~in ~~reduced~~both treatment costs, and ~~better~~hospital ~~patient outcomes~~stays.

The FDA granted 510(k) clearance for Cohealyx on December 19, 2024~~. Early evaluations to provide comprehensive feedback are underway~~, ~~with the first three patients being treated in January 2025. To build on preclinical success~~ and ~~develop~~we ~~clinical~~initiated ~~data in support of the~~ commercial launch, weof ~~plan to conduct a post-market clinical study in early 2025 to demonstrate~~ Cohealyx’s ~~performance~~ in ~~real-world~~the ~~settings,~~United ~~focusing~~States on ~~clinical~~April ~~efficacy~~1, ~~time-to-graft reduction, and the associated cost savings in the treatment of full-thickness wounds and burns. The full commercialization launch is expected to begin in the second quarter of~~ 2025.

In 2025, the first peer-reviewed clinical publication evaluating Cohealyx was published, reporting early clinical experience in complex full-thickness wounds. The case series provided initial clinical evidence supporting accelerated wound bed vascularization and readiness for autografting, consistent with prior preclinical findings. While limited in scope, these results support the intended role of Cohealyx as part of a two-stage wound management approach leading to definitive closure. To further develop clinical data, we are conducting a post-market clinical study of 40 patients to demonstrate Cohealyx’s performance in real-world settings, focusing on time-to-graft reduction in the treatment of full-thickness wounds and burns.

PermeaDerm

PermeaDerm is a biosynthetic wound matrix that we manufacture, and exclusively market and distribute in the U.S., under multi-year agreements with Stedical. It is FDA-cleared for the treatment of a variety of wound types and sizes until healing is achieved. PermeaDerm has three key attributes: (i) transparency, allowing clinicians to monitor wounds without frequent dressing changes; (ii) variable porosity, allowing clinicians to customize moisture management; and (iii) flexibility and adherency, allowing applications across a wide variety of wound presentations, including articulating joints. This trio of features supports use across acute care hospitals, burn centers, and surgical settings.

Within our portfolio, PermeaDerm complements RECELL by providing wound coverage before and after definitive closure, supporting wound management throughout the healing process. In addition, we are conducting a post-market clinical study, with approximately 40 patients enrolled, to evaluate the health economic impact of PermeaDerm compared to human cadaveric allograft.

INTERNATIONAL STRATEGY

InOutside ~~international~~the ~~markets~~U.S., ~~the~~ RECELL ~~System~~ has received ~~various~~regulatory approvals ~~and~~or registrations ~~to promote skin healing~~ in amultiple ~~wide~~markets, ~~range of applications~~ including ~~burns~~Australia, Europe, and ~~full-thickness skin defects~~Japan. ~~These~~In ~~endorsements~~September ~~include~~2025, ~~Therapeutic~~RECELL ~~Goods~~GO ~~Administration~~received ~~(”TGA”) registration in Australia,~~ Conformité Européene (“CE”) mark approval ~~in Europe~~, ~~and~~enabling ~~Pharmaceuticals~~commercialization ~~and Medical Devices Act (“PMDA”) approval~~ in ~~Japan under~~ the ~~Pharmaceuticals~~European Union and ~~Medical~~other ~~Devices~~CE ~~Act~~mark-recognizing ~~for burns~~markets. Our ~~global~~international commercialization strategy isrelies ~~focused~~ on ~~Australia,~~third-party ~~the~~distributions ~~European~~rather ~~Union~~than ~~(“European~~direct ~~Union or “EU”), Japan, and the United Kingdom (“United Kingdom” or “UK”)~~sales.

In alignment with our strategic growth objectives, we initiated a global commercialization strategy in 2023. This initiative targets key markets including Australia, the European Union, Japan, and the United Kingdom. Leveraging the exclusive use of third-party distributors, we have successfully secured distribution agreements in 16 countries, including, Australia, Austria, Belgium, Denmark, Finland, Germany, Ireland, Japan, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the UK. Our efforts remain robust as we continuously seek and establish new distribution partnerships within these primary markets.

RESEARCH & DEVELOPMENT

Our research and development activities are focused on advancing our innovative products and building a comprehensive portfolio of solutions, as well as developing clinical applications to advance the management of wound care. Additionally, we continue to conduct clinical studies to provide further efficacy and health economic evidence.

We continue to commit resources to product development to ensure the RECELL platform continues to evolve and that we maintain robust patent protection. On May 29, 2024, the FDA approved our PMA supplement for RECELL GO, our next generation autologous cell harvesting device for the treatment of thermal burn wounds and full-thickness skin defects. RECELL GO maintains the FDA Breakthrough Device designation from predecessor devices. RECELL GO is comprised of a reusable durable base unit and a single-use sterile cartridge. The RECELL GO system aims to control the current manual process of cell disaggregation and filtration, as well as soak time, reducing variability across medical providers compared to the current device. This revolutionary design will also reduce training requirements, allowing us to leverage our sales team more effectively. In turn, we believe the reduction in training medical professionals will lead to increased adoption across our indications and the broader market. RECELL GO offers us an opportunity to expand our intellectual property portfolio. With each iteration of our RECELL device, we anticipate preservation of the therapeutic power of Spray-on Skin Cells, deployed in devices that become appropriate for use in an increasing range of clinical settings. 6

On June 28, 2024, we submitted a PMA supplement for RECELL GO mini, which is designed to address small wounds up to 480 cm2. This version retains the same multi-use processing units as RECELL GO but features a modified cartridge designed for the smaller donor skin samples needed for smaller wounds. On December 23, 2024, the FDA approved our PMA supplement for RECELL GO mini.

In 2024, we completed a post-market study to evaluate repigmentation using RECELL and seek to measure the improvement in the quality-of life following treatment of stable vitiligo with RECELL. Additionally, we initiated a healthcare economic study to capture the longitudinal healthcare costs for a vitiligo patient. In early 2025, we expect these studies to be published, which will support the possible reimbursement necessary for the commercialization of the vitiligo indication.

SALES AND MARKETING

Our commercial organization is focused on clinical case support, staff training, and building awareness to further expand interest in the clinical and economic benefits of ~~RECELL~~our acute wound care products. It is not uncommon in the treatment of wounds to have rotating staff and it is our commitment for all those working with ~~RECELL~~our products to be comfortable with ~~the~~our ~~technology~~technologies both during the procedure as well as during aftercare.

Our commercial organization is composed of highly experienced medical sales representatives as well as former burn and trauma nurses. This organization covers both burns and full-thickness skin defects.

HUMAN CAPITAL

AVITA Medical’s investment in the U.S. commercial success of RECELL has led to the development of best-in-class teams supporting sales, clinical education and training, reimbursement, medical affairs, as well as corporate management and infrastructure. As of December 31, ~~2024~~2025, we ~~had~~employed ~~260~~approximately 226 full-time and part-time employees~~. As of December 31~~, ~~2024,~~the ~~99%~~majority of ~~our~~whom ~~workforce~~are ~~was~~ based in the ~~United States (“United States or “~~U.S.~~”),~~ ~~with~~A a significant number of our management and professional employees ~~having~~have prior experience with leading medical device, biotech, or pharmaceutical companies. None of our employees are covered by collective bargaining agreements.

We embrace differences, diversity and varying perspectives amongst our employee base and are proud to be an equal opportunity employer. We do not discriminate based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, military or veteran status, sexual orientation or any other protected characteristic established by federal, state, or local laws. A diverse workforce as well as an inclusive culture and work environment are fundamentally important and strategic to us, ~~beginning~~starting ~~with~~at ~~our~~the ~~Board~~leadership oflevel ~~Directors~~ and ~~CEO and~~ extending to all levels of the Company. As of December 31, ~~2024~~2025, the Directors of the Company were 33% female, our senior executive team was 40% female, and our total employee base was 52.5% female. ~~In addition to promoting gender diversity, we encourage ethnically diverse talent through our recruiting and retention efforts.~~

INTELLECTUAL PROPERTY

WeIntellectual ~~protect our intellectual~~ property, ~~core~~including ~~technologies, and other know-how through a combination of~~ patents, ~~trademarks,~~ trade secrets, trademarks and IPcopyrights, ~~protection~~is ~~clauses~~critical into our ~~agreements~~business. ~~Additionally,~~Our wecommercial ~~rely~~success depends in part on our ~~research~~ability to obtain and ~~development~~maintain ~~program,~~proprietary ~~clinical~~intellectual ~~trials,~~property ~~know-how~~protection ~~and~~for ~~marketing~~our ~~programs~~current toproducts ~~advance~~as ~~our~~well ~~products~~as ~~and~~for future product candidates, and tonovel ~~expand~~discoveries, ~~our~~product ~~intellectual~~development ~~property~~technologies, ~~rights~~and know-how. WeOur ~~expect~~commercial ~~that~~success ~~our~~also ~~research~~depends ~~and~~in ~~development~~part ~~pipeline,~~on ~~strategic~~our ~~partnerships,~~ability ~~and improvements~~ to ~~RECELL~~operate GOwithout ~~have~~infringing the ~~potential~~proprietary torights ~~result~~of inothers ~~additional~~and ~~patent~~to ~~applications~~prevent inothers ~~the~~from ~~next~~infringing ~~calendar~~our ~~year~~proprietary rights.

InWe ~~2024,~~protect ~~AVITA~~our ~~Medical~~intellectual ~~initiated~~property, acore ~~global~~technologies, ~~patent strategy to cover its flagship RECELL GO product~~ and ~~secured~~other ~~patent~~know-how ~~protection~~through ~~for~~a ~~RECELL~~combination GOof inpatents, ~~all~~trademarks, ~~commercial~~trade ~~markets prior to its June 2024 product launch. AVITA Medical added to its RECELL GO patent coverage throughout 2024~~secrets, ~~ending the year with 18 enforceable patent assets~~ and 13IP ~~pending~~protection ~~patent~~clauses ~~applications~~in ~~globally~~our ~~having expiration dates ranging from March 2034 to December 2043~~agreements. Additionally, ~~AVITA~~we ~~Medical~~rely ~~expects~~on ~~(i)~~our anresearch ~~additional~~and ~~three~~development ~~U.S.~~program, ~~patent~~clinical ~~grants that cover RECELL GO to be issued in 2025~~trials, know-how and ~~(ii)~~marketing ~~multiple~~programs ~~corresponding patent allowances~~ to beadvance ~~issued~~our atproducts ~~the European Patent Office (“EPO”) in 2025~~ and ~~2026.~~product ~~The Company believes that this layered and extensive patent coverage~~candidates, ~~in conjunction with built-in advantages from global regulatory approval processes~~ and ~~our first-~~to~~-market~~ ~~position,~~expand ~~give~~our ~~RECELL~~intellectual GOproperty ~~strong protection in the marketplace~~rights.

~~More~~As ~~broadly, as~~ of December 31, ~~2024~~2025, ~~AVITA~~we ~~Medical’s~~had 6 issued U.S. utility patents, which are expected to expire between 2034 and 2043; 1 issued U.S. design patent, ~~portfolio~~which ~~comprised~~is 29expected to expire in 2038, 7 pending U.S. utility patent ~~grants~~applications, and 335 pending U.S. design patent applications. ~~worldwide~~Additionally, ~~with~~as ~~patent~~of ~~coverage~~December ~~either~~31, ~~secured~~2025, orwe had 3 granted patents in ~~progress~~Australia, 1 granted patent in ~~the~~Brazil, ~~U.S.~~1 granted patent in Canada, 1 granted patent in China, 1 granted patent in Hong Kong, 2 granted patents in Japan, ~~Australia~~2 granted patents in Europe, ~~Brazil~~each validated in Germany, ~~Canada~~Spain, France, ~~Germany~~Great Britain, ~~Hong~~and ~~Kong~~Italy, ~~Italy~~and 3 German utility models, ~~Spain~~which are expected to expire between 2033 and 2041; 4 certified registered designs in Australia, 2 design patents in China, 16 registered community designs in Europe, 2 design registrations in Japan, 16 registered designs in the UKUnited Kingdom, which are expected to expire between 2034 and at2050; ~~the~~and ~~EPO~~5 pending patent applications in Australia, ~~the~~1 ~~European~~pending ~~Union~~patent ~~Intellectual~~application ~~Property~~in ~~Office~~Canada, ~~and~~4 ~~the~~pending ~~World~~patent ~~Intellectual~~applications ~~Property~~in ~~Organization.~~China, ~~These~~7 ~~assets~~pending ~~cover~~patent ~~the~~applications ~~all-~~in~~-one~~ ~~RECELL~~Europe, ~~product~~2 pending patent applications in Hong Kong, ~~RECELL~~4 GOpending patent applications in Japan, ~~methods~~1 ofpending ~~using~~patent ~~the~~application ~~RECELL~~in ~~System~~New Zealand, ~~methods~~6 ofregistered ~~evaluating~~designs ~~the~~in ~~therapeutic~~Australia, ~~potential~~1 ofpending ~~Regenerative~~design ~~Epidermal~~patent ~~Suspension~~in ~~(“RES”)~~China, a5 ~~cell-free~~pending design registrations in Japan, and ~~allogeneic~~6 ~~RES~~pending ~~supernate~~registered designs in New Zealand. The foregoing estimated expiration dates for the issued and granted patents do not account for potentially available patent term extensions and assume payment of appropriate maintenance, renewal, annuity and ~~methods~~other governmental fees. Calculation of ~~preparing~~the aexpiration ~~cell~~of ~~suspension~~issued ~~with~~or ~~exogenous~~granted ~~agents~~patents tois ~~promote~~complex, ~~wound~~varies ~~healing~~by country and is based upon many factors. Accordingly, the foregoing expiration dates are estimates.

8Our owned U.S. and foreign patents and patent applications generally relate to devices for preparing regenerative epidermal suspensions for skin regeneration and wound healing, methods for harvesting and preparing cells for transplant or treatment of a tissue site, including automated preparations, methods of treating a tissue site with a regenerative epidermal suspension, methods of preparing a regenerative suspension with exogenous agents to promote wound healing, methods of evaluating the therapeutic potential of regenerative epidermal suspension, and methods of preparing a cell-free and allogeneic regenerative epidermal suspension supernatant.

Additionally, AVITA Medical owns and defends a global trademark portfolio comprising 148 registered trademarks, common or state law trademarks, and pending trademark applications, including “AVITA Medical,” the AVITA Medical logo, “RECELL,” “RECELL GO”, the RECELL GO logo, “Spray-On Skin,” the RECELL System logo, “Cohealyx,” the Cohealyx logo, and others in the U.S. and international markets.7

Additionally, as of December 31, 2025, we owned 147 registered trademarks, common or state law trademarks, and 17 pending trademark applications, including “AVITA Medical,” the AVITA Medical logo, “RECELL,” “RECELL GO”, the RECELL GO logo, “RECELL GO mini”, “Spray-On Skin,” the RECELL logo, “Cohealyx,” the Cohealyx logo, and others in the U.S. and international markets.

FACILITIES

AVITA Medical leases approximately 17,500 square feet of administrative and office space in Valencia, California that is currently leased through October 31, 2026. ~~The~~We ~~Company~~operate ~~operates~~ an FDA-registered production plant in Ventura, California, in a 27,~~480~~840 square foot facility that is currently leased through September 30, ~~2027~~2030. ~~The~~We ~~Ventura~~also ~~facility~~lease ~~has~~a ~~one~~ 3~~-year~~,360 ~~option~~square tofoot ~~extend~~storage ~~the~~facility ~~lease,~~adjacent atto our ~~sole~~existing ~~option,~~production ~~which~~plant ~~allows~~in ~~for~~Ventura under a ~~total~~ lease ~~extension~~agreement ~~period~~that ~~through~~expires on September 30, 2030. ~~The~~We ~~Company~~ also ~~has~~have an administrative office lease in Irvine, California of approximately 10,700 square feet that is currently leased through the end of July 2028. We also lease a limited amount of incubator space in Irvine, California for scientific research and product development activities.

MANUFACTURING, SUPPLY AND PRODUCTION

We produce ~~the~~ RECELL ~~System~~and PermeaDerm in ~~the~~our Ventura facility under current Good Manufacturing Practices (“cGMP”) and per ISO 13485, which also meets the regulatory requirements of other jurisdictions in which we sell ~~the~~ RECELL ~~System~~. We maintain a state of regulatory compliance and inspection readiness at all times, and any future material changes to our production processes ~~for the RECELL System~~ will be submitted for approval to the FDA and regulatory authorities in other jurisdictions as required.

Within the Ventura facility we perform the final manufacturing, assembly, packaging, and warehousing of RECELL and PermeaDerm. In August of 2025, we received approval from the ~~RECELL~~FDA ~~System~~to conduct quality testing in house for U.S. products, and in October 2025 we received the same approval from our notified body for E.U. products. Bringing quality testing in house reduces our reliance on third-party test laboratories..

AVITA Medical sources multiple components, sub-assemblies, and materials from third-party suppliers, who are required to meet our cGMP quality specifications and associated regulatory requirements. To ensure continuity of supply, we maintain multiple sources of supply for key components, subassemblies and materials, and the majority of critical raw materials and services have multiple qualified suppliers. While a small number of materials remain single -sourced, we are actively working to qualify and validate additional suppliers for these materials as we continue to evaluate methods of removing risk from ~~the~~our supply chain. ~~for~~Additionally, in the ~~RECELL~~second ~~System~~half of 2024, we implemented lean manufacturing methods to increase efficiencies in the production of RECELL. We believe that our current manufacturing capacity at the Ventura facility is sufficient to meet the expected commercial demand for ~~the RECELL System for~~ burns, full-thickness skin injuries, and other indications under development, for the foreseeable future. ~~Additionally, in the second half of 2024, we implemented lean manufacturing methods to increase efficiencies in the production of the RECELL System.~~

AVITA Medical ~~serves~~ships ~~the~~its ~~U.S.~~products ~~burn market by shipping the RECELL System~~ directly from our Ventura facility to customers and distributors. From time-to-time we may also store small quantities of ~~the~~products ~~RECELL System~~ at satellite distribution sites within the U.S. to better support access ~~of the RECELL System~~ to our U.S. customers.

BARDA CONTRACT

BARDA, under the Assistant Secretary for Preparedness and Response, within the U.S. Department of Health and Human Services (“HHS”) has supported our company since 2015. A contract with BARDA provided funding for the development of the RECELL ~~System~~. The BARDA contract also supported the Company’s clinical trial in soft-tissue reconstruction, which led to the full-thickness skin defect indication. In addition to the clinical support provided by BARDA, we managed an inventory system of RECELL ~~Devices~~devices for BARDA to bolster emergency preparedness and support the logistics of emergency deployment of RECELL ~~Systems~~ for use in mass casualty or other emergency situations. Between 2015 and December 31, ~~2024~~2025, we have received an aggregate total of $40.57 million in payments under the contract with BARDA.

As of December 31, 2023, we no longer have a contractual obligation to manage an inventory system for BARDA. However, from that date through September 28, 2025, we ~~will~~had an agreement to provide access to RECELL inventory in the event of a national emergency. Under that agreement, BARDA ~~will~~would pay for any devices requisitioned from this inventory along with a nominal annual maintenance fee to ensure first right of access. We anticipate BARDA will renew that agreement, but has been delayed due to the recent shutdown of the federal government.

COMPETITION

We currently believe that there is no direct competition for RECELL. Additionally, our innovative technology is supported by ~~robust~~our expanding intellectual property ~~rights~~portfolio and we believe that regulatory approval processes around the world will continue to provide additional and significant barriers to entry against meaningful competition. Despite these meaningful competitive advantages, the medical device, biotechnology, and pharmaceutical industries are highly competitive and subject to rapid advancements in technology, as well as changes in practice. In the future, we may face competition from various sources, including medical device, pharmaceutical, and wound care companies, academic and medical institutions, governmental agencies, medical practitioners, and public and private research institutions, among others. Consequently, any product that we successfully develop and/or commercialize will compete with both existing therapies and any new therapies that may emerge in the future.

In both the ~~burns~~burn and non-burn wound markets, our indirect competitor is primarily split-thickness autografts. While RECELL complements autografts for the treatment of various wound injuries, split-thickness autografts represent the traditional surgical procedure and the current standard of care. However, based on our clinical trials and commercial experience, we believe that RECELL offers sustainable competitive, clinical, and economic advantages over the traditional surgical procedure. We also believe that our current portfolio products (~~PermeaDerm~~Cohealyx and ~~Cohealyx~~PermeaDerm),l ~~as well as future portfolio products, will~~ enhance these advantages.

GOVERNMENT REGULATIONS

The production and marketing of ~~the~~our ~~RECELL~~current ~~System~~products, ~~and~~as well as any additional product candidates developed in future ongoing research and development activities, are subject to regulation by numerous governmental authorities including the FDA in the U.S. and similar agencies in other countries throughout the world. Pursuant to its authority under the Federal Food, Drug, and Cosmetic Act (the “FD&C Act”), the FDA has jurisdiction over medical devices in the U.S. The FDA regulates the design, development, manufacturing, and distribution of medical devices to ensure that medical products distributed domestically are safe and effective for their intended uses. The FD&C Act classifies medical devices into one of three categories based on the risks associated with the device and the level of control necessary to provide reasonable assurance of safety and effectiveness. Devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously 510(k) -cleared device, are categorized as Class III. These devices typically require submission and approval of a PMA. ~~The~~ RECELL ~~System~~ is categorized as a Class III medical device, and in September 2018 the FDA granted our PMA for use in the treatment of acute thermal burns in patients 18 years and older. In June 2021, the FDA approved a supplement to our PMA to expand the use of RECELL in pediatric patients with full-thickness burns. In June 2023, the FDA approved both a supplement to our PMA to expand the use of RECELL for full-thickness skin defects and an original PMA to expand the use of RECELL for the repigmentation of stable depigmented vitiligo lesions. On May 29, 2024, the FDA approved our PMA supplement for RECELL GO, our next generation autologous cell harvesting device, to treat thermal burn wounds and full-thickness skin defects. On December 23, 2024, the FDA approved RECELL GO mini. Cohealyx and PermeaDerm have both received 510(k) clearance from the FDA.

To support additional PMAs or PMA supplements in the U.S. or applications for approval in other regions, the completion of additional clinical and non-clinical studies and supporting development activities will likely be required. Clinical trials can take many years to complete and require the expenditure of substantial resources. The length of time varies substantially according to the type, complexity, novelty, and intended use of the product candidate. We cannot make any assurances that once clinical trials are completed by us or a collaborative partner, we will be able to submit as scheduled a marketing approval request to the applicable governmental regulatory authority, or that such request and application will be reviewed and cleared by such governmental authority in a timely manner, or at all. Although we intend to make use of fast-track and abbreviated regulatory approval programs when possible and commercially appropriate, we cannot be certain that we will be able to obtain the clearances and approvals necessary for clinical testing or for manufacturing and marketing our product candidates. Delays in obtaining regulatory approvals could adversely affect the development and commercialization of our product candidates and could adversely impact our business, financial condition, and results of operations. During the course of clinical trials and non-clinical studies, product candidates may exhibit unforeseen and unacceptable safety considerations. If any unacceptable side effects were to occur, we may, or regulatory authorities may require us to, interrupt, limit, delay or abort the development of our potential products.

109

Any products manufactured or distributed by us pursuant to regulatory approvals are subject to continuing regulation by the FDA and similar agencies in other countries, including maintaining records supporting manufacturing and distribution under cGMP, periodic reporting, advertising, promotion, compliance with any post-approval requirements imposed as a conditional of approval, recordkeeping and reporting requirements, including adverse events experiences. After approval, material changes to the approved product, such as adding new indications or other labeling claims, or changes to the manufacturing process, are subject to prior approval by the FDA and other regulatory agencies. Medical device manufacturers and their subcontractors are required to register their establishments with the FDA, certain state agencies and international agencies. Subcontractors are subject to periodic announced and unannounced inspections by the FDA and other agencies for compliance with cGMP. We have established processes ~~in place~~ for the categorization of vendor criticality and the associated activities for qualification and monitoring of vendors. These activities include, but are not limited to, requiring certification of supplier in conformance to relevant cGMP requirements and other FDA and international agency regulatory requirements, approved supplier lists, and ~~regularly~~ Company-conducted audits. In addition, all goods and services purchased from suppliers by us must be purchased from only those suppliers on the approved supplier list. Furthermore, the Company itself will continue to comply with all relevant FDA requirements and regulations and any applicable international agency regulatory requirements in its continued manufacturing and promotion of its FDA approved commercial products.

In addition to FDA approval in the U.S., ~~the~~ RECELL ~~System~~ has received various approvals and registrations in international markets. ~~The~~ RECELL ~~System~~(including isRECELL ~~TGA-registered~~GO) inhas ~~Australia,~~ received CE-mark approval in Europe; RECELL, ~~and~~excluding ~~received~~RECELL ~~Japan’s~~GO, has received PMDA approval for burns in Japan and is TGA-registered in Australia.

HEALTHCARE LAWS AND REGULATIONS

AVITA Medical is a manufacturer of medical devices, and therefore we are subject to regulations by the FDA and various federal and state healthcare laws and regulations. These regulations govern our advertising and promotional practices, our interactions with healthcare providers (“HCPs”), and our reporting of any payments made to HCPs. AVITA Medical is committed to the highest standards of business conduct in accordance with the AdvaMed Code of Ethics on Interactions with Health Care Professionals (the “AdvaMed Code”). We are members of AdvaMed and have been AdvaMed-certified since December 2025, reflecting our commitment to ethical, transparent, and compliant interactions with healthcare providers.

Interactions with Healthcare Providers

Providing any benefits or advantages to HCPs in order to induce or encourage the use or referral of AVITA products is strictly prohibited by both U.S. and international laws and regulations. Restrictions under applicable federal and state healthcare laws and regulations include but are not limited to the following:

•

The federal healthcare Anti-Kickback Statute (“AKS”). AKS prohibits any person from soliciting, offering, receiving, or providing any remuneration in cash or in kind, whether directly or indirectly, to induce or reward the referral, purchase, lease, order, or recommendation of any item or service for which payment may be made in whole or in part under a federal healthcare program such as Medicare and Medicaid.

•

The federal False Claims Act (“FCA”). FCA may be enforced by either the U.S. Department of Justice or private whistleblowers should they choose to bring civil (qui tam) actions on behalf of the federal government. The FCA imposes civil penalties, as well as liability for treble damages and for attorneys’ fees and costs, on individuals or entities who knowingly present, or cause to be presented, claims for payment that are false or fraudulent to the federal government. FCA also imposes similar penalties on those who make a false statement material to a fraudulent claim, or who improperly avoid, decrease, or conceal an obligation to pay money to the federal government.

•

State and foreign laws and regulations may apply to sales or marketing arrangements and claims involving healthcare devices or services reimbursed by non-governmental third-party payors.

Additionally, certain state laws require medical device companies to comply with voluntary guidelines in our interactions with healthcare providers promulgated by global trade associations and relevant compliance guidance issued by the HHS, Office of Inspector General. Such guidelines prohibit medical device manufacturers from offering or providing certain types of payments or gifts to health care providers; and/or require the disclosure of gifts or payments to healthcare providers. We maintain a robust compliance program designed to meet applicable federal and state laws and to align with recognized industry standards, including the AdvaMed Code and relevant HHS Office of Inspector General guidance.

Interactions with Foreign Officials and Entities

The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits any U.S. individual or business from paying, offering, or authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party, or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the U.S. to comply with accounting provisions requiring companies to maintain books and records that accurately and fairly reflect all transactions of companies, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations. We are also subject to similar regulations under the Australian bribery laws and other anti-corruption laws that apply in countries where we do business.

Federal and State Reporting

Pursuant to the federal National Physician Payment Transparence Program (Open Payments) Act, AVITA Medical is required to annually report ~~any~~certain payments or transfers of value to HCPs annually to ~~the Centers for Medicare and Medicaid Services within the HHS~~CMS. In addition to adhering to these federal reporting requirements, we are required to make similar annual reports to relevant state agencies.

Privacy

Various federal, state, and foreign laws govern the privacy and security of consumer and patient information. We comply with all such applicable laws.

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

We are subject to extensive environmental, health and safety laws and regulations in a number of jurisdictions, primarily in California and the U.S., governing, among other things: the use, storage, registration, handling, emission and disposal of chemicals, waste materials and sewage; chemicals, air, water and ground contamination; and air emissions and the cleanup of contaminated sites, including any contamination that could result from spills due to our failure to properly dispose of production waste materials. Our operations at our Ventura manufacturing facility produce a small amount of waste materials that are considered minimally hazardous, and we use a third-party waste disposal company to remove any waste generated during operations from the facility. Our activities require permits from various governmental authorities including local municipal authorities. Local and state authorities may conduct periodic inspections in order to review and ensure our compliance with the various regulations. We are not presently aware of any material violations or deficiencies relating to these requirements. These laws, regulations and permits could potentially impose additional costs related to compliance or remediation.

AVAILABLE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. In addition, copies of announcements made by the Company to ASX are available on the ASX website (www.asx.com.au) and also, under the heading “Investors: Press Releases” at the following link on our website https://ir.avitamedical.com/press-releases/news-releases. Our filings with the SEC, including without limitation, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge on our website under the heading “Investors: Financials _SEC Filings” at the following link on our website (https://ir.avitamedical.com/financials/sec-filings), as soon as reasonably practicable after we file or furnish them electronically with the SEC. We maintain a website at www.avitamedical.com. Information contained on our website is not part of or incorporated into this Annual Report.

~~ORGANIZATIONAL STRUCTURE~~11

As of December 31, 2023, the business activities of AVITA Medical Pty Limited, AVITA Medical Europe Limited, Visiomed Group Pty Ltd, C3 Operations Pty Ltd and Infamed Pty Ltd were liquidated. AVITA Medical Americas LLC was transferred from C3 Operations Pty Ltd to be directly held by the Company. As of January 28, 2025, AVITA Medical Pty Limited, AVITA Medical Europe Limited, Visiomed Group Pty Ltd, C3 Operations Pty Ltd and Infamed Pty Ltd were deregistered, leaving AVITA Medical Americas, LLC as the sole subsidiary of the Company.

Item 1A. RISK FACTORS

Our business faces significant risks. You should carefully consider all of the information set forth in this annual report, including the following risk factors. Our business, results of operations, and financial condition could be materially and adversely affected by any of these risks, and in such event, the trading price of our common stock would likely decline, and you might lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties, and our results could materially differ from those anticipated in these forward-looking statements. See “Forward-Looking Statements” included elsewhere within this Annual Report for a discussion of certain risks, uncertainties and assumptions associated with these statements.

Risks Related to Our Business Operations

We have experienced significant losses, expect losses to continue for the foreseeable future and may never achieve or maintain profitability.

Although we have begun full scale marketing and sales of our ~~RECELL®~~products ~~System~~ in the United States and other jurisdictions, we have not yet achieved profitability. We had a total net loss of $6148.86 million and $3561.48 million for the year ended December 31, ~~2024~~2025 and ~~December 31~~2024, ~~2023,~~ respectively. We have incurred a cumulative deficit of $~~359~~408.84 million through December 31, ~~2024~~2025. We anticipate that we may continue to incur losses at least until sales of ~~the~~our ~~RECELL~~products ~~System~~ are adequate to fund operating expenses. We may not be able to successfully achieve or sustain profitability. Successful transition to profitable operations is dependent upon achieving a level of revenues adequate to support our cost structure, including in new markets where regulatory approval is in process or pending.

Servicing our debt requires a significant amount of cash and we are subject to a number of restrictive covenants relating to our indebtedness, which may restrict our business and financing activities.

~~Pursuant~~We tohad ~~the~~previously ~~Credit~~entered ~~Agreement~~into ~~that~~a wecredit ~~entered~~agreement with OrbiMed Advisors, LLC (as amended, the “Previous Credit Agreement”) on October 18, 2023, most recently amended in the Previous Credit Agreement’s ~~Third~~Sixth Amendment, on November 75, ~~2024~~2025 (the “~~Third~~Sixth Amendment”), weand incurred $40.0 million of indebtedness secured by substantially all of our assets. This level of debt could have significant consequences on future operations, including increasing our vulnerability to adverse economic and industry conditions and limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.

~~Our~~On ~~ability~~January to13, ~~make~~2026, ~~scheduled~~we ~~payments~~entered ofinto ~~interest~~a ~~depends~~new onCredit ~~our~~Agreement ~~future~~and ~~performance,~~Guaranty ~~which~~(the is“Perceptive ~~subject~~Credit toAgreement”), ~~interest~~and ~~rate~~Security ~~risk~~Agreement (the “Security Agreement”), asby ~~well~~and among us, as ~~economic~~borrower, ~~financial~~Avita Medical Americas, ~~competitive~~LLC, ~~and~~a ~~other~~wholly-owned ~~factors~~subsidiary ~~beyond~~of ~~our~~the ~~control.~~Company, Weas ~~are~~guarantor ~~exposed~~(the to“Guarantor,” ~~risks~~taken ~~related~~together towith athe ~~potential~~Company, ~~rising~~the ~~interest~~“Obligors”) ~~rate~~and ~~environment~~Perceptive ~~for~~Credit ~~the~~Holdings ~~debt~~V, ~~which~~LP ~~could~~as ~~cause~~a ~~our~~lender ~~borrowing~~and ~~costs~~the toadministrative ~~rise~~agent (the “Lender,” and ~~impact~~the ~~our~~“Administrative ~~liquidity~~Agent,” as applicable). ~~Our~~The ~~business~~Perceptive Credit ~~may~~Agreement ~~not~~provides ~~generate~~for ~~cash~~a ~~flow~~five-year ~~from~~senior ~~operations~~secured credit facility in ~~the~~an ~~future~~aggregate ~~sufficient~~principal amount of up to ~~service~~$60 ~~our~~million ~~debt~~(the in“Loan ~~cash~~Facility”), ~~while~~of ~~simultaneously~~which ~~making~~(i) ~~necessary~~$50 ~~capital~~million ~~expenditures.~~was Infunded ~~addition,~~on ifthe Closing Date (the ~~Company’s~~“Initial ~~net~~Commitment ~~revenue~~Amount”) ~~does~~and ~~not~~(ii) ~~equal~~$10 million will be made available, at our discretion by notice to the Administrative Agent on or ~~exceed~~before March 31, 2027, subject to satisfaction of a certain ~~amount~~net ~~for~~revenue ~~upcoming~~requirement ~~fiscal~~(the ~~periods~~“Additional asCommitment ~~set~~Amount”). ~~forth~~On in the ~~Credit~~Closing ~~Agreement~~Date, ~~then~~we closed on the ~~Company~~Initial ~~will~~Commitment beAmount, ~~required~~less tocertain ~~repay~~fees 5%and ofexpenses ~~the~~payable ~~outstanding~~to ~~principal~~or ~~amount~~on behalf of ~~its~~the ~~indebtedness~~Lender. ~~(along~~Simultaneously with ~~interest~~the ~~accrued~~closing onof ~~that~~the ~~principal~~Initial ~~amount~~Commitment ifAmount, ~~not~~we ~~already~~repaid ~~paid)~~ in ~~equal~~full ~~quarterly~~and ~~installments,~~terminated inall ~~addition~~of toobligations ~~paying~~and ~~both~~commitments a(other ~~repayment~~than ~~fee~~previously ~~and~~issued awarrants) ~~prepayment~~(the ~~fee~~“Refinancing ~~with~~Transaction”)[1] ~~each~~under ~~quarterly~~the ~~installment~~Previous Credit Agreement.

IfThis welevel ~~are~~of ~~unable~~debt tocould ~~generate~~have ~~sufficient~~significant ~~cash~~consequences ~~flow~~on tofuture ~~satisfy payment obligations under the Credit Agreement~~operations, weincluding ~~may~~increasing beour ~~required~~vulnerability to ~~adopt~~adverse ~~one~~economic orand ~~more~~industry ~~alternatives,~~conditions ~~such~~and aslimiting ~~obtaining~~our ~~additional~~flexibility ~~equity~~in ~~capital~~planning onfor, ~~terms that may be onerous~~ or ~~highly~~reacting ~~dilutive. We may not be able~~ to, ~~engage~~changes in ~~any~~our ofbusiness ~~these~~and ~~activities, or such activities may only be available to~~ the ~~Company~~markets onin ~~undesirable terms,~~ which ~~could~~we ~~result in a default on our debt obligations~~compete.

~~The~~Our ~~restrictions~~ability ~~and~~to ~~covenants~~make inscheduled ~~the~~payments ~~Credit~~of ~~Agreement~~interest ~~may~~depends ~~also~~on ~~prevent~~our usfuture ~~from~~performance, ~~taking~~which ~~actions~~is ~~that~~subject weto ~~believe~~interest ~~would~~rate berisk, inas ~~the~~well ~~best~~as ~~interests~~economic, offinancial, ~~our business~~competitive, and ~~may~~other ~~make~~factors itbeyond ~~difficult for us to successfully execute~~ our ~~business~~control. ~~strategy~~We ~~or effectively compete with companies that~~ are ~~not~~exposed ~~similarly~~to ~~restricted.~~risks ~~Our~~related ~~ability~~ to ~~comply~~a ~~with~~potential ~~these~~rising ~~covenants~~interest inrate ~~future~~environment ~~periods~~for ~~will largely depend on~~ the ~~success~~debt, ofwhich ~~our~~could ~~products,~~cause ~~and~~ our ~~ability~~borrowing costs to ~~successfully~~rise ~~implement~~and impact our ~~overall~~liquidity. Our business ~~strategy.~~may Wenot ~~may~~generate becash ~~unsuccessful~~flow infrom ~~obtaining~~operations ~~waivers~~in orthe ~~amendments~~future sufficient to ~~restrictions~~service ~~and~~our ~~covenants~~debt in ~~certain~~cash ~~agreements~~while ~~with~~simultaneously ~~our~~making ~~customers~~necessary orcapital ~~counterparties~~expenditures. ~~And~~In ~~any~~addition, ~~breach~~if by the Company’s ofnet ~~covenants~~revenue ~~and~~does ~~restrictions~~not inequal ~~such~~or ~~agreements~~exceed ~~could~~a ~~result~~certain inamount afor ~~default~~upcoming ~~under~~fiscal periods as set forth in the Perceptive Credit Agreement, ~~which~~then ~~could~~the ~~result~~Company inwill anbe ~~acceleration~~in default of the ~~repayment~~Perceptive ofCredit ~~our indebtedness~~Agreement.

We may require additional financing in the future to continue the development and commercialization of our RECELL System or any future products, which may cause dilution to our existing stockholders. If additional financing is not available, we may have to postpone, reduce or cease operations._________________________________

13[1]Additional details concerning the Perceptive Credit Agreement, the Security Agreement, and the Refinancing Transaction are provided in Item 7, infra.

If we are unable to achieve profitability sufficient to permit us to fund our operations, repay indebtedness in accordance with the Credit Agreement, and take other planned actions, we may be required to raise additional capital. There can be no assurance that such capital would be available on favorable terms, or available at all. If we raise additional capital through the issuance of equity, the percentage ownership held by existing stockholders may be reduced, and the market price of our common stock or CDIs could fall due to an increased number of shares or CDIs available for sale in the market. If we are unable to secure additional capital as circumstances require, we may not be able to fund our planned activities or continue our operations.12

If we are unable to generate sufficient cash flow to satisfy payment obligations under the Perceptive Credit Agreement, we may be required to adopt one or more alternatives, such as obtaining additional equity capital on terms that may be onerous or highly dilutive. We may not be able to engage in any of these activities, or such activities may only be available to the Company on undesirable terms, which could result in a default on our debt obligations.

The restrictions and covenants in the Perceptive Credit Agreement may also prevent us from taking actions that we believe would be in the best interests of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. Our ability to comply with these covenants in future periods will largely depend on the success of our products, and our ability to successfully implement our overall business strategy. We may be unsuccessful in obtaining waivers or amendments to restrictions and covenants in certain agreements with our customers or counterparties. And any breach by the Company of covenants and restrictions in such agreements could result in a default under the Perceptive Credit Agreement, which could result in an acceleration of the repayment of our indebtedness.

We may require additional financing in the future to continue the development and commercialization of our current and future products, which may cause dilution to our existing stockholders. If additional financing is not available, we may have to postpone, reduce or cease operations.

If we are unable to achieve profitability sufficient to permit us to fund our operations, repay indebtedness in accordance with the Perceptive Credit Agreement, and take other planned actions, we may be required to raise additional capital. There can be no assurance that such capital would be available on favorable terms, or available at all. If we raise additional capital through the issuance of equity, the percentage ownership held by existing stockholders may be reduced, and the market price of our common stock or CDIs could fall due to an increased number of shares or CDIs available for sale in the market. If we are unable to secure additional capital as circumstances require, we may not be able to fund our planned activities or continue our operations.

The markets in which we operate are highly competitive and innovative. Our competitors may develop products that render our products less attractive or obsolete and our business may deteriorate.

The markets for our products are highly competitive and our competitors may develop products that may more effectively compete with our products. Our competitors may have significantly more financial and other resources to invest in product development. We must, therefore, continue to develop and market new products, or we risk our products becoming obsolete, in which case, our revenues may decline, adversely impacting our financial condition or our business prospects.

Our success depends, in part, on our relationships with, and the efforts of, third-party distributors.

We rely on third-party distributors for a portion of our sales in countries outside of the U.S. Our distributors may not commit the necessary resources to market and sell our products to the level of our expectations, and, regardless of the resources they commit, they may not be successful. If we are not able to maintain our distribution network, if our distribution network is not successful in marketing and selling our products, or if we experience a significant reduction, cancellation, or change in the size and timing of orders from our distributors, our revenues could decline significantly and lead to an inability to meet operating cash flow requirements, which would have a material adverse effect on our business, financial condition, or results of operations.

We may be unsuccessful in commercializing our RECELL System or other future products due to unfavorable pricing regulations or third-party coverage or reimbursement policies.

We cannot guarantee that we will receive favorable pricing or reimbursement for use of our products. The rules and regulations that govern pricing and reimbursement for medical products vary widely from country to country or from indication to indication, and within the United States, can also vary widely from one health system or hospital to the next. In some foreign jurisdictions, including the EU and the individual jurisdictions within it, the government largely controls pricing of medical products. In other countries, coverage negotiations must occur at the regional or hospital level. And pricing negotiations can take considerable time after the receipt of marketing approval for a medical product.

As a result, even after obtaining regulatory approval for a product in a particular country, we may be subject to price regulations or limited reimbursement, which may delay or limit our commercial launch of the product and negatively impact the revenue we are able to generate from the sale of the product in that country. Further, such pricing limitations may hinder our ability to recoup our total investment in our RECELL System or other future products. If we are unable to promptly obtain coverage and profitable payment rates from hospital budgets, as well as from either government-funded or private purchasers, for the RECELL System or any future products, this could have a material adverse effect on our operating results, our ability to raise capital needed to commercialize products, and our overall financial condition.

For example, we presently benefit from various reimbursement codes, including the following:

Medicare Severity Diagnosis-Related Groups (“MS-DRGs”), for hospitals with inpatient services.

Specific International Classification of Disease, 10th revision, Procedure Classification System (“ICD-10-PCS”) code series describing our “cell suspension technique” for the use of the RECELL System.

CPT codes that describe “skin cell suspension autograft to support physician reimbursement by professional healthcare services and for facility services at ambulatory surgical centers (“ASCs”), and Ambulatory Payment Classifications (“APCs”) for hospital reimbursement for outpatient department services.

There can be no guarantee that the above reimbursement codes will not be withdrawn, reduced, consolidated or otherwise altered in a manner which is not supportive of ongoing commercial use of the RECELL System.

Certain of our products are dependent on specialized sources of supply potentially subject to disruption which could have a material, adverse impact on our business.

Due to the cost and regulatory requirements associated with qualifying multiple suppliers, in 2023, we single-sourced some of our material components. To the extent that any of these single-sourced suppliers experience disruptions in deliveries due to production, quality, or other issues, we are potentially subject to similar production delays or unfavorable cost increases. In 2024, we started investing resources to secure additional suppliers for some of our key raw materials, but these efforts only mitigate, but do not eliminate, our supply chain risk.

We rely on third parties to conduct, supervise, and monitor our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain or maintain regulatory approval for or commercialize our products and our business could be substantially harmed.

We rely on clinical research organizations (“CROs”) and clinical trial sites to ensure our clinical trials are conducted properly and on time. While we have agreements governing their activities, we have limited influence over their actual performance. CROs manage and monitor the duties and functions pertaining to clinical trials and we control only certain aspects of our CROs’ activities. Nevertheless, we remain responsible for ensuring that each of our clinical trials is conducted in accordance with applicable protocol, legal, regulatory, and scientific standards, and our reliance on CROs does not relieve us of our such responsibilities.

We and our CROs are required to comply with the FDA’s GCPs for conducting, recording, and reporting the results of clinical trials to assure that the data and reported results are credible and accurate and that the rights, integrity, and confidentiality of clinical trial participants are protected. The FDA, and comparable foreign regulatory authorities, enforce these GCPs through periodic inspections of trial sponsors, principal investigators, and clinical trial sites. If we or our CROs fail to comply with applicable GCPs, the clinical data generated in our future clinical trials may be deemed unreliable and the FDA or other foreign regulatory authorities may require us to perform additional clinical trials before approving any marketing applications.

If our CROs do not successfully carry out their contractual duties or obligations, fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements, or for any other reasons, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain or maintain regulatory approval for, or successfully commercialize, our products. If any such event were to occur, our financial results and the commercial prospects for our products would be harmed, our costs could increase, and our ability to generate revenues could be delayed. If any of our relationships with these third-party CROs terminate, we may not be able to enter into arrangements with alternative CROs or to do so on commercially reasonable terms. Further, switching or adding additional CROs involves additional costs and requires management resources. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which could materially impact our ability to meet our desired clinical development timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter challenges or delays in the future or that these challenges or delays will not have a material adverse impact on our business, financial condition, or results of operations.

We may encounter substantial delays in further clinical studies necessary to support regulatory applications for additional commercial applications of our technology.

We cannot guarantee that any pre-clinical testing or clinical trials will be conducted as planned or on schedule, or completed at all. As a result, we may not achieve the expected clinical milestones necessary for approval by the FDA, or other regulators, for the use of our ~~RECELL~~products ~~System~~ for additional applications or indications in the United States or other countries.

A failure in a clinical study or regulatory application can occur at any stage. Events that may prevent successful or timely

commencement, enrollment or completion of a clinical study or a regulatory application include:

•

delays in raising, or inability to raise, sufficient capital to fund the planned trials;

•

delays in reaching a consensus with regulatory agencies on trial design;

•

changes in trial design;

•

inability to identify, recruit, and train suitable clinical investigators;

•

inability to add new clinical trial sites;

•

delays in reaching agreement on acceptable terms for the performance of the trials with prospective clinical research organizations and clinical trial sites;

•

delays in recruiting suitable clinical sites and patients (i.e., subjects) to participate in clinical trials;

•

imposition of a clinical hold by regulatory agencies for any reason, including negative clinical results, safety concerns or as a result of an inspection of manufacturing or clinical operations or trial sites;

•

failure by any relevant parties to adhere to clinical trial requirements;

•

failure to perform in accordance with the FDA’s Good Clinical Practice (“GCPs”), or applicable regulatory guidelines in other countries;

•

delays in the testing, validation, manufacturing, and delivery to the clinical sites of the product candidates;

•

delays caused by clinical trial sites not completing a trial;

•

failure to demonstrate adequate effectiveness;

•

occurrence of serious adverse events in clinical trials associated with the product candidates that are viewed to outweigh its potential benefits;

•

changes in regulatory requirements or guidance that require amending or submitting new clinical protocols;

~~adverse events, safety issues, product recalls, manufacturing or supply chain interruptions, or poor clinical outcomes where the RECELL System is being used commercially; and~~ 14

•

adverse events, safety issues, product recalls, manufacturing or supply chain interruptions, or poor clinical outcomes where RECELL is being used commercially; and

•

disagreements with regulatory agencies in the interpretation of the data from our clinical trials.

Delays, including delays caused by the above factors, can be costly and could negatively affect our ability to complete clinical trials for our product candidates. If we are not able to successfully complete clinical trials or are not able to do so in a timely and cost-effective manner, we will not be able to obtain regulatory approval for the use of our ~~RECELL~~products ~~System~~ for additional applications or indications, all of which could have a material adverse effect on our business, financial condition, or results of operations.

Product development is an expensive, uncertain and lengthy process.

We have significant product development projects ongoing that, if successful, are intended to continue to improve the consistency and ease for the use of RECELL across indications and wound sizes, as well as expand our portfolio of complementary products. The costs, timeline, and ultimate success of these product development programs are subject to risk and uncertainty. If we are not able to develop and obtain regulatory approval for our new products in a timely fashion and within budget, our business prospects and financial condition may suffer.

Development and commercialization of our products require successful completion of the regulatory approval process and may suffer delays or fail.

In the United States, as well as other jurisdictions, we have been and will be required to apply for and receive regulatory authorization before we can market our products. ~~For~~We ~~instance, the~~may first generation of RECELL has been approved by regulatory authorities in Australia and the EU for use in the treatment of burns and acute wounds, and by regulatory authorities in Japan for use in certain treatments of burns. However, we will require additional clinical data or approvals from regulatory authorities within ~~these~~the jurisdictions in which we operate to market improved versions of RECELL for the same or additional indications, and from any other jurisdictions in which we seek to market the product. This process can be time-consuming and complicated, and may result in unanticipated delays or fail altogether.

To secure marketing authorization, an applicant generally is required to submit an application that includes the data supporting pre-clinical and clinical safety and effectiveness as well as detailed information on the manufacturing and control of the product, proposed labeling, and other additional information. Before marketing authorization is granted, regulatory authorities may require the inspection of the manufacturing facility and quality systems (including those of third parties) at which the product candidate is manufactured and tested, as well as potential audits of the non-clinical and clinical trial sites that generated the data cited in the marketing authorization application.

We cannot predict whether any additional marketing authorizations will ultimately be granted or how long the applicable regulatory authority or agency approval processes will take. Regulatory agencies, including the FDA, have substantial discretion in the approval process. In addition, the approval process and the requirements governing clinical trials vary from country to country. The policies of the FDA or other regulatory authorities may change, and additional government regulations may be enacted that could prevent, limit or delay the necessary approval of any products we may develop and commercialize. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or elsewhere. If we are slow or unable to adapt to new or changed requirements, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained, which may impact our ability to achieve or sustain profitability.

Additionally, any future regulatory approvals that we receive may also contain requirements for costly post-marketing testing and surveillance to monitor the safety and effectiveness of the product. Once a product is approved, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion, import, export, distribution, and record-keeping for the product will be subject to extensive and ongoing regulatory requirements. These requirements include submission of safety and other post-marketing reports, registration, and continued compliance with good manufacturing practices (including for any clinical trials that we conduct post-approval).

Finally, per FDA regulations, changes made to products, specifications, or test data evaluation methodology would generally require communication with the FDA. There are several pathways for communicating with the FDA of such changes. As part of such review, the FDA may request additional information, at which time the product may become temporarily unavailable.

We are highly dependent on our regulatory approval in the United States and failure to maintain that approval would materially impact our business and prospects.

Our business is highly dependent on the PMA we received in September 2018 from the FDA, including subsequent PMA supplement approvals for acute wound indications. This PMA allows us to sell ~~our~~ RECELL and RECELL GO in the United States, our current primary market. While we intend to take every action and precaution to ensure that our PMA remains effective, it is possible that the FDA could take a position in the future that requires a modification, temporary suspension or revocation of our PMA. Any such action by the FDA would have a material adverse effect on our business.

Obtaining and maintaining regulatory approval for a product in one jurisdiction does not mean that we will be successful in obtaining regulatory approval for that product in other jurisdictions.

Obtaining and maintaining regulatory approval for a product in one jurisdiction does not guarantee that we will be able to obtain or maintain similar approval in other jurisdictions; further, a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even though the FDA has granted marketing approval for use of ~~our~~ RECELL ~~System~~in ~~for~~ the treatment of full-thickness skin defects and vitiligo, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing, and promotion of the product in those jurisdictions if not currently approved. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the United States, including the requirement in such jurisdictions of additional clinical studies due to clinical trials conducted in one jurisdiction not being accepted by regulatory authorities in other jurisdictions. In addition, in certain jurisdictions outside the United States, the reimbursement and/or intended price of a medical device must be approved before it can be approved for sale in that jurisdiction.

Product recalls or inventory losses caused by unforeseen events may adversely affect our operating results and financial condition.

Our products are manufactured, stored, and distributed using technically complex processes requiring specialized facilities, highly specific raw materials and other production constraints. The complexity of these processes, as well as strict company and government standards for the manufacture, storage, and distribution of our product candidates, subject us to risks. In addition, process deviations or unanticipated effects of approved process changes may result in production runs of our ~~RECELL~~products ~~System~~ not complying with stability requirements or specifications. The occurrence or suspected occurrence of production and distribution difficulties can lead to lost inventories and in some cases product recalls, with consequential reputational damage and the risk of product liability. The investigation and remediation of any identified problems can consume management resources and cause production delays, substantial expense, lost sales, and delays of new product launches. In the event our production efforts require a recall or result in an inventory loss, our operating results and financial condition may be adversely affected.

We face manufacturing risks that may adversely affect our ability to manufacture products and could reduce our gross margins and negatively affect our business and operating results.

Our success depends, in part, on our ability to manufacture our current and future products in sufficient quantities and on a timely basis to meet demand, while managing manufacturing costs, while continuing to adhere to product quality standards and comply with regulatory quality system requirements. We have a manufacturing facility located in Ventura, California where we produce, package, and warehouse ~~the~~ RECELL ~~System~~and PermeaDerm. We also rely on global third-party manufacturers for production of some of the components used in ~~the~~ RECELL ~~System~~. If our facility or the facilities of our third-party contract manufacturers suffer damage or experience a force majeure event, this could materially impact our ability to operate.

We are also subject to other risks relating to our manufacturing capabilities, including:

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quality levels and reliability of components, sub-assemblies, and materials that we source from third-party suppliers, who are required to meet our quality specifications, some of whom are our single-source suppliers for the products they supply;

•

failure to secure raw materials, components, and materials in a timely manner, in sufficient quantities or on commercially reasonable terms;

•

inability to secure raw materials, components, and materials of sufficient quality to meet the exacting needs of medical device manufacturing;

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inability to increase production capacity or volumes to meet demand.

As demand for our products increases, we will have to invest additional resources to purchase raw materials and components, sub-assemblies, and materials, hire and train employees, and enhance our manufacturing processes. If we fail to increase our production capacity efficiently to meet demand for our products, we may not be able to fill customer orders on a timely basis, our sales may not increase in line with our expectations, and our operating margins could fluctuate or decline. It may not be possible for us to manufacture our products at a cost or in quantities sufficient to make these products commercially viable or to maintain current operating margins, all of which could have a material adverse effect on our business, financial condition, or results of operations. Accordingly, we are continually identifying additional third-party suppliers who could serve as replacement suppliers should the need arise.

Compliance with environmental, health and safety requirements is costly and, if not achieved, could result in material financial fines, costly litigation, and a material adverse impact on the business.

Our manufacturing and other processes may involve the use of hazardous materials subject to federal, state, local, and foreign environmental requirements. Under some environmental laws and regulations, we could be held responsible for costs at third-party sites that we have used for waste disposal, or for contamination at our past or present facilities. Failure to comply with current or future environmental laws or regulations could result in significant fines and expenses which could have an adverse impact on our financial condition or business prospects.

We may be subject to civil fines and/or criminal penalties if the FDA determines that we have marketed or promoted our products for off-label usage.

If the FDA determines that our marketing activities constitute off-label promotion, the FDA could impose civil fines or even criminal penalties on the Company and our executives, withdraw or recall our approved product from the market, as well as limit our products from such off-label usage.

We rely on information technology systems for critical business functions and the operations of our business.

We rely upon complex, integrated information technology (“IT”) systems in our business functions including our quality systems to operate our business. If any of our IT systems were to be disrupted or fail, our business could suffer irreparable harm, including financial loss, adverse impact to our operations, and reputational damage.

A cyber security incident could be disruptive to our business, compromise confidential data, cause reputation harm, and subject us to litigation and federal and state governmental inquiries.

We collect and store sensitive business and other information, ~~including~~such ~~intellectual~~as ~~property~~sensitive ~~and~~intellectual ~~trade secrets~~property, on our ~~networks~~IT systems. Our business operations are dependent upon the secure maintenance of these IT systems and this information. Despite the implementation of security measures, our IT systems and those of our vendors and customers are vulnerable to attack and damage from computer viruses, malware, denial of service attacks, unauthorized access, or other harm, including from threat actors seeking to cause disruption to our business. We face risks related to the ~~protection~~disruption of the confidentiality, integrity, and availability of our IT systems and the information that we maintain—or engage a third-party to maintain on our behalf—including unauthorized access, acquisition, use, disclosure, or modification of such information. Cyberattacks are increasing in their frequency, sophistication, and intensity and have become increasingly difficult to detect. Cyberattacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information. Beyond external criminal activity, systems that access or control access to our services and databases may be compromised as a result of human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. A material cyberattack or security incident could cause interruptions in our operations and could also damage our reputation, financial condition, and results of operations.

We receive, collect, process, use, and store a large amount of information from our customers and our own employees, including personal information and other sensitive and confidential information. If threat actors are able to circumvent or breach our security systems, they could steal any information located therein or cause serious and potentially long-lasting disruption to our operations. Security breaches or attempts thereof could also damage our reputation and expose us to a risk of litigation, sanctions, and/or monetary loss. We also face risks associated with security breaches affecting third parties that conduct business with us or our customers and others who interact with our data. While we maintain insurance that covers certain security incidents, we may not carry appropriate insurance or maintain sufficient coverage to compensate for damage from all events and related potential liability.

We are subject to diverse laws and regulations relating to data privacy and security, such as federal and state data protection regulations, including the California Consumer Privacy Act, as amended, and European data privacy laws, including the General Data Protection Regulation. Complying with these numerous and complex regulations is expensive and difficult, and failure to comply with these regulations could result in regulatory scrutiny, civil liability and related fines, or damage to our reputation. In addition, any security breach or attempt thereof could result in liability for stolen assets or information, additional costs associated with repairing any system damage, incentives offered to clients or other business partners to maintain business relationships after a breach, and implementation of measures to prevent future breaches, including organizational changes, deployment of additional personnel and protection technologies, increased employee training, and engagement of third-party experts and consultants. The costs incurred to remediate any security incident could be substantial. 17

InWe ~~addition~~are subject to diverse laws and regulations relating to data privacy and security, wesuch ~~cannot~~as ~~assure~~federal ~~you~~and ~~that~~state ~~any~~data ofprotection ~~our~~regulations, ~~third-party~~including ~~service~~the ~~providers~~California Consumer Privacy Act, as amended, and European data privacy laws, including the General Data Protection Regulation. Complying with ~~access~~these numerous and complex regulations is expensive and difficult, and failure to comply with these regulations could result in regulatory scrutiny, civil liability and related fines, or damage to our ~~sensitive~~reputation. In addition, any security breach or ~~confidential~~attempt thereof could result in liability for stolen assets or information, oradditional costs associated with repairing any system damage, and implementation of measures to ~~that~~prevent future breaches, including organizational changes, deployment of ~~our~~additional ~~customers~~personnel and~~/or~~ ~~employees~~protection technologies, ~~will~~increased ~~not~~employee ~~experience~~training, and engagement of third-party experts and consultants. The costs incurred to remediate any security ~~breaches~~incident could be substantial. We cannot guarantee that any costs and liabilities incurred in relation to an attack or ~~attempts~~incident ~~thereof,~~will ~~which~~be ~~could~~covered ~~have~~by aour ~~corresponding~~existing ~~effect~~insurance policies or that applicable insurance will be available to us in the future on ~~our~~economically ~~business~~reasonable terms or at all.

In addition, we cannot assure that any of our third-party service providers with access to our sensitive or confidential information, or to that of our customers and/or employees, will not experience security breaches or attempts thereof, which could have a corresponding effect on our business.

Tariffs and Changes in Trade Policy Could Adversely Affect Our Business, Financial Condition, and Results of Operations

We currently derive less than 5% of our net sales from international operations and a de minimus portion of our raw materials and components are sourced internationally. The sale and shipment of our products across international borders, as well as the purchase of materials and components from international sources, subject us to U.S. and foreign governmental trade regulations, including those related to duties, and tariffs. Recent shifts in U.S. trade policy and the imposition of tariffs on imports from certain countries, as well as retaliatory tariffs imposed by those countries on U.S. goods, may negatively impact our business, results of operations, and financial condition. We cannot predict the future direction of trade policy or the impact of any future trade restrictions or retaliatory measures that may further impact our business.

Risks Relating to our Industry and Technology

We face competition from the existing standard of care and any future potential changes in medical practice and technology and the possibility that our competitors may develop products, treatments or procedures that are similar, more advanced, safer or more effective than ours.

The medical device, biotechnology and pharmaceutical industries, specifically relating to the areas where we currently or intend to market our ~~RECELL System~~products, are intensely competitive and subject to significant changes due to technology and medical practice standards. We may face competition from any number of different sources with respect to any products we develop and commercialize.

Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products, treatments or procedures that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than our ~~RECELL~~current ~~System~~products or any future products we develop. Many of our current or future competitors may have significantly greater financial resources and experience in research and development, manufacturing, pre-clinical testing, conducting clinical trials, obtaining regulatory approvals, and marketing approved products than we may have. Mergers and acquisitions in the medical device, pharmaceutical, and biotechnology industries, or specifically in the wound care markets, may result in increased concentration of resources among a smaller number of our competitors. Other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These companies compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies necessary for, or complementary to, our ~~programs~~products.

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If we are unable to effectively protect our intellectual property, we may not be able to operate our business and third parties may be able to use and profit from our technology, both of which would impair our ability to be competitive.

Our success will be heavily dependent on our ability to obtain and maintain meaningful patent protection for our technologies and products throughout the world. Patent law relating to the technology fields in which we operate continues to evolve. The amount of protection to maintain over our proprietary rights, therefore, is uncertain. Further, the validity and enforceability of our patent portfolio cannot be ~~predicated~~predicted with certainty. We ~~will~~ rely on patents to protect a significant part of our intellectual property and to enhance our competitive position. However, our presently pending or future patent applications may be denied, and any patent previously issued to us may be challenged, invalidated, held unenforceable or circumvented. Our patents have expected expiration dates ranging from 2032 to 2033, while our pending patent applications, if granted, would have expiration dates ranging from 2034 to 2043. Furthermore, ~~the~~our ~~patent~~issued ~~protections~~patents ~~we have been granted~~ may not be broad enough to prevent competitors from producing products similar to ours, and we have products that we continue to commercialize that were covered by patents that are now expired.

In the ordinary course of business and as appropriate, we intend to apply for additional patents covering both our technologies and products, as we deem appropriate. Our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from practicing our technologies or developing competing products and technologies.

We may find it difficult to protect our intellectual property rights throughout the world.

Filing, prosecuting and ~~defending~~enforcing patents on all of our technologies and products in every jurisdiction is expensive. Competitors could reverse engineer our technologies in jurisdictions where we have not obtained patent protection to develop their own products. These products may compete with our products and may not be covered by any of our patent claims or other intellectual property rights.

The laws of some countries do not protect intellectual property rights to the same extent as the laws of the United States and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions. This lack of protection could make it difficult for us to stop ~~the~~third ~~infringement~~parties offrom infringing our patents. Proceedings to enforce our patent rights in the U.S. or foreign jurisdictions could result in substantial cost and divert the efforts and attention of key personnel from other aspects of our business. If we fail to obtain adequate patent protection for our proprietary technology, our ability to be commercially competitive internationally will be materially impaired.

If third parties make claims of intellectual property infringement against us, or otherwise seek to establish their intellectual property rights equal or superior to ours, we may have to spend time and money in response and potentially discontinue certain of our operations.

While we currently do not believe it to be the case, third parties may claim that we are employing their proprietary technology without authorization or that we are infringing their patents. Third parties may assert infringement claims against us based on ~~their~~existing patents or patents that may be granted in the future, regardless of their merit. If such claims were made, we could incur substantial costs coupled with diversion of key technical personnel in defending against these claims and/or challenging the validity of any asserted patent before a court or administrative agency. ~~Furthermore~~Even if we believe such claims are without merit, parties making claims against us may be able to obtain injunctive or other equitable relief ~~which~~that could effectively halt our ability to further develop, commercialize, and sell products. In the event of a successful claim of infringement, courts may order us to pay damages and obtain one or more licenses from third parties. We may not be able to obtain these licenses at a reasonable cost, if at all. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing available products and have a material ~~negative~~adverse effect on our financial condition and business prospects.

Moreover, given the vast number of patents in our field of technology, we may infringe existing patents, and we may infringe patents that may be granted in the future. While we may decide to initiate proceedings to challenge the validity of these or other patents in the future, we may not be successful, and courts or patent offices in the United States and abroad could uphold the validity of any such patent. Furthermore, because patent applications can take many years to issue and may be confidential for 18 months or more after filing, and because pending patent claims can be revised before issuance, there may be applications now pending that may later result in issued patents that may be infringed by the manufacture, use or sale of our products. We may fail to identify relevant third-party patents or patent applications, regardless of when filed, or we may incorrectly conclude that a third-party patent is invalid or not infringed by our products or activities.

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and we may be unable to protect our rights to, or use of, our technology.

If we choose to go to court to stop someone else from using the intellectual property claimed in our patents ~~or our licensed patents~~, that individual or company has the right to ask ~~the~~a patent office or a court to rule that these patents are invalid and/or should not be enforced against that third party. These lawsuits or proceedings are expensive and would distract our key personnel and consume time and other resources, even if we were successful in stopping the infringement of these patents. In addition, there is a risk that a patent office or a court will decide that our patents are invalid or unenforceable and that we do not have the right to stop the other party from using the inventions or, even if the validity or enforceability of these patents is upheld, the court may refuse to stop the other party because the competitors’ activities do not infringe our rights. Furthermore, even if our patents are found to be valid and infringed, a court may refuse to grant injunctive relief against the infringer and instead grant us monetary damages and/or ongoing royalties. Such monetary compensation may be insufficient to adequately offset the damage to our business caused by the infringer’s competition in the market.

We could be subject to product liability lawsuits, which could result in costly and time-consuming litigation and significant liabilities.

The development of medical device products, such as ~~our~~ RECELL ~~System,~~ involves an inherent risk of product liability claims and associated financial liability and adverse publicity. Any products we may develop could be found to be harmful or to contain harmful substances and expose us to substantial liability and risk of litigation or may force us to discontinue production. We may be unable to obtain or maintain insurance on reasonable terms or otherwise protect ourselves against potential product liability claims that could impede or prevent further business development of any products we may create and commercialize. Furthermore, a product liability claim could damage our reputation, regardless of the claim’s merit or whether liability for such claims is covered by insurance. A product liability claim against us or the withdrawal of a product from the market could have a material adverse effect on our financial condition or business operations. Furthermore, product liability lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention, which could seriously harm our business.

The continued successful commercialization of ~~the~~our ~~RECELL~~products ~~System~~ for FDA approved and pending indications, will depend in part on the extent to which government authorities and healthcare insurers establish adequate reimbursement levels and pricing policies.

Continued sales of ~~the~~our ~~RECELL~~products ~~System~~ depend in part on the availability of coverage and reimbursement from third-party payers such as government insurance programs, including Medicare and Medicaid, private health insurers, health maintenance organizations and other healthcare-related organizations, who are increasingly challenging the price of medical device products and services.

Both the federal and state governments in the United States continue to propose and pass new legislation, regulations, and policies affecting coverage and reimbursement rates, which are designed to contain or reduce the cost of health care. Continued federal and state proposals and healthcare reforms are likely, which could limit the prices that can be charged for ~~the~~our ~~RECELL~~products ~~System~~ and may further limit our commercial opportunity. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or the IRA, into law which, among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in Affordable Care Act marketplaces through plan year 2025. The IRA also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost through a newly-established manufacturer discount program. It is possible that the Affordable Care Act will be subject to judicial or Congressional challenges in the future. Accordingly, we continue to evaluate the effect that the Affordable Care Act has on our business.

~~There~~While ~~also~~many ~~may~~of bethese ~~future~~initiatives ~~changes~~are ~~unrelated~~focused toon ~~the~~pharmaceuticals, ~~IRA~~these ~~that~~measures ~~result~~may inimpact ~~reductions~~our inproducts, ~~potential~~or ~~coverage~~analogous ~~and~~measures ~~reimbursement~~may ~~levels~~be ~~for~~introduced that target our products. For example, ~~and we cannot predict~~ the ~~scope~~Inflation ofReduction ~~any~~Act, ~~future changes~~ or the ~~impact~~IRA, ~~that~~was ~~those~~enacted ~~changes~~in ~~would~~2022. ~~have~~Among onother ~~our~~things, ~~operations.~~the ~~Cost~~IRA ~~control~~replaces ~~initiatives~~the ~~may~~Part ~~decrease~~D coverage ~~and~~gap ~~payment~~discount ~~levels~~program ~~and,~~with ina ~~turn,~~new ~~impact~~manufacturer ~~the~~discounting ~~prices~~program ~~that~~(which webegan ~~will~~in be2025). ~~able~~The toIRA ~~charge~~permits ~~and/or~~ the ~~volume~~Secretary of ~~our~~HHS ~~sales. We are unable~~ to ~~predict~~implement ~~all~~many ~~changes~~of tothese ~~the~~provisions ~~coverage~~through orguidance, ~~reimbursement~~as ~~methodologies~~opposed ~~that~~to ~~will~~regulation, befor ~~applied~~the byinitial ~~private or government payers~~years. ~~Any~~HHS ~~denial~~has ofand ~~private~~will orcontinue ~~government~~to ~~payer~~issue ~~coverage,~~and ~~such~~update guidance as ~~the~~these ~~Affordable~~programs ~~Care~~are ~~Act~~implemented, oralthough the ~~IRA,~~Medicare asdrug ~~well~~price asnegotiation ~~other~~program ~~federal,~~is ~~state,~~currently ~~and~~subject ~~foreign~~to ~~healthcare~~legal ~~reform~~challenges. ~~measures~~The ~~that~~impact ~~have~~of ~~been and may be adopted in~~ the ~~future,~~IRA oron ~~inadequate reimbursement, could reduce~~ our ~~revenue~~business and ~~business~~the ~~prospects.~~medical ~~Additionally,~~device ifindustry ~~associated~~cannot ~~rebate~~yet ~~obligations~~be ~~are~~fully ~~substantially greater than we expect~~determined, ~~our~~but ~~future~~is ~~net~~likely ~~revenue~~to ~~and profitability could~~ be ~~materially diminished~~significant.

The One Big Beautiful Bill Act, which was enacted in July 2025, imposes significant reductions in the funding of the Medicaid program. Such reductions are expected to decrease the number of persons enrolled in Medicaid and reduce the services covered by Medicaid, which could adversely affect our sales of our products.

There also may be future changes unrelated to the IRA that result in reductions in potential coverage and reimbursement levels for our products, and we cannot predict the scope of any future changes or the impact that those changes would have on our operations. For example, the Trump administration is aggressively pursuing a pharmaceutical pricing policy that would tie prices in the U.S. to prices in other countries. Adoption of such a mechanism in one part of the healthcare sector lowers the barrier to imposing similar approaches in other sectors of our industry. Cost control initiatives may decrease coverage and payment levels and, in turn, impact the prices that we will be able to charge and/or the volume of our sales. We are unable to predict all changes to the coverage or reimbursement methodologies that will be applied by private or government payers. Any denial of private or government payer coverage, as well as other federal, state, and foreign healthcare reform measures that have been and may be adopted in the future, or inadequate reimbursement, could reduce our revenue and business prospects.

We may be unsuccessful in commercializing our current products or other future products due to unfavorable pricing regulations or third-party coverage or reimbursement policies.

We cannot guarantee that we will receive favorable pricing or reimbursement for use of our products. The rules and regulations that govern pricing and reimbursement for medical products vary widely from country to country or from indication to indication, and within the United States, can also vary widely from one health system or hospital to the next. In some foreign jurisdictions, including the EU and the individual jurisdictions within it, the government largely controls pricing of medical products. In other countries, coverage negotiations must occur at the regional or hospital level. Pricing negotiations can take considerable time after the receipt of marketing approval for a medical product.

As a result, even after obtaining regulatory approval for a product in a particular country, we may be subject to price regulations or limited reimbursement, which may delay or limit our commercial launch of the product and negatively impact the revenue we are able to generate from the sale of the product in that country. Further, such pricing limitations may hinder our ability to recoup our total investment in our current products or other future products. If we are unable to promptly obtain coverage and profitable payment rates from hospital budgets, as well as from either government-funded or private purchasers, for our current products or any future products, this could have a material adverse effect on our operating results, our ability to raise capital needed to commercialize products, and our overall financial condition.

For example, we presently benefit from various reimbursement codes, including the following:

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Medicare Severity Diagnosis-Related Groups (“MS-DRGs”), for hospitals with inpatient services.

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Specific International Classification of Disease, 10th revision, Procedure Classification System (“ICD-10-PCS”) code series describing our “cell suspension technique” for the use of RECELL.

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There can be no guarantee that the above reimbursement codes will not be withdrawn, reduced, consolidated or otherwise altered in a manner which is not supportive of ongoing commercial use of RECELL.

Our current and future relationships with regulators, HCPs, third-party payors, customers, and consultants will be subject to applicable healthcare laws and regulations, as well as to other laws and regulations addressing fraud and abuse, and failure to comply with such laws could expose us to penalties.

Our business operations, as well as our current and future relationships with regulators, healthcare professionals, third-party payors, customers, and consultants may expose us to healthcare laws and regulations, as well as to other laws and regulations addressing fraud and abuse. These laws regulate our business as well as the financial arrangements and relationships through which we conduct our operations, including how we research, market, sell, and distribute our products for which we obtain marketing approval. Such laws include:

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Anti-Kickback Statute: the AKS prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation; in addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil FCA.

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False Claims Act: the federal false claims laws including the civil False Claims Act, which can be enforced through civil whistleblower or qui tam actions, and civil monetary penalties laws, which impose criminal and civil penalties against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly making, or causing to be made, a false statement to avoid, decrease or conceal an obligation to pay money to the federal government; in addition, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act.

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Data/Privacy Protection: a number of federal, state and foreign laws, regulations, guidance and standards that impose requirements regarding the protection of consumer information that are applicable to or affect our operations.

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Physician Payment Sunshine Act: the federal transparency requirements regarding payments in the healthcare industry, sometimes referred to as the “Sunshine Act,” require certain manufacturers of drugs, devices, biologics, and medical supplies for which payment is available under federal government healthcare programs, to report annually to CMS information related to payments or other "transfers of value" made to HCPs and nurse practitioners.

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Anti-Corruption Laws: ~~Our operations are subject to~~ anti-corruption laws, ~~including laws combating foreign bribery~~ in ~~Australia and~~ the ~~FCPA~~ ~~in the~~ U.S., and ~~other anti-corruption laws that apply~~ in other countries where we do business. ~~Anti-corruption laws~~ generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under these anti-corruption laws. In addition, we cannot predict the nature, scope, or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered, interpreted or changed.

•

State and Foreign Laws: ~~Analogous~~Each ~~state~~of ~~and~~the ~~foreign~~ laws and ~~regulations,~~categories ~~such~~of ~~as state anti-kickback and false claims~~ laws, ~~may~~identified ~~apply~~above to our business practices, including but not limited to, research, distribution, sales, and marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, or may ~~otherwise~~have ~~restrict~~analogues ~~payments~~in ~~to healthcare providers and other potential referral sources; as well as~~ state ~~laws~~law ~~that~~or ~~require medical device companies to comply with~~ the ~~industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government. State~~ laws ~~that require medical device manufacturers to report information related to payments and other transfers~~ of ~~value to physicians and~~ other ~~healthcare~~jurisdictions ~~providers,~~in ~~marketing~~which ~~expenditures~~we orconduct ~~drug~~business. ~~pricing,~~These asanalogous ~~well as state and local~~ laws ~~that~~may ~~require~~contain ~~the~~additional ~~registration~~or ofdifferent ~~sales~~compliance ~~representatives~~requirements ~~may~~than ~~also~~listed ~~apply to our business and operations~~above.

~~Defending~~There ~~against~~is ~~any~~no ~~such~~assurance ~~actions~~that ~~can~~we will be ~~costly,~~completely ~~time-consuming~~effective ~~and~~in ~~may~~ensuring ~~require~~our ~~significant~~compliance ~~financial~~with ~~and~~all ~~personnel~~applicable ~~resources~~laws. ~~Therefore,~~If ~~even if~~ we are ~~successful~~not in ~~defending~~compliance ~~against~~with ~~any~~these ~~such~~laws, ~~actions~~we ~~that~~ may be ~~brought~~subject ~~against~~to uscivil and/or criminal and penalties, disgorgement, and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, ~~and~~results of operations, and liquidity. Likewise, any investigation of potential violations of these laws by respective government bodies could also have an adverse impact on our reputation, as well as on our business, ~~prospects~~financial condition, ~~may~~and beresults ~~impaired~~of operations.

Defending against any allegations that we have violated any such laws can be costly, time-consuming and may require significant financial and personnel resources. Therefore, even if we are successful in defending against any such allegations that may be brought against us, our financial condition and operations, as well as business prospects, may be impaired.

Macroeconomic and Social Risks

Adverse changes in general economic conditions or uncertainty about future economic conditions, could adversely affect us.

We are subject to the risks arising from adverse changes in general economic market conditions. Uncertainty about future economic conditions could negatively affect our current and prospective customers causing them to delay the purchase of our products. Customer and consumer demand for our products may be impacted by weak economic conditions, recession, equity market volatility or other negative economic factors in the U.S. or other nations. The severity and length of time that a downturn in economic and financial market conditions may persist, as well as the timing, strength, and sustainability of any recovery from such downturn, are unknown and beyond our control. Poor economic conditions could harm our business, financial condition, operating results, and cash flows.

Risks Relating to Our Common Stock and CDIs

We have never paid a dividend on our common stock and CDIs and do not intend to do so in the foreseeable future, and consequently, investors’ only opportunity to realize a return on their investment in the Company is through the appreciation in the price of our common stock and CDIs.

We do not anticipate paying cash dividends on our common stock and CDIs in the foreseeable future and intend to retain all earnings, if any, to fund our operations. Even if funds are legally available for distribution, we may be unable to pay any dividends to our stockholders because of limitations imposed by a lack of liquidity. Accordingly, our stockholders may have to sell some or all of their common stock or CDIs (as applicable) in order to generate cash flow from their investment. Our stockholders may not receive a gain on their investment when they sell their common stock or CDIs and may lose some or all of their investment. Any determination to pay dividends in the future on our common stock and CDIs will be made at the discretion of our board of directors (the “Board of Directors” or the “Board” and each director, a “Director”) and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, capital requirements, and other factors that our Board of Directors deems relevant.

As long as we remain subject to the rules of the Australian Securities Exchange (“ASX”) and of Nasdaq, we will be unable to access equity capital without stockholder approval if such equity capital sales would result in an equity issuance above regulatory thresholds, and consequently, we may be unable to obtain financing sufficient to sustain our business if we are unsuccessful in soliciting requisite stockholder approvals.

Our ability to access equity capital is currently limited by ASX Listing Rule 7.1, which provides that a company must not, subject to specified exceptions, issue or agree to issue during any consecutive 12-month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities in aggregate would exceed 15% of the number of outstanding common shares at the commencement of that 12-month period unless stockholder approval is obtained.

Our equity issuances will be limited by ASX Listing Rule 7.1 so long as we continue to be listed on the ASX and this constraint may prevent us from raising the full amount of equity capital needed for operations without prior stockholder approval.

In addition to ASX Listing Rule 7.1, we are also subject to Nasdaq Listing Rule 5635(d), commonly referred to as the “Nasdaq 20% Rule”, which requires stockholder approval of a transaction other than a public offering involving the sale, issuance, or potential issuance by a company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the shares. While less restrictive than ASX Listing Rule 7.1, the operation of the Nasdaq 20% ~~rule~~Rule could limit our ability to raise capital through issuance of common stock or convertible securities without jeopardizing our listing status. If we were to violate the “Nasdaq 20% ~~rule~~Rule”, the Company would be subject to delisting from Nasdaq and share prices and trading volumes would likely suffer.

There has been relatively limited trading volume in the markets for our common stock and CDIs, and more active, liquid trading markets for such securities may never develop.

Trading in our common stock on Nasdaq and our CDIs on the ASX is often thin and susceptible to wide fluctuations in trading prices due to such limited trading volume and other factors, some of which may have little to do with our operations or business prospects. Limited liquidity in the trading markets for our common stock and CDIs may adversely affect a stockholder’s ability to sell its shares of our common stock or CDIs at the time it wishes to sell them or at a price that it considers acceptable. In addition, if a more active, liquid public trading market does not develop we may be limited in our ability to raise capital by selling shares of common stock or CDIs. We cannot assure you that more active, liquid public trading markets for our common stock and CDIs will develop or, if developed, will be sustained.

The market price and trading volume of our common stock and CDIs may be volatile and may be affected by variability in our performance from period to period and economic conditions beyond management’s control.

The market price of our common stock (including common stock represented by CDIs) may be highly volatile and could be subject to wide fluctuations. This means that our stockholders could experience a decrease in the value of their common stock or CDIs regardless of our operating performance or prospects. The market prices of securities of companies operating in the medical device sectors have often experienced fluctuations that have been unrelated or disproportionate to their operating results. In addition, the trading volume of our common stock and CDIs may fluctuate and cause significant price variations to occur. If the market price of our common stock or CDIs declines significantly, our stockholders may be unable to resell our common stock or CDIs at or above their purchase price, if at all. There can be no assurance that the market price of our common stock and CDIs will not fluctuate or significantly decline in the future.

Some specific factors that could negatively affect the price of our common stock and CDIs or result in fluctuations in their price and trading volume include:

•

actual or expected fluctuations in our operating results;

•

actual or expected changes in our growth rates or our competitors’ growth rates;

•

results of clinical trials of our product candidates;

•

results of clinical trials of our competitors’ products;

•

regulatory actions with respect to our products or our competitors’ products;

•

reports of one or more patients experiencing adverse events;

•

publication of research reports by analysts about us or our competitors in the industry;

•

our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

•

fluctuations of exchange rates between the U.S. dollar and the Australian dollar;

•

issuance by us of debt or equity securities;

•

litigation involving our company, including stockholder litigation;

•

investigations or audits by regulators into the operations of our company;

•

proceedings initiated by our competitors or clients;

•

strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

•

sales or perceived potential sales of the common stock or CDIs by us, our directors, executive management team or our stockholders in the future;

•

short selling or other market manipulation activities;

•

announcement or expectation of additional financing efforts;

•

terrorist acts, acts of war or periods of widespread civil unrest;

•

natural disasters and other calamities;

•

changes in market conditions for medical device stocks;

•

our inability to raise additional capital, limiting our ability to continue as a going concern;

•

changes in market prices for our product or for our raw materials;

•

changes in market valuations of similar companies;

•

changes in key personnel for us or our competitors;

•

speculation in the press or investment community;

•

changes or proposed changes in laws and regulations affecting our industry; and

•

conditions in the financial markets in general or changes in general economic conditions.

If research analysts publish unfavorable commentary or downgrade our common stock or CDIs, it could adversely affect our share price and trading volume.

The trading market for our common stock and CDIs depends, in part, on the research and reports that analysts publish about us and our business and industry. If one or more analysts downgrade our shares or CDIs, publish unfavorable commentary about the Company or cease publishing reports about us or our business, the price of our common stock and CDIs could decline. If one or more of the analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock and CDIs could decrease, which could cause our share price or trading volume to decline.

The requirements of being a public company in the United States and listed on the ASX may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Act, and the listing standards and the rules and regulations of Nasdaq. We are also subject to the reporting requirements under the ASX Listing Rules due to the listing of our CDIs on ASX. The requirements of these rules and regulations will increase our legal, accounting, and financial compliance costs, make some activities more difficult, time- consuming and costly, and can place significant strain on our personnel, systems, and resources. As a result of our disclosure of information in filings required of a public company, our business and financial condition is more visible, which may result in threatened or actual litigation, including by competitors, stockholders or third parties. If such claims are successful, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results.

We are ana ~~emerging~~“smaller ~~growth~~reporting company”, under federal securities laws, and the reduced disclosure requirements applicable to ~~emerging~~such ~~growth~~ companies may make our common stock less attractive to investors.

We ~~are~~will anremain ~~“emerging~~a ~~growth~~smaller reporting company,” asso ~~defined~~long ~~in the Jumpstart Our Business Startups Act of 2012, and~~ as ~~such, have taken advantage of certain exemptions and relief from various U.S. reporting requirements that are applicable to other public companies that are not emerging growth companies, including~~ (i) ~~not~~our ~~being~~public ~~required~~float toremains ~~comply~~less ~~with~~than ~~the~~$250 ~~auditor~~million ~~attestation~~as ~~requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley~~last ~~Act,~~business ~~(ii)~~day ~~having the option~~ of ~~delaying~~our ~~the~~most ~~adoption~~recently ofcompleted ~~certain~~second ~~new~~fiscal quarter or ~~revised financial accounting standards,~~ (~~iii~~ii) ~~reduced disclosure obligations regarding executive compensation in~~ our ~~periodic~~annual ~~reports~~revenues ~~and~~are ~~proxy~~less ~~statements,~~than ~~and~~$100 ~~(iv)~~million ~~exemptions~~during ~~from~~our ~~the~~most ~~requirements~~recently ofcompleted ~~holding~~fiscal ayear; ~~nonbinding advisory vote on executive compensation~~ and ~~stockholder approval of any golden parachute payments not previously approved. Accordingly, the information contained herein and in other reports~~ we ~~file~~have ~~with~~no ~~the SEC may be different than the information our investors receive from other~~ public ~~companies~~float; ~~in which they hold stock. Further, we have elected to take advantage of the extended transition period for complying with new~~ or ~~revised accounting standards until those standards would otherwise apply to private companies. As~~ a ~~result,~~public ~~our~~float ~~operating results and financial statements may not be comparable to the operating results and financial statements~~ of ~~other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our common stock and CDIs~~ less ~~attractive~~than as$700 ~~a result, which may result in a less active trading market for our common stock and CDIs, and higher volatility in our stock and CDI price~~million.

WeFor ~~expect~~as long as we continue to ~~lose~~be ~~emerging~~a ~~growth~~smaller reporting company, ~~status~~we onmay ~~December~~take ~~31,~~advantage ~~2025~~of exemptions from various reporting requirements that are applicable to other public companies, ~~which~~including is(1) ~~the~~not ~~last~~being ~~day~~required ofto comply with the ~~fiscal~~auditor ~~year~~attestation ~~following~~requirements ~~the~~of ~~fifth~~Section ~~anniversary~~404 of the ~~first~~Sarbanes-Oxley ~~sale~~Act of ~~our~~2002, ~~common~~and ~~stock~~(2) ~~pursuant~~reduced todisclosure anobligations ~~effective~~regarding ~~registration~~executive ~~statement~~compensation ~~under~~in ~~the~~our ~~Securities~~periodic ~~Act.~~reports Inand ~~connection~~proxy ~~with~~statements. ~~losing~~In ~~such status~~addition, we ~~may~~are ~~expect~~only required to ~~incur~~provide ~~significant~~two ~~expenses~~years ~~and~~of ~~devote~~audited ~~substantial~~financial ~~management~~statements ~~effort~~in ~~toward~~our ~~ensuring~~SEC ~~compliance~~reports. ~~with~~We will remain a smaller reporting company so long as (i) our public float remains less than $250 million as of the ~~requirements~~last business day of ~~Section~~our ~~404~~most recently completed second fiscal quarter or (ii) our annual revenues are less than $100 million during our most recently completed fiscal year; and we have no public float; or a public float of ~~the~~less ~~Sarbanes-Oxley~~than ~~Act~~$700 million. AnWe ~~independent~~cannot ~~assessment~~predict ofif investors will find our ~~internal~~common ~~controls~~stock less attractive because we may ~~detect~~rely ~~materials~~on ~~weaknesses,~~these ~~which~~exemptions. ~~could~~If ~~lead~~some toinvestors ~~regulatory~~find ~~scrutiny,~~our acommon ~~loss~~stock ofless ~~confidence~~attractive byas ~~stockholders~~a result, ~~and~~there ~~resulting~~may ~~adverse~~be ~~effect~~a onless ~~the~~active trading market ~~price~~for of our common stock and ~~CDIs~~our stock price may decline or be more volatile.

General Risk Factors

The Company's cash, cash equivalents and marketable securities could be adversely affected by bank failures or other events affecting financial institutions and could adversely affect our liquidity and financial performance.

We regularly maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks, which exceed the FDIC insurance limits. We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or other similar agencies. The failure or rumored failure of a bank, or events involving limited liquidity, defaults, non-performance, bankruptcy, receivership or other adverse developments in the financial or credit markets impacting financial institutions, may lead to disruptions in access to our bank deposits. These disruptions may adversely impact our liquidity and financial performance. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. or applicable foreign government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or by acquisition in the event of a failure or liquidity crisis. As such, those funds in bank deposit accounts in excess of the standard FDIC insurance limits are uninsured and subject to the risk of bank failure.

Currently, we have full access to all funds in deposit accounts or other money management arrangements. The failure of any bank in which we deposit our funds could reduce the amount of cash that we have available for our operations or delay our ability to access such funds. In the event of such failure, we may experience delays or other issues in meeting our financial obligations, our ability to access our cash and cash equivalents may be threatened and could have a material adverse effect on our business and financial condition.

Future adverse developments with respect to specific financial institutions or the broader financial services industry may also lead to market-wide liquidity shortages.

If we fail to manage our growth effectively, our business could be disrupted.

Our future financial performance and ability to successfully commercialize our products and to compete in the market will depend, in part, on our ability to manage any future growth effectively. We expect to make significant investments to facilitate our future growth through, among other things:

•

new product development;

•

~~commercial~~increasing ~~development~~the use of ~~our~~ RECELL ~~System~~in tothe ~~include~~treatment of full-thickness skin defects;

•

clinical trials for additional indications; and

•

funding of our marketing and sales infrastructure.

Any failure to manage future growth effectively could have a material adverse effect on our business and results of operations.

Our growth and success depend on our ability to attract and retain additional highly qualified and skilled sales and marketing, research and development, operational, managerial, legal, and finance personnel.

Competition for skilled personnel is intense and the unexpected loss of an employee with a particular skill could have a material adverse effect on our operations until a replacement can be found and trained. If we cannot attract and retain skilled scientific and operational personnel for our research and development and manufacturing operations on acceptable terms, we may not be able to develop and commercialize our products. Further, any failure to effectively onboard and train new personnel could prevent us from successfully growing our company.

There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws or other laws including trade related laws. If we are not in compliance with these laws, we may be subject to criminal and civil penalties, disgorgement, and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations, and liquidity.

Likewise, any investigation of potential violations of these laws by respective government bodies could also have an adverse impact on our reputation, our business, financial condition, and results of operations.

Item 1B. UNRESOLVED STAFF COMMENTS

None

Item 1C. CYBERSECURITY

Risk Management and Strategy

AVITA Medical has implemented an Information Security Management System (“ISMS”). The Company’s ISMS is a continuous process designed to analyze the potential risks, vulnerabilities, the likeliness of occurrence and the related consequences of cybersecurity threats. The process is based on establishing the context, assessing the risks, and treating the risks. The key concept of the ISMS is to consistently maintain and improve confidentiality, integrity, and availability of information assets that should be protected by the organization on behalf of itself and its clients, and third parties. Once a risk, threat or vulnerability is identified, the Company establishes a risk treatment plan to take corrective action to prevent risks that can be avoided and minimize the ones that cannot. We engage an independent third-party cybersecurity services and consulting firm to continuously review our information security and provide technical oversight. We also conduct internal phishing campaigns and perform an independent penetration test on an annual basis. In addition, we conduct regular security awareness training and testing of our employees. The Company has not had any material cybersecurity incidents.

26All related ISMS activities have been structured into a framework consisting of:

All related activities ISMC activities have been structured into a framework consisting of:

Context establishment - Established in accordance with the requirements of International Organization for Standardization 27001 and 27002 (“ISO 27001” and “ISO 27002”). The ISO 27001, Information security management systems, provides a framework and guidelines for establishing, implementing and managing an ISMS and ISO 27002, Information security controls, provides a reference set of generic information security controls including implementation guidance.

Risk Assessment - Relates to an evaluation and identification of risks, threats and vulnerabilities that exist or could exist, identifies the likelihood of occurrence and potential consequences. As part of the risk assessment management prioritizes the assessed risks from low to high based on likelihood and level of impact.

Risk Treatment – will detail the remediation process for risks, vulnerabilities and threats identified to reduce the risk to an acceptable level.

Risk Acceptance- The Company’s risk assessment is evaluated from a Low (1) to a High (3) on the Impact the threat would have on the Company and its operations and the likelihood of occurrence. Threat ratings created from the Impact and probability calculations will result with a value from 1- 9.

Low (1 – 2.99) = Risk level acceptable and no further action deemed necessary

Medium (2 – 5.99) and High (6 - 9) – implement risk management to reduce the risk to an acceptable level

Risk Communications- Results of the risk assessment are communicated to appropriate levels of management. Report includes the identified risk and vulnerability summaries. Updates will include treatment plans and status updates.

Risk Monitoring and Review - Continuously performed to evaluate any changes or the need for changes. The Company uses the Ontrack software solution (“Ontrack”) to monitor and track all aspects of risk assessment. Ontrack also serves as tool to track any cybersecurity incidents and remediation tasks.

Disclosure of Management’s Responsibility

The Company’s Chief Financial Officer is responsible for overseeing the Cybersecurity Risk Management Program and leading the Company’s efforts to mitigate technology risks in partnership with various business leaders in the organization. For qualifications of the CFO refer to Item 10 of the Form 10-K. We have protocols, policies and tools in place to mitigate cybersecurity risk. ~~They~~These systems also provide the administrative, technical, and physical safeguards to ensure the security, confidentiality, integrity and availability of confidential information and personal information from unauthorized access, use, disclosure, alteration, destruction or theft. In addition, we engage an independent third party annually to assess our IT general controls and IT security. Special focus is given to maintaining and improving our alignment with ISO 27001. Additionally, we have a cybersecurity incident response plan in place that provides a documented framework for handling high and low severity security incidents and facilitates coordination across multiple parts of the business. Finally, cybersecurity is integrated into the Company’s training as all employees are required to take monthly security awareness training.

Disclosure of the Board’s Responsibility

While management is primarily responsible for assessing and managing cybersecurity risks on a day-to-day basis, the Company’s Board of Directors oversees management’s efforts to assess and manage ~~risk~~such risks. The Board of Directors (through the Audit Committee) monitors the cybersecurity risk assessment and response process. The Audit Committee is briefed by our Chief Financial Officer on our cybersecurity ISMS program and the overall cybersecurity risk environment on at least an annual basis. The briefing may include discussions on topics such as: information security and technology risks, information risk management strategies, cybersecurity risk assessment ~~process~~processes and updates, ~~information risk management strategies,~~ and ~~progress~~updates on cybersecurity and data protection training initiatives for employees~~, among others~~.

Item 2. PROPERTIES

Our principal corporate office is located at 28159 Avenue Stanford, Suite 220, Valencia, California 91355. We lease the 17,500 square foot facility under a lease agreement that expires on October 31, 2026. Our production plant in Ventura, California is a 27,~~480~~840 square foot facility that we lease through September 30, ~~2027~~2030. ~~with~~We ~~the~~also ~~right~~lease toa ~~extend~~3,360 ~~the~~square ~~lease,~~foot atstorage facility adjacent to our ~~sole~~existing ~~option,~~production upplant toin anVentura ~~additional~~under ~~three~~a ~~years~~lease agreement that expires on September 30, 2030. The Company also has an administrative office lease in Irvine, California of approximately 10,700 square feet that is currently leased through the end of July 2028. ~~On January 1, 2024, we also began leasing a 3,400 square foot storage facility adjacent to our existing production plant in Ventura.~~ We ~~extended the lease through December 31, 2025 and have an option to extend the lease for an additional year through December 31, 2026. We~~ do not own any real property. We believe that leased facilities are adequate to meet current needs and that additional facilities will, if required, be available for lease to meet future needs.

Item 3. LEGAL PROCEEDINGS

We are currently not aware of any material pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority. From time to time, as an operating business, we are involved in routine disputes (both formal and informal) with customers, ~~manufacturing~~ partners and employees.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

2827

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is quoted on the Nasdaq Capital Market under the ticker symbol “RCEL” and the Company’s CDIs are quoted on the ASX under the ticker code “AVH”. One share of common stock on Nasdaq is equivalent to five CDIs on the ASX.

Holders

As of January 2726, ~~2025~~2026, the Company had approximately 43 unique stockholders of record of our common stock (which includes 1918,~~321~~051 holders of record of the Company’s CDIs, with each representing 1/5 of a share of common stock, and CHESS Depositary Nominees Pty Ltd, holds the legal title to all of the outstanding common stock underlying the CDIs of the Company).

Dividends

We have never paid cash dividends to our stockholders or to the holders of ordinary shares in the former parent company, AVITA Australia. We intend to retain future earnings for use in our business and do not anticipate paying cash dividends on our common stock and CDIs in the foreseeable future. Any future dividend policy will be determined by our ~~board~~Board ~~of directors~~ and will be based upon various factors, including our results of operations, financial condition, current and anticipated cash needs, future prospects, contractual restrictions and other factors as our ~~board~~Board ~~of directors~~ may deem relevant.

Item 6. [Reserved]

2928

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Objective

The purpose of this Management'’s Discussion and Analysis is to better allow our investors to understand and view our company from management's perspective. We are providing an overview of our business and strategy including a discussion of our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations for the years-ended December 31, ~~2024~~2025 and ~~2023~~2024, should be read in conjunction with our consolidated financial statements and related notes included in this Annual Report.

Overview

AVITA Medical, Inc. (“we”, “our”, “us”) is a leading therapeutic acute wound care company delivering transformative solutions. Our ~~technologies are designed to optimize skin restoration procedures, effectively accelerating patient healing and recovery. Our~~ solutions improve the healing outcomes for patients with traumatic injuries and surgical repairs, addressing critical healing needs that arise from unpredictable and life-changing events. At the forefront of our portfolio is ~~our patented and proprietary~~ RECELL® ~~System~~ (“RECELL ~~System~~” ~~or “RECELL”~~), approved by the U.S. Food & Drug Administration (the “FDA”) for the treatment of thermal burn wounds and full-thickness skin defects~~, and for repigmentation of stable depigmented vitiligo lesions~~. RECELL harnesses the ~~regenerative~~healing properties of a patient’s own skin to create an autologous skin cell suspension, Spray-On Skin™ Cells, ~~delivering~~offering aan ~~transformative~~innovative solution for improved clinical outcomes at the point of care. ~~This~~In ~~breakthrough~~addition, ~~technology~~in ~~serves as~~ the ~~catalyst for a new treatment paradigm enabling improved clinical outcomes. In the~~ United States, we ~~also~~ hold the rights to manufacture and exclusively market, sell, and distribute PermeaDerm®, a biosynthetic wound matrix, under the terms of an exclusive multi-year distribution ~~agreement~~and ~~(the~~contract ~~“Stedical~~manufacturing ~~Agreement”)~~agreements with Stedical Scientific, Inc. (“Stedical”). We also entered into an exclusive multi-year development and distribution agreement with Collagen Matrix, Inc. dba Regenity Biosciences (“Regenity”). Regenity ~~will~~manufactures ~~manufacture~~ and ~~supply~~supplies Cohealyx™, an AVITA Medical-branded, FDA-cleared, collagen-based dermal matrix. Under the agreement with Regenity, we ~~will~~ hold the exclusive rights to market, sell, and distribute Cohealyx in the U.S., with the potential ~~expansion~~to expand such commercialization into the European Union, Australia, and Japan.

The single-use RECELL Autologous Cell Harvesting Device (“RECELL Ease-of-Use” or “RECELL EOU”) is approved by the FDA for the treatment of thermal burn wounds and full-thickness skin defects~~, and repigmentation of stable depigmented vitiligo lesions~~. Our next-generation device, RECELL GO™® Autologous Cell Harvesting Device (“RECELL GO”), is FDA-approved to treat thermal burn wounds and full-thickness skin defects. RECELL GO introduces enhanced features that ~~streamline~~improve ~~the~~consistency ~~preparation of Spray-On Skin Cells~~ and ~~improves~~standardization ~~workflow~~across ~~efficiency~~clinical ~~in the operating room~~settings. It consists of two components: the RECELL GO Processing Device (the “RPD”) and the RECELL GO Preparation Kit (the “RPK”). The RPD is a multi-use, AC-powered device that controls the RPK. The RPK iscontains a single-use cartridge ~~that~~and ~~contains~~ the RECELL Enzyme™. The RPD regulates the pressure applied to disaggregate the cells and precisely controls the incubation time of the RECELL Enzyme to optimize cell yield and promote cell viability. RECELL GO mini™ Autologous Cell Harvesting Device (“RECELL GO mini”), which was approved by the FDA in December 2024, is a line extension of RECELL GO, designed specifically to treat smaller wounds up to 480 cm2. It utilizes the same RPD but features a RECELL GO mini Preparation Kit, which includes a single-use RECELL GO mini cartridge optimized for smaller skin samples. These modifications are intended to align with the needs of clinicians treating smaller wounds, and to support broader adoption of the RECELL GO platform in trauma centers.

We are executing a focused commercial strategy centered on ~~becoming~~approximately ~~the~~200 ~~leading~~U.S. ~~provider~~burn ofand ~~therapeutic~~trauma ~~acute~~centers ~~wound~~that ~~care~~represent ~~solutions~~the ~~addressing~~highest ~~unmet~~value ~~medical~~and ~~needs~~procedural involume ~~burn~~within ~~injuries~~the ~~and~~acute ~~full-thickness~~wound ~~skin~~care ~~defects~~market. WeThese ~~will~~institutions ~~continue~~are core to ~~drive~~our ~~commercial~~commercialization ~~revenue~~efforts ~~growth~~due to ~~generate~~their ~~free~~high ~~cash~~concentration ~~flow~~of complex inpatient cases and ~~achieve~~consistent ~~operating~~procedural ~~profit~~throughput. ToBy ~~achieve~~prioritizing ~~these~~burn ~~objectives~~and trauma centers, we ~~intend~~are targeting the most critical segments of acute wound care to: maximize clinical impact and drive adoption across our portfolio.

~~Become~~To ~~the~~further ~~standard~~our mission of ~~care~~improving inclinical ~~the~~outcomes ~~U.S.~~and ~~burn~~establishing ~~care~~new ~~market~~standards byof ~~increasing~~acute ~~penetration~~wound ~~and~~care, ~~adoption~~we inhave ~~burn~~outlined ~~centers~~the ~~with~~following ~~our~~strategic ~~recently~~objectives: ~~FDA-approved RECELL GO~~

•

~~Expand~~Increasing ~~adoption~~market ofpenetration ~~RECELL~~in ~~technology~~U.S. ~~for~~burn ~~the~~centers, ~~treatment~~positioning ofRECELL ~~full-thickness~~as ~~skin~~the ~~defects~~standard inof ~~the~~care ~~U.S.~~in ~~with~~burn ~~RECELL GO~~management;

•

~~Launch~~Expanding ~~RECELL~~adoption GOof ~~mini,~~RECELL ~~which~~for isthe ~~designed~~treatment toof ~~address~~traumatic ~~smaller~~and surgical wounds, ~~following~~throughout ~~FDA~~the ~~approval in December of 2024~~U.S.;

•

~~Launch~~Commercializing and expanding adoption of Cohealyx™ ~~after~~as ~~FDA~~a ~~510(k)~~dermal ~~clearance~~matrix ~~received~~that insupports ~~December~~wound ofbed ~~2024~~preparation and accelerates readiness for grafting;

•

~~Expand~~Driving ~~our~~adoption ~~global~~of ~~presence~~RECELL ~~within~~GO ~~Australia,~~mini ~~the~~in ~~European~~burn ~~Union, Japan,~~ and ~~the~~trauma ~~U.K.through~~centers ~~the~~treating ~~exclusive~~smaller ~~use of third-party distributors~~wounds;

•

~~Continue~~Advancing topost-market ~~grow~~clinical ~~commercial~~studies ~~activities~~for inCohealyx ~~Japan~~and ~~through~~PermeaDerm ~~our~~to ~~partnership~~generate ~~with~~additional ~~COSMOTEC~~clinical ~~Company, Ltd (“COSMOTEC”) by leveraging our current Pharmaceuticals~~ and ~~Medical~~health ~~Devices~~economic ~~Act~~evidence ~~approval~~supporting ~~for RECELL with an indication in burns~~adoption;

•

~~Continue~~Expanding tointernationally ~~pursue~~through ~~business~~distributor-led ~~development~~commercialization ~~opportunities~~upon ~~that~~receipt ~~are~~of ~~complementary~~regulatory ~~to our core RECELL technology and/or our targeted markets, such as our exclusive distribution agreements with Stedical and Regenity~~approvals;

~~Expect post-market study, TONE, and the health care economics study, both related to our vitiligo initiative to be published in early 2025~~29

•

30Driving commercial revenue growth, improving operating leverage, generating positive cash flow, and achieving long-term operating profitability; and

•

Pursuing additional business development opportunities complementary to our target acute wound care markets.

Business Environment and Current Trends

~~The~~Changes macroeconomic environment may have unexpected adverse effects on businesses and healthcare institutions globally that may negatively impact our consolidated operating results. There remains significant uncertainty in ~~the~~reimbursement ~~current macroeconomic environment due to factors including supply chain shortages, increased cost of healthcare, changes to inflation~~ rates, ~~a competitive labor market,~~ and ~~other~~coverage ~~related~~policy ~~global~~by ~~economic~~third ~~conditions~~party ~~and~~payors ~~geopolitical~~may ~~conditions.~~place Ifadditional ~~these~~financial ~~conditions~~pressure ~~continue or worsen, they could adversely impact our future operating results.~~ on

~~Changes~~hospitals inand ~~reimbursement~~the ~~rates~~broader byhealthcare ~~third~~system. ~~party~~These ~~payors~~changes ~~may~~could ~~place~~reduce ~~additional~~demand ~~financial~~for ~~pressure~~our onproducts, ~~hospitals~~particularly ~~and~~if ~~the broader~~ healthcare ~~system.~~providers ~~Healthcare~~face ~~institutions~~lower ~~may~~margins ~~take~~or ~~actions~~additional toadministrative ~~mitigate~~burdens. ~~any~~For ~~persistent~~example, ~~pressures~~in on2025 ~~their~~the ~~budgets~~Centers ~~and~~for ~~such~~Medicare ~~actions~~& ~~could~~Medicaid ~~impact~~Services ~~the~~(“CMS”) ~~future~~designated ~~demand~~pricing responsibility for ~~our~~the ~~products.~~Current ~~Geopolitical~~Procedural ~~conditions~~Terminology ~~may~~(“CPT”) ~~also~~code ~~impact~~used ~~our~~with ~~operations.~~RECELL ~~Although~~to wethe doseven ~~not~~regional ~~have~~Medicare ~~operations~~Administrative inContractors ~~Russia,~~(“MACs”). ~~Ukraine~~MAC ordelay in ~~the~~establishing ~~Middle~~and ~~East,~~publishing ~~the~~reimbursement ~~continuation~~rates oftemporarily ~~the~~slowed ~~military~~clinician ~~conflicts~~use inof ~~these~~RECELL. ~~regions~~As ~~and/or an escalation~~ of ~~the~~January ~~conflicts~~2026, ~~beyond~~all ~~their~~seven ~~current~~MACs ~~scope~~have ~~may~~established ~~further~~pricing, ~~weaken~~six ~~the~~of ~~global~~which ~~economy~~have ~~that~~been ~~could~~published, ~~result~~restoring inreimbursement ~~additional~~clarity ~~inflationary~~and ~~pressures~~supporting ora ~~supply~~return ~~chain~~toward ~~constraints~~normalized utilization.

The macroeconomic environment may have unexpected adverse effects on businesses and healthcare institutions globally that may negatively impact our consolidated operating results. There remains significant uncertainty in the current macroeconomic environment due to factors including supply chain shortages, increased cost of healthcare, changes to inflation rates, a competitive labor market, tariffs, and other related global economic conditions and geopolitical conditions. If these conditions continue or worsen, they could adversely impact our future operating results.

Geopolitical conditions may also impact our operations. Although we do not have operations in Russia, Ukraine, the Middle East, or Asia, the continuation or threat of military conflicts in these regions or any escalation of conflicts beyond their current scope may further weaken the global economy resulting in additional inflationary pressures or supply chain constraints.

Recent Developments

On January 1013, ~~2024~~2026, we ~~entered~~closed ~~into~~a ~~an exclusive multi~~five-year ~~distribution~~credit ~~agreement~~facility ~~with~~providing ~~Stedical~~up to ~~commercialize~~$60 ~~PermeaDerm®~~million ~~Biosynthetic Wound Matrix (“PermeaDerm”)~~ in ~~the~~capital ~~United~~with ~~States.~~a ~~PermeaDerm~~new islender ~~cleared~~and byrefinanced ~~the~~our ~~FDA~~existing asdebt, areceiving ~~transparent~~total ~~matrix~~net ~~for~~proceeds ~~use~~of in$6.0 ~~the~~million ~~treatment~~after ofrepayment ~~a variety~~ of ~~wound~~our ~~types~~existing ~~until~~debt ~~healing~~and iscertain ~~achieved~~fees. ~~Under~~As ~~the~~part ~~terms~~ of the ~~Stedical~~new ~~Agreement~~credit facility, we ~~hold~~established ~~the~~trailing ~~exclusive~~twelve-month ~~rights~~(“TTM”) torevenue ~~market,~~covenants ~~sell,~~aligned ~~and~~with ~~distribute~~our ~~PermeaDerm~~current ~~products,~~operating ~~including~~trajectory. ~~any~~The ~~future~~initial ~~enhancements~~TTM orrevenue ~~modifications,~~covenant ~~within~~is ~~the~~$68.5 ~~United~~million ~~States.~~for ~~The~~the ~~initial~~first ~~term~~quarter isending ~~for~~March ~~five~~31, ~~years~~2026, ~~with~~and ~~the~~$73 ~~option~~million tofor ~~renew~~the ~~for~~full anyear ~~additional~~2026. ~~five~~For ~~years~~additional information, ~~contingent~~see ~~upon~~Liquidity ~~meeting~~and ~~certain~~Capital ~~minimum~~Resources ~~requirements~~below.

On ~~February~~January 165, ~~2024~~2026, ~~we amended our contract with~~ the ~~Biomedical~~Board ~~Advanced~~of ~~Research~~Directors ~~and~~recognized ~~Development Authority (“BARDA”), under~~ the ~~Assistant~~contributions ~~Secretary~~of ~~for~~long-time ~~Preparedness~~Director (and ~~Response,~~former ~~within~~Chair ~~the U.S. Department~~ of ~~Health~~the ~~and~~Board) ~~Human~~Lou ~~Services~~Panaccio, ~~dated~~whose ~~September~~last ~~29,~~day ~~2015,~~of toservice ~~extend~~was ~~the~~December ~~term through September 28~~31, 2025. ~~Under~~Following ~~the~~Mr. ~~modified~~Panaccio’s ~~contract~~retirement, ~~BARDA~~the ~~will~~Board ~~have~~was ~~access~~pleased to ~~our~~announce ~~RECELL~~Joe ~~inventory~~Woody’s inappointment ~~the~~as ~~event of~~ a ~~national~~new ~~emergency.~~Director Inpursuant ~~the~~to ~~case~~an ofoffer aletter ~~national~~to ~~emergency,~~join ~~BARDA will pay for RECELL devices at a reduced price for~~ the ~~first~~Board ~~1,000 units and will then pay retail price for any additional units. No additional inventory build will be required~~ as ~~part~~ of ~~this~~January ~~modification as we have sufficient inventory in stock to fulfill this requirement. BARDA will pay us approximately $333~~1,~~000~~ ~~in maintenance fees over the term of the contract to ensure its first right of access to our RECELL inventory~~2026.

On ~~May~~October 2916, ~~2024~~2025, ~~the~~Mr. ~~FDA~~Vance, ~~approved~~the ~~our~~Chair ~~premarket~~of ~~approval~~the ~~(“PMA”)~~Board ~~supplement~~of ~~for RECELL GO~~Directors, ~~our~~assumed ~~next~~the ~~generation~~position ~~autologous~~of ~~cell~~Interim ~~harvesting~~Chief ~~device,~~Executive toOfficer ~~treat~~(the ~~thermal~~“Interim ~~burn~~CEO”) ~~wounds~~upon ~~and~~the ~~full-thickness~~departure ~~skin~~of ~~defects~~Mr. ~~Following~~Corbett ~~this~~from ~~approval, we shipped~~ the ~~first~~Company ~~RECELL~~and ~~GO order on May 30, 2024, to accommodate~~ the ~~first case for its use on May 31, 2024~~Board.

On ~~June~~October 281, ~~2024~~2025, wethe ~~submitted~~CMS approved a ~~PMA~~New ~~supplement~~Technology Add-On Payment (“NTAP”) for the RECELL® ~~GO mini~~System, ~~which~~applicable isto ~~designed~~acute tonon-thermal ~~address~~full-thickness ~~small~~skin defects—such as traumatic injuries and surgical wounds—that uprequire toinpatient ~~480~~care ~~cm2~~and are treated with RECELL in combination with a meshed autograft. This ~~version~~NTAP ~~retains~~designation ~~the~~allows ~~same~~Medicare ~~multi-use~~Part ~~processing~~A ~~units~~inpatient asclaims ~~RECELL~~to GOreceive ~~but~~up ~~features~~to a$4,875 ~~smaller~~in ~~cartridge~~additional ~~designed~~reimbursement ~~for~~per case, beyond the ~~smaller~~standard ~~donor~~MS-DRG ~~skin~~base ~~samples~~rate, ~~needed~~provided ~~for~~CMS ~~smaller~~thresholds ~~wounds~~and coding criteria are met. ~~This~~The ~~submission~~NTAP ~~maintains~~is ~~the~~effective from October 1, 2025, through September 30, 2026, and was granted under CMS’s alternative pathway recognizing RECELL’s FDA Breakthrough Device ~~designation~~status, ~~from~~reinforcing ~~predecessor~~its ~~devices,~~clinical ~~providing~~value aand ~~prioritized~~supporting ~~180-day~~broader ~~review~~hospital ~~period~~adoption.

On ~~July~~September 3114, ~~2024~~2025, we ~~entered~~obtained ~~into~~the aCE ~~multi-year~~Mark ~~exclusive~~for ~~development~~RECELL ~~and~~GO ~~distribution~~under ~~agreement~~the ~~with~~European ~~Regenity~~Union ~~to market, sell, and distribute Cohealyx, an AVITA-~~Medical ~~branded~~Device ~~collagen-based~~Regulation ~~dermal~~(“EU ~~matrix in the U~~MDR”).~~S.,~~ ~~with~~This ~~the~~allows ~~potential~~us to commercialize ~~the~~RECELL ~~product~~GO in ~~the~~Europe ~~European~~and ~~Union,~~other ~~Japan,~~markets ~~and~~that ~~Australia~~recognize the CE Mark.

OnDuring ~~November 12~~2025, ~~2024,~~ we ~~entered~~continued ~~into~~to aexpand ~~partnership~~the clinical and real-world evidence supporting RECELL and its acute wound care portfolio, with ~~Revolution~~an ~~Surgical~~emphasis ~~Pty~~on ~~Ltd~~hospital utilization, towound ~~market~~closure outcomes and ~~distribute~~staged ~~the~~care ~~RECELL~~pathways. ~~System~~Data presented at major burn and wound care conferences highlighted reproducible outcomes in ~~Australia~~clinical practice and ~~New~~increasing ~~Zealand~~surgeon adoption across diverse patient populations.

On December 19, 2024, the FDA granted 510(k) clearance for Cohealyx. We plan to develop clinical data for Cohealyx in early 2025 to build on preclinical success and support the product’s full commercial launch. The post-market clinical study will assess Cohealyx’s performance in real-world settings, focusing on clinical efficacy and cost savings in the treatment of full-thickness wounds and burns. In the U.S., we expect to launch full commercialization efforts in the beginning of the second quarter of 2025.30

OnKey ~~December~~studies ~~23,~~presented ~~2024,~~during ~~the~~2025 ~~FDA~~included ~~approved RECELL GO mini. We expect RECELL GO mini to serve as a growth driver within~~ the broader RECELL GO platform, further advancing our strategy to expand our impact on patient care. Launch will begin with trauma and burn centers that currently treat smaller wounds during the first quarter of 2025.following:

•

Real-world hospital length of stay (“LOS”) analysis: A registry-based analysis of 741 matched adult patients with deep partial-thickness burns from the American Burn Association’s Burn Care Quality Platform compared RECELL with split-thickness skin grafting. The study demonstrated a statistically significant reduction in hospital length of stay of approximately 5.6 days, or 36%, for RECELL-treated patients, with consistent reductions across burn size subgroups up to 30% TBSA. RECELL-treated patients were more likely to be discharged directly home, supporting conclusions of improved recovery trajectories and hospital throughput.

•

Global systematic review of RECELL clinical evidence: A systematic review of 99 peer-reviewed studies, including 27 comparative analyses and more than 8,000 patients, found that RECELL consistently reduced donor site burden, achieved healing times comparable to or faster than conventional grafting, and demonstrated favorable pain, aesthetic and health economic outcomes across wound types. The authors concluded that the consistency and breadth of evidence support RECELL as an emerging standard of care in wound closure across diverse populations and care settings.

•

Accelerated wound bed preparation with Cohealyx: A June 2025 clinical publication evaluating Cohealyx reported rapid wound bed vascularization and readiness for autografting within approximately 5 to 10 days in a case series of complex full-thickness wounds, compared with the 2-to-4-week timelines typically reported for conventional dermal matrices. This data confirms previously published pre-clinical work. Investigators concluded that earlier readiness for definitive closure may reduce patient burden and complication risk.

•

Temporary wound coverage using PermeaDerm: In a retrospective case series, PermeaDerm was used to temporize mixed-depth and full-thickness burn wounds in patients unable to undergo immediate autografting. Surgeons cited ease of application, reduced operative complexity relative to cadaveric allograft, and the advantage of maintaining direct visualization of the wound bed. The study concluded that PermeaDerm provided safe and effective temporary coverage prior to definitive wound closure.

Sources for the studies referenced above were provided in the relevant press releases we issued from June through November 2025.

In 2025, we initiated two post-market clinical trials, PermeaDerm I and Cohealyx I, to further evaluate the performance of our technologies in the treatment of acute and complex wounds. The PermeaDerm I study is designed to assess cost and clinical outcomes when used as a temporizing treatment, and enrollment in this study has surpassed 75%. The Cohealyx I study is intended to evaluate time to autografting compared to a literature derived performance goal, with enrollment completed we expect data in 2026.

In early 2026, presentations at the Boswick Burn & Wound Symposium extended this evidence to staged wound care strategies, including surgeon-reported cases integrating RECELL, PermeaDerm and Cohealyx on the same patient. Together, these data reflect growing use of AVITA Medical’s integrated portfolio across wound coverage, preparation and definitive closure.

Results of Operations

Year-Ended December 31, 2025, compared to the Year-Ended December 31, 2024

The table below summarizes the results of our operations for each of the periods presented (in thousands).


	Year Ended
Statement of Operations Data:	December 31, 2025			December 31, 2024			$ Change			% Change
Sales revenue	$	70,879		$	63,893			6,986			11	%
Lease revenue		731			358			373			104	%
Total revenues		71,610			64,251			7,359			11	%
Cost of sales		(12,794	)		(9,094	)		(3,700	)		(41	)%
Gross profit		58,816			55,157			3,659			7	%
Operating expenses:
Sales and marketing		(53,138	)		(58,195	)		5,057			9	%
General and administrative		(27,373	)		(33,195	)		5,822			18	%
Research and development		(20,839	)		(20,360	)		(479	)		(2	)%
Total operating expenses		(101,350	)		(111,750	)		10,400			9	%
Operating loss		(42,534	)		(56,593	)		14,059			25	%
Interest expense		(5,004	)		(5,361	)		357			7	%
Other (expense) income, net		(1,038	)		163			(1,201	)	nm
Loss before income taxes		(48,576	)		(61,791	)		13,215			21	%
Income tax expense		(11	)		(54	)		43			80	%
Net loss	$	(48,587	)	$	(61,845	)		13,258			21	%

*nm = not meaningful

Total revenues increased by 11%, or $7.4 million, to $71.6 million, compared to $64.3 million in the year-ended December 31, 2024. The growth in revenues was largely driven by deeper penetration within customer accounts, new accounts for the treatment of traumatic and surgical wounds and, to a lesser extent, new product launches.

Gross profit margin was 82.1% compared to 85.8% in the corresponding period in the prior year. Note that the gross margin for RECELL products only was 84.3% for the year. The decrease in the overall gross margin percentage from the prior year was primarily caused by product mix and higher inventory reserve. We share the average sales price for Cohealyx at 50% and for PermeaDerm at 60%. Although these arrangements are highly beneficial, they inevitably result in an overall decrease in gross margin percentage. Therefore, the product mix is expected to continue to reduce the overall gross margin percentage while increasing the gross profit, and given that costs associated with this revenue do not increase significantly, operating profit increases on a quarterly basis.

Total operating expenses decreased by 9% or $10.4 million to $101.4 million, compared with $111.8 million in the year-ended December 31, 2024.

Sales and marketing expenses decreased by 9%, or $5.1 million, to $53.1 million, compared to $58.2 million in the year-ended December 31, 2024. Lower costs in the current year were related to decreases in salaries and benefits of $1.9 million, stock-based compensation expense of $0.9 million, commissions expense of $0.7 million, professional fees of $0.7 million, recruiting expenses of $0.6 million, and travel expenses of $0.3 million. The decreases are primarily due to the reduction of our sales force as part of cost savings initiatives.

General and administrative expenses decreased by 18%, or $5.8 million, to $27.3 million, compared to $33.1 million in the year-ended December 31, 2024. Lower costs in the current year are due to decreases in stock-based compensation of $3.5 million and salaries and benefits of $2.3 million. The decreases in salaries and benefits and stock-based compensation are primarily attributable to decreased headcount.

Research and development expenses increased by 2%, or $0.5 million, to $20.8 million, compared to $20.3 million in the year-ended December 31, 2024. Higher costs in the current year are due to increases in salaries and benefits of $1.0 million and stock-based compensation expense of $0.7 million, offset by decreases in research and development expenses of $0.8 million and lower other research and development expenses of $0.4 million. The decrease in research and development expenses are due to the capitalization of project costs, specifically internally developed software.

Other (expense) income, net decreased by $1.2 million to other expense, net of $1.0 million. In the current year, other expense, net consists of $3.3 million in debt issuance costs and $1.4 million related to the change in fair value of loan facility, offset by a non-cash gain of $2.2 million related to the change in fair value of warrants, $0.9 million in income related to our investments, and $0.4 million in other gains, net. In the prior period, other income, net of $0.2 million consisted of $2.7 million in income related to our investments and $0.3 million in other gains, net offset by non-cash charges of $2.5 million due to the change in fair value of the debt and $0.3 million due to the change in fair value of warrant liability.

Net loss decreased by $13.3 million, to $48.6 million, over the $61.8 million recognized in the year ended December 31, 2024. The decrease in net loss was driven by the higher gross profit and lower operating expenses offset by higher other expense, net as described above.

Year-Ended December 31, 2024, compared to the Year-Ended December 31, 2023

The table below summarizes the results of our operations for each of the periods presented (in thousands).

	Year Ended
Statement of Operations Data:	December 31, 2024			December 31, 2023			$ Change			% Change
Sales revenue	$	63,893		$	50,143			13,750			27.4	%
Lease revenue		358			-			358			100.0	%
Total revenues		64,251			50,143			14,108			28.1	%
Cost of sales		(9,094	)		(7,780	)		(1,314	)		(~~16.9~~17	)%
Gross profit		55,157			42,363			12,794			30.2	%
BARDA income		-			1,428			(1,428	)		(100.0	)%
Operating expenses:
Sales and marketing		(58,195	)		(37,291	)		(20,904	)		(56.1	)%
General and administrative		(33,195	)		(28,334	)		(4,861	)		(17.2	)%
Research and development		(20,360	)		(20,821	)		461			2.2	%
Total operating expenses		(111,750	)		(86,446	)		(25,304	)		(29.3	)%
Operating loss		(56,593	)		(42,655	)		(13,938	)		(~~32.7~~33	)%
Interest expense		(5,361	)		(1,143	)		(4,218	)	*nm
Other income, net		163			8,483			(8,320	)		(98.1	)%
Loss before income taxes		(61,791	)		(35,315	)		(26,476	)		(75.0	)%
Income tax expense		(54	)		(66	)		12			(18.2	)%
Net loss	$	(61,845	)	$	(35,381	)		(26,464	)		(~~74.8~~75	)%

*nm = not meaningful

Total revenues increased by 28%, or $14.1 million, to $64.3 million, compared to $50.1 million in the year-ended December 31, 2023. Our commercial revenue was $64.0 million for the year-ended December 31, 2024, an increase of $14.2 million, or 29%, compared to $49.8 million in the year-ended December 31, 2023. The growth in commercial revenues was largely driven by deeper penetration within customer accounts and new accounts for full-thickness skin defects.

Gross profit margin was 85.8% compared to 84.5% in the corresponding period in the prior year. This increase was largely driven by increases in both revenues and the volume of production.

BARDA income decreased to zero, compared to $1.4 million in the corresponding period in the prior year due to the ending of reimbursable clinical trials. BARDA income in the prior year consisted of funding received from the Biomedical Advanced Research and Development Authority, under the Assistant Secretary for Preparedness and Response, within the U.S. Department of Health and Human Services, under ongoing USG Contract No. HHSO100201500028C.

Total operating expenses increased by 29% or $25.3 million to $111.8 million, compared with $86.4 million in the year-ended December 31, 2023.

Sales and marketing expenses increased by 56%, or $20.9 million, to $58.2 million, compared to $37.3 million in the year-ended December 31, 2023. Higher costs in the current year were related to increases in salaries and benefits and personnel expenses of approximately $8.7 million, commissions expense of $7.4 million, stock-based compensation expense of $1.8 million, $1.2 million in professional fees, $0.6 million in other selling expenses, $0.6 million in travel expenses, and $0.2 million in rent expense, plus $0.4 million in all other expenses, net. The increase in salaries and benefits, personnel-related expenses, stock-based compensation, travel expenses, and other selling expenses are due to the expansion of the sales force to support our growing commercial capabilities. Higher commissions were directly associated with the increase in revenues. The increase in professional fees are primarily due to consulting expenses related to our foreign distribution network. The increase in rent is due to increased office space to accommodate our growing operations.

General and administrative expenses increased by 17%, or $4.9 million, to $33.1 million, compared to $28.3 million in the year-ended December 31, 2023. The increase was attributable to increases in salaries and benefits and personnel expenses of $2.9 million, stock-based compensation of $2.4 million, and rent expense of $0.5 million, partially offset by lower deferred compensation expenses of $0.4 million, lower insurance expense of $0.3 million plus lower other corporate expenses, net of $0.3 million. The increase in salaries and benefits and stock-based compensation are primarily attributable to headcount growth to support the expansion of our business. The decrease in the deferred compensation expense is driven by a lower stock price used to calculate the deferred compensation liability for the deferred restricted stock awards.

Research and development expenses decreased by 2%, or $0.5 million, to $20.3 million, compared to $20.8 million in the year-ended December 31, 2023. The decrease in research and development expenses is primarily due to lower professional fees and development expenses of approximately $4.0 million related to RECELL GO and full-thickness skin defects plus lower other development expenses, net of $0.3 million, partially offset by an increase in salaries and benefits of $2.8 million, an increase in stock-based compensation of $0.7 million, and an increase of $0.3 million in travel expenses, primarily due to the increase in headcount resulting from the deployment of Medical Science Liaisons.

Interest expense increased approximately $4.2 million in comparison to the prior year due to the interest expense related to ~~the~~ long-term debt ~~as part of the OrbiMed Credit Agreement~~ for the full year, for an aggregate principal amount owed of $40.0 million.

Other income, net decreased by $8.3 million to $0.2 million. In the current year, other income, net consisted of $2.7 million in income related to our investments and $0.3 million in other gains, net offset by non-cash charges of $2.5 million due to the change in fair value of the debt and $0.3 million due to the change in fair value of warrant liability. In the prior period, income consisted of $3.1 million in income from our investment activities, dissolution of certain foreign subsidiaries that resulted in a $9.4 million gain, plus other gains, net of $0.3 million, partially offset by a loss on debt issuance of $1.2 million, debt issuance costs of $0.8 million and the change of fair value for our debt of $1.6 million and change in fair value of warrants for $0.7 million.

Net loss increased by $26.5 million, to $61.8 million, over the $35.4 million recognized in the year ended December 31, 2023. The increase in net loss was driven by the higher operating expenses and lower other income, net, partially offset by higher gross profit as described above.

Year-Ended December 31, 2023, compared to the Year-Ended December 31, 2022

The table below summarizes the results of our operations for each of the periods presented (in thousands).

	Year-Ended			Year-Ended			$			%
Statement of Operations Data:	December 31, 2023			December 31, 2022			Change			Change
Revenues	$	50,143		$	34,421			15,722			46	%
Cost of sales		(7,780	)		(6,041	)		(1,739	)		(29	)%
Gross profit		42,363			28,380			13,983			49	%
BARDA income		1,428			3,215			(1,787	)		(56	)%
Operating expenses:
Sales and marketing		(37,291	)		(21,913	)		(15,378	)		(70	)%
General and administrative		(28,334	)		(23,330	)		(5,004	)		(21	)%
Research and development		(20,821	)		(13,857	)		(6,964	)		(50	)%
Total operating expenses		(86,446	)		(59,100	)		(27,346	)		(46	)%
Operating loss		(42,655	)		(27,505	)		(15,150	)		(55	)%
Interest expense		(1,143	)		(16	)		(1,127	)	*nm
Other income, net		8,483			892			7,591		*nm
Loss before income taxes		(35,315	)		(26,629	)		(8,686	)		(33	)%
Income tax expense		(66	)		(36	)		(30	)		(83	)%
Net loss	$	(35,381	)	$	(26,665	)		(8,716	)		(33	)%

*nm = not meaningful

Total net revenues increased by 46%, or $15.7 million, to $50.1 million, compared to $34.4 million in the year-ended December 31, 2022. Our commercial revenue, which excludes BARDA revenue, was $49.8 million for the year-ended December 31, 2023, an increase of $15.8 million, or 46%, compared to $34 million in the year-ended December 31, 2022. The growth in commercial revenues was largely driven by deeper penetration within individual customer accounts and the full-thickness skin defects launch along with the commencement of commercial sales with our partner COSMOTEC in Japan.

Gross profit margin increased by 2% to 84.5% compared to 82.4% in the year-ended December 31, 2022. The increase in gross profit margin was largely driven by higher production along with lower shipping costs.

BARDA income consisted of funding from BARDA, under the Assistant Secretary for Preparedness and Response, within the U.S. Department of Health and Human Services, under ongoing USG Contract No. HHSO100201500028C. BARDA income decreased 56% or $1.8 million to $1.4 million, compared to $3.2 million in the year-ended December 31, 2022, due to reimbursable clinical trials winding down.

Total operating expenses increased by 46% or $27.3 million to $86.4 million, compared with $59.1 million in the year-ended December 31, 2022.

Sales and marketing expenses increased by 70%, or $15.4 million, to $37.3 million, compared to $21.9 million incurred in the year-ended December 31, 2022. Higher costs in the current year were primarily attributed to higher salaries and benefits, commissions, recruitment fees and travel costs. The increase in salaries and benefits and recruitment fees were due to the preparation of the commercial launch of full-thickness skin defects in June 2023. Higher commissions and travel costs were directly associated with the increase in revenues.

General and administrative expenses increased by 21%, or $5.0 million, to $28.3 million, compared to $23.3 million incurred in the year-ended December 31, 2022. The increase was attributable to salaries and benefits, deferred compensation expense, stock-based compensation, and severance costs. Higher salary and benefits are driven by the increase in headcount. The increase in deferred compensation expense was driven by our deferred compensation liability which generally tracks the movements in the stock market. Severance costs in the current year were due to the termination of three former executive officers, partially offset by the termination of a former executive officer in the prior year.

Research and development expenses increased by 50%, or $6.9 million, to $20.8 million, compared to $13.9 million incurred in the year-ended December 31, 2022. The increase was primarily due to higher clinical trial costs associated with the TONE study as well as other research and development costs associated with furthering our pipeline, and the development of the next generation RECELL GO for preparation of Spray-On Skin Cells, which resulted in a PMA submission in June 2023. We also had increased expenses associated with building out a team of Medical Science Liaisons in support of the new full-thickness skin defects indication.

Interest expense increased by $1.1 million due to the new Credit Agreement entered into with OrbiMed Advisors, LLC on October 18, 2023.

Other income, net increased by $7.6 million in the current year primarily due to an increase of $2.1 million in income from our investment activities, wind down of certain foreign subsidiaries that resulted in a $9.4 million gain, partially offset by a loss on debt issuance of $1.2 million, debt issuance costs of $0.8 million and the change of fair value for our debt of $1.6 million and change in fair value of warrants for $0.7 million. We had an increase of approximately $2.1 million in interest income due to higher investment yields. By the end of the fourth quarter of 2023 the business activities of AVITA Medical Pty Limited, AVITA Medical Europe Limited, Visiomed Group Pty Ltd, C3 Operations Pty Ltd and Infamed Pty Ltd were essentially dissolved. As part of the liquidation the company recognized $9.4 million of non-cash foreign currency exchange gains associated with the elimination of the foreign subsidiaries. The gains were offset by expenses related to issuance of debt. We recognized approximately $1.2 million loss on debt issuance as the fair value of the debt and the warrants on the issuance date exceeded the proceeds received on October 18, 2023, the closing date. In addition, we incurred approximately $0.8 million in debt issuance costs. We also recognized $1.6 million and $0.7 million of non-cash charges due to the change in fair value of the debt and the warrant liability, respectively. As permitted under ASC 825, we elected the fair value option to account for the debt, and recorded the debt and warrants at fair value with changes in fair value recorded in the Consolidated Statements of Operations. Changes in fair value related to instrument specific credit risk for the debt are included in Other comprehensive income in the Consolidated Balance Sheets.

Net loss increased by $8.8 million, to $35.4 million, over the $26.7 million recognized in the year ended December 31, 2022. The increase in net loss was driven by the higher operating expenses, partially offset by higher revenues and the non-cash charges as described above.

Liquidity and Capital Resources

Overview

We ~~expect~~Our toConsolidated ~~utilize~~Financial ~~cash~~Statements ~~reserves~~have ~~until~~been ~~U.S.~~prepared ~~sales~~on ofthe ~~our~~basis ~~products~~we ~~reach~~will continue as a ~~level~~going ~~sufficient~~concern tofor ~~fund~~the ~~ongoing~~next ~~operations~~12 months. ~~AVITA~~We ~~Medical~~had ~~has~~approximately $10.2 million in cash and cash equivalents and $7.9 million in marketable securities as of December 31, 2025. We have funded ~~its~~our research and development activities, and more recently ~~its~~our substantial investment in sales and marketing activities, through the sale of our products, the issuance of equity securities, and debt financing. AsIf ofcapital ~~December~~is ~~31,~~not ~~2024~~available to us when amounts are needed, ~~the~~we ~~Company~~could ~~had~~be ~~approximately~~required ~~$14.1~~to ~~million~~delay, inscale ~~cash~~back or abandon commercial and ~~cash~~development ~~equivalents~~programs and ~~$21.8~~other ~~million~~operations, inwhich ~~marketable~~could ~~securities~~adversely impact our business, financial condition, and operating results.

OnBased October 18, 2023 (the “Closing Date”), the Company entered into a Credit Agreement (the “Credit Agreement”), by and between the Company, as borrower, and an affiliate of OrbiMed Advisors, LLC, as the lender and administrative agent (the “Lender”). The Credit Agreement provides for a five-year senior secured credit facility in an aggregate principal amount of up to $90.0 million (the “Loan Facility”), of which $40.0 million was borrowed on ~~the~~our ~~Closing~~liquidity ~~Date,~~position ~~less certain fees~~ and ~~expenses~~current ~~payable~~forecast ~~to or on behalf~~ of ~~the~~operating ~~Lender.~~results ~~On November 7, 2024, the Lender~~ and ~~the~~cash Company mutually agreed to a third amendment (the “Third Amendment”) to the Credit Agreement. Under the terms of the Third Amendment and subject to the payment by the Company of a consent fee to the Lenderflows, ~~the~~management ~~Company~~determined ~~and~~there the Lender mutually agreed to (1) terminate two additional tranches of available debt in the aggregate amount of $50.0 million and (2) remove the trailing 12-month revenue covenant for the fourth quarter of 2024, which was set at $67.5 million. All revenue covenants for subsequent quarters remain in effect. The indebtedness under the Credit Agreement is ~~secured~~substantial bydoubt ~~substantially~~about ~~all of~~ our ~~assets~~ability ~~and will accrue interest at a rate equal~~ to ~~the~~continue ~~greater~~as ~~of (~~a) ~~forward-looking~~going ~~one-month~~concern ~~term~~over ~~SOFR rate and (b) four percent (4%) per annum, plus eight percent (8%). In~~ the ~~event~~next ~~that the Company does not meet certain~~ twelve~~-month~~ ~~trailing~~months ~~revenue~~following ~~targets at~~ the ~~end~~date of ~~future~~issuance ~~fiscal quarters, the outstanding balance~~ of ~~the~~these ~~loan~~Consolidated ~~must~~Financial beStatements ~~repaid~~due into ~~equal~~our ~~quarterly~~debt ~~installments~~repayment ofobligations, 5%historical ofnegative ~~the~~cash ~~funded~~flows, ~~amount~~and ~~through~~recurring ~~the maturity date~~losses. InAs ~~addition, if we don’t maintain~~ a ~~minimum cash and cash equivalents balance at the end of each reporting period~~result, we may ~~have~~require toadditional ~~repay~~liquidity ~~amounts~~to ~~outstanding~~continue inour ~~full~~operations asover athe ~~result~~next oftwelve ~~an event of default~~months. ~~The Credit Agreement contains representations, warranties and covenants that are customary for this type of agreement.~~

On the Closing Date, we issued to an affiliate of the Lender a warrant (the “Warrant”) to purchase up to 409,661 shares of our common stock, at an exercise price of $10.9847 per share, with a term of 10 years from the issuance date. The Warrant contains customary share adjustment provisions, as well as weighted average price protection in certain circumstances. 34

Subsequent to December 31, ~~2024~~2025, on ~~February~~January 13, ~~2025~~2026 (the “Closing Date”), we entered into a ~~fourth~~Credit ~~amendment~~Agreement toand Guaranty (the “Perceptive Credit Agreement”), and Security Agreement (the “~~Fourth~~Security ~~Amendment~~Agreement”), ~~which~~by ~~amended~~and ~~the~~among ~~trailing~~us, 12as borrower, Avita Medical Americas, LLC, a wholly-~~month~~owned ~~revenue~~subsidiary ~~covenant~~of tothe ~~$73.0~~Company, ~~million~~as ~~for~~guarantor (the ~~quarter~~“Guarantor,” ~~ending~~taken ~~March~~together 31with the Company, ~~2025~~the “Obligors”) and Perceptive Credit Holdings V, toLP ~~$78.0~~as ~~million~~a ~~for~~lender and the ~~quarter~~administrative ~~ending~~agent ~~June~~(the 30“Lender,” ~~2025~~and the “Administrative Agent,” toas ~~$84~~applicable).0 ~~million~~The Perceptive Credit Agreement provides for ~~the~~a ~~quarter~~five-year ~~ending~~senior ~~September~~secured ~~30,~~credit ~~2025,~~facility in an aggregate principal amount of up to $~~92.0~~60 million ~~for~~(the “Perceptive Loan Facility”), of which (i) $50 million was funded on the ~~quarter~~Closing ~~ending~~Date ~~December~~(the ~~31,~~“ ~~2025~~Perceptive Initial Commitment Amount”) and to(ii) $~~103.0~~10 million ~~for~~will be made available, at our discretion by notice to the ~~quarter~~Administrative ~~ending~~Agent on or before March 31, ~~2026. The~~2027, ~~$115.0~~subject ~~million~~to satisfaction of a certain net revenue ~~covenant~~requirement ~~for~~(the ~~all~~“Additional ~~subsequent~~Commitment ~~quarters~~Amount”). ~~through~~On the ~~date~~Closing Date, we closed on the Perceptive Initial Commitment Amount, less certain fees and expenses payable to or on behalf of ~~debt~~the ~~maturity~~Lender. ~~remains~~Simultaneously with the closing of the Perceptive Initial Commitment Amount, we repaid in ~~effect~~full and terminated all of its obligations and commitments (the “Refinancing Transaction”) under the Previous Credit Agreement (as defined below).

AsDuring ~~a condition to~~ the ~~execution~~term of the ~~Fourth~~Perceptive ~~Amendment~~Loan Facility, weinterest ~~issued~~payable toin cash shall accrue on any outstanding amounts under the ~~Lender~~Loan Facility at a ~~warrant~~rate toper ~~purchase~~annum upequal to ~~145,180~~the ~~shares~~greater of ~~our~~(x) ~~common~~the ~~stock~~SOFR rate for such period and (y) 4.00% plus, atin aneither ~~exercise~~case, ~~price~~7.50%. Upon the occurrence and during the continuance of ~~$0.01~~an ~~per~~event ~~share~~of default, ~~with~~any outstanding amount under the Perceptive Loan Facility will bear interest at a ~~term~~rate of 104.00% ~~years~~in ~~from~~excess of the ~~issuance~~otherwise ~~date~~applicable rate of interest.

AsUnder the terms of the ~~date~~Perceptive ~~these~~Credit ~~financial~~Agreement, ~~statements~~and ~~were~~as ~~issued~~set forth in a fee letter between us, and the Lender and the Administrative Agent (the “Fee Letter”), we ~~believe~~will pay certain fees with respect to the Loan Facility, including (a) an exit fee equal to 5% of the aggregate principal amount borrowed by us under the Perceptive Credit Agreement in the event that we ~~have~~fail ~~sufficient~~to ~~cash~~secure ~~reserves~~shareholder approval of the issuance of the Warrant (as defined below) in accordance with the rules of the ASX (the “Warrant Shareholder Approval”) on or prior to ~~fund~~September ~~operations~~30, ~~for~~2026, and (b) a prepayment premium ranging from 1% to 10% of the ~~next~~amount 12of ~~months.~~the Loan Facility that is prepaid upon any voluntary or mandatory prepayment (including as a result of an acceleration), together with certain other fees and expenses of the Lender.

The ~~following~~Perceptive ~~table~~Credit ~~summarizes~~Agreement ~~our~~contains ~~cash~~certain ~~flows~~customary ~~for~~events of default, including with respect to nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty; failure to perform or observe covenants; material defaults on other indebtedness; insolvency; loss of certain key permits, persons and contracts; material adverse effects; certain regulatory matters; and change of control. Additionally, the ~~periods~~Company’s ~~presented:~~failure to obtain the Warrant Shareholder Approval on or prior to November 30, 2026 shall constitute an event of default under the Perceptive Credit Agreement.

	Year Ended
(in thousands)	December 31, 2024			December 31, 2023
Net cash used in operations	$	(48,939	)	$	(38,011	)
Net cash provided by investing activities		37,363			1,607
Net cash provided by financing activities		3,508			40,374
Effect of foreign exchange rate on cash and cash equivalents		-			(16	)
Net increase/(decrease) in cash and cash equivalents		(8,068	)		3,954
Cash and cash equivalents at beginning of the period		22,118			18,164
Cash and cash equivalents at end of the period		14,050			22,118

The Perceptive Credit Agreement contains a number of customary representations, warranties and covenants that, among other things, will limit or restrict the ability of the Company and its subsidiaries to (subject to certain qualifications and exceptions): create liens and encumbrances; incur additional indebtedness; merge, dissolve, liquidate or consolidate; make acquisitions, investments, advances or loans; dispose of or transfer assets; pay dividends or make other payments in respect of their capital stock; redeem or repurchase certain debt; engage in certain transactions with affiliates; and enter into certain restrictive agreements. Among such covenants, the Perceptive Credit Agreement includes a financial maintenance test that requires the Obligors to maintain a specified minimum net revenue for each trailing twelve-month period ending on the last day of a fiscal quarter occurring prior to the maturity date of the Loan Facility. In addition, the Perceptive Credit Agreement requires the Company to ensure that the Obligors maintain in the aggregate at least $5 million of unrestricted cash at all times.

~~Net~~Pursuant ~~cash~~to ~~used~~the inSecurity ~~operating~~Agreement, ~~activities~~all ~~was~~obligations ~~$48.9~~under ~~million~~the ~~and~~Perceptive ~~$38.0~~Credit ~~million~~Agreement ~~during~~is ~~the~~guaranteed ~~years-ended~~by ~~December~~the ~~31,~~Guarantor ~~2024~~ and ~~2023,~~secured ~~respectively.~~by ~~The~~substantially ~~increase~~all ~~primarily~~of ~~resulted~~our ~~from~~and ~~higher~~the ~~operating~~Guarantor’s ~~costs, partially offset by increased revenues~~assets.

~~Net~~On ~~cash~~August ~~provided~~12, by2025, ~~investing~~we ~~activities~~completed ~~was~~a private placement (the “Placement”) on the ASX to institutional and professional investors to raise $3714.48 million, ~~and~~or $113.68 million ~~during~~after deducting sales commissions and offering expenses, through the ~~years-ended~~issuance ~~December~~of 3117,201,886 ~~2024~~CHESS ~~and~~Depositary ~~2023~~Interests (“CDIs”), ~~respectively.~~which ~~The~~is ~~increase~~the inequivalent ~~cash~~of ~~provided~~3,440,377 byshares ~~investing~~of ~~activities~~Common isstock. ~~primarily~~Proceeds ~~attributable~~of tothe ~~lower~~Placement ~~cash~~will ~~outflows~~be ~~from~~used ~~purchases~~for ofworking ~~marketable~~capital ~~securities~~requirements ~~offset~~and bywill ~~lower~~provide ~~cash~~additional ~~inflows~~strategic ~~from~~flexibility ~~maturities~~to ofsupport ~~marketable~~continued ~~securities~~growth ~~and~~of anour ~~increase~~therapeutic inacute ~~cash~~wound portfolio.

In connection with the Refinancing Transaction, on January 13, 2026, we repaid all outstanding indebtedness under the Previous Credit Agreement and terminated all obligations and commitments thereunder. As a result, we and the guarantors under the Previous Credit Agreement have no further obligations under the Previous Credit Agreement or the related guarantees other than with respect to warrants previously issued under the Previous Credit Agreement, which remain outstanding.

~~outflow~~On September 30, 2025, we received a waiver related to the trailing 12-month revenue covenant for ~~capital~~the ~~expenditures~~third inquarter of 2025. On November 5, 2025, we entered into a sixth amendment to the ~~current~~Previous ~~year~~Credit ~~compared~~Agreement (the “Sixth Amendment”), which amended the trailing 12-month revenue covenant for the fourth quarter of 2025 to $70.0 million for the ~~prior~~quarter ~~year~~ending December 31, 2025, and waived the event of default caused by the “going concern” qualification in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. The ~~increase~~revenue incovenants ~~capital~~for ~~expenditures~~all subsequent quarters remained in effect. In consideration for the ~~current~~Sixth ~~year~~Amendment, iswe ~~primarily~~agreed ~~related~~to add $500,000 to the ~~leasehold~~original ~~improvement~~$40.0 inmillion ~~the~~principal ~~Ventura~~balance, ~~production~~with ~~facility~~interest topaid ~~enhance~~on ~~manufacturing~~this ~~output~~amount as of November 1, 2025 and ~~materials~~during ~~related~~the toterm ~~our~~of ~~RECELL~~the GOPrevious ~~RPDs~~Credit Agreement and payable along with the original $40.0 million principal balance, either at the maturity date or when and if earlier repaid.

~~Net~~On ~~cash~~June ~~provided~~30, by2025, ~~financing~~we ~~activities~~received ~~was~~a ~~$3.5~~waiver ~~million~~related ~~and~~to ~~$40.4~~the ~~million~~trailing 12-month revenue covenant for the ~~years-ended~~second ~~December~~quarter ~~31,~~of ~~2024~~2025. ~~and~~On ~~2023~~August 7, ~~respectively.~~2025, ~~The~~we ~~decrease~~entered ininto ~~cash~~a ~~provided~~fifth byamendment ~~financing~~to ~~activities~~the ~~was~~Previous ~~due~~Credit toAgreement (the ~~issuance~~“Fifth ofAmendment”), ~~debt~~which infurther amended the ~~prior~~trailing ~~year~~12-month ~~offset~~revenue bycovenants, ~~increases~~and inwaived the ~~proceeds~~event ~~from~~of default caused by the ~~exercises~~“going ofconcern” ~~stock~~qualification ~~options~~in ~~and~~our ~~purchases~~Quarterly ofReport ~~stock~~on ~~under~~Form 10-Q for the ~~ESPP~~quarter inended ~~the~~June ~~current~~30, ~~year~~2025. In consideration of the Fifth Amendment, we issued 400,000 shares of our Common stock to the Lender.

On February 13, 2025, we entered into a fourth amendment to the Previous Credit Agreement (the “Fourth Amendment”), which amended the trailing 12-month revenue covenants. In consideration of the Fourth Amendment, we issued to the Lender warrants to purchase up to 145,180 shares of our common stock, at an exercise price of $0.01 per share, with a term of 10 years from the issuance date. On March 31, 2025, we received a waiver related to the trailing 12-month revenue covenant for the first quarter of 2025.

On October 18, 2023, we entered into a credit agreement (as amended and modified, the “Previous Credit Agreement”), by and between us, as borrower, and an affiliate of OrbiMed Advisors, LLC, as the lender and administrative agent. The Previous Credit Agreement provided for a five-year senior secured credit facility in an aggregate principal amount of up to $90.0 million, of which $40.0 million was borrowed, less certain fees and expenses. On November 7, 2024, we entered into the third amendment (the “Third Amendment”) to the Previous Credit Agreement. Under the terms of the Third Amendment and subject to our payment of a consent fee to the Lender, we mutually agreed to (1) terminate two additional tranches of available debt in the aggregate amount of $50.0 million and (2) remove the trailing 12-month revenue covenant for the fourth quarter of 2024, which was set at $67.5 million. All revenue covenants for subsequent quarters remained in effect.

The following table summarizes our cash flows for the periods presented:


	Year Ended
(in thousands)	December 31, 2025			December 31, 2024
Net cash used in operating activities	$	(31,195	)	$	(48,939	)
Net cash provided by investing activities		12,452			37,363
Net cash provided by financing activities		14,936			3,508
Net decrease in cash and cash equivalents		(3,807	)		(8,068	)
Cash and cash equivalents at beginning of the period		14,050			22,118
Cash and cash equivalents at end of the period		10,243			14,050

Net cash used in operating activities was $31.2 million and $48.9 million during the years-ended December 31, 2025 and 2024, respectively. The decrease in cash used by operating activities is primarily attributable to higher gross profit and lower operating costs.

Net cash provided by investing activities was $12.5 million and $37.4 million during the years-ended December 31, 2025 and 2024, respectively. The decrease in cash provided by investing activities is primarily attributable to lower cash inflows from maturities of marketable securities offset by lower cash outflows from purchases of marketable securities and a decrease in cash outflow for capital expenditures in the current year compared to the prior year. The decrease in capital expenditures in the current year is primarily related to the leasehold improvement in the Ventura production facility to enhance manufacturing output and materials related to our RECELL GO RPDs in the prior year.

Net cash provided by financing activities was $14.9 million and $3.5 million for the years-ended December 31, 2025 and 2024, respectively. The increase in cash provided by financing activities was due to the net proceeds received from the Placement offset by decreases in the proceeds from the exercises of stock options and purchases of stock under the ESPP in the current year.

Capital Management and Material Cash Requirements

We aim to manage capital toso ~~maintain~~that the Company continues as a going concern while also maintaining optimal returns to stockholders, ~~and~~as well as other benefits for ~~other~~our stakeholders. We also aim to maintain a capital structure that ensures the lowest cost of capital available to us. We regularly review our capital structure and seek to take advantage of available opportunities to improve outcomes for us and our stockholders.

For the year-ended December 31, ~~2024~~2025, there were no dividends paid and we have no plans to commence the payment of dividends. On December 19, 2024, Regenity received 510(k) clearance, as such, we accrued $2.0 million to be paid in January 2025 and recorded $3.0 million in Contingent liability and $5.0 million in Intangible assets, net in the Consolidated Balance Sheets. Under the terms of our exclusive development and distribution agreement with Regenity, we have a further obligation to make up to an additional $3.0 million payment on or before January 4, 2026 to guarantee development and manufacturing capacity (and related resources), contingent on positive results of certain clinical studies. With the exception of the milestone payments related to our exclusive development and distribution agreement with Regenity, we do not have any other purchase commitments or long-term contractual obligations, except for lease obligations as of December 31, 2024. Refer to Note 7 of our Consolidated Financial Statements for further details on our lease obligations.

On December 19, 2024, Regenity received 510(k) clearance, as such, we accrued $2.0 million to be paid in January 2025 and recorded $3.0 million in Contingent liability and $5.0 million in Intangible assets, net in the Consolidated Balance Sheets. Under the terms of our amended exclusive development and distribution agreement with Regenity, we have a further obligation to make up to an additional $3.0 million payment on or before January 4, 2027 to guarantee development and manufacturing capacity (and related resources), contingent on positive results of certain clinical studies. With the exception of the milestone payments related to our exclusive development and distribution agreement with Regenity, we do not have any other purchase commitments or long-term contractual obligations, except for lease obligations as of December 31, 2025. Refer to Note 7 of our Consolidated Financial Statements for further details on our lease obligations.

In addition, we have no material off-balance sheet arrangements (as defined in the applicable rules and regulations established by the SEC) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. While we have no committed plans to issue further shares on the market, we will continue to assess market conditions.

Critical Accounting Policies and Estimates

The SEC defines “critical accounting policies” as those that require the application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Practices, or U.S. GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base those estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

The following listing is not intended to be a comprehensive list of all of our accounting policies. Our significant accounting policies are described in Note 2 to our Consolidated Financial Statements contained elsewhere in this Annual Report. In many cases, the accounting treatment of a particular transaction is dictated by U.S. GAAP, with no need for our judgment in its application. There are also areas in which our judgment in selecting an available alternative would not produce a materially different result. We have identified the following as our critical accounting policies.

Revenue Recognition

We generate revenues primarily from:

•

The sale of RECELL EOU, RPK, and mini RPK (collectively, the “RPKs”), PermeaDerm and Cohealyx products to hospitals, other treatment centers, and distributors.

•

Maintenance fee received from BARDA to ensure first right of access to our inventory. In the prior year, the Company recorded service revenue for the emergency preparedness services provided to BARDA.

Lease revenue for the RPD.

36Our sale of the RECELL EOU, PermeaDerm, and Cohealyx products are accounted for under ASC 606, Revenue from contracts with customers (“ASC 606”). Revenue for the RECELL GO is disaggregated between two accounting standards: (1) ASC 606 for the RPKs and (2) ASC 842, Leases (“ASC 842”) for the RPD.

Our sale of the RECELL EOU and PermeaDerm products are accounted for under ASC 606, Revenue from contracts with customers (“ASC 606”). Revenue for the RECELL GO system is disaggregated between two accounting standards: (1) ASC 606 for the RPK and (2) ASC 842, Leases (“ASC 842”) for the RPD. Revenues from BARDA are accounted for under ASC 606, and are included in Sales revenues within the Consolidated Statements of Operations.37

To determine revenue recognition for arrangements that are within the scope of Topic 606, Revenue from contracts with customers, (“ASC 606”), we perform the following five steps:

Identify the contract with a customer

Identify the performance obligations

Determine the transaction price

Allocate the transaction price to the performance obligations

Recognize revenue when/as performance obligation(s) are satisfied

In order for an arrangement to be considered a contract, it must be probable that we will collect the consideration to which it is entitled for goods or services to be transferred. We then assess the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract.

We determine the transaction price based on the amount of consideration we expect to receive for providing the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, we estimate the probability and extent of consideration we expect to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. We then consider any constraints on the variable consideration and include in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

When accounting for a contract that contains multiple performance obligations, we must develop judgmental assumptions to determine the estimated stand-alone selling price ("SSP") for each performance obligation identified in the contract. We utilize the observable SSP when available, which represents the price charged for the promised product or service when sold separately. When the SSP for our products or services are not directly observable, we determine the SSP using relevant information available and apply suitable estimation methods including, but not limited to, the cost-plus margin approach. We then allocate the transaction price to each performance obligation based on the relative SSP and recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied.

Most of our contracts have a single performance obligation. As such, we recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to be entitled in exchange for those goods or services. Revenue is recognized net of volume discounts (variable consideration). For our contracts that have an original duration of one year or less, since contract inception and customer payment occur within the same period we do not consider the time value of money. Further, because of the short duration of these contracts, we have not disclosed the transaction price for the remaining performance obligations as of each reporting period or when we expect to recognize this revenue. We have further applied the practical expedient to exclude sales tax in the transaction price and expense contract acquisition costs such as commissions and shipping and handling expenses as incurred.

Revenue recognition for contracts that are within the scope of ASC 606 and ASC 842

We enter into contracts with customers where we receive consideration for the ~~RPK~~RPKs and do not receive additional consideration for the RPD. As a result, judgment and analysis are required to determine the appropriate accounting, including: (i) whether the arrangement contains an embedded lease, and if so, whether such embedded lease is a sales-type lease or an operating lease, (ii) the amount of the total consideration, as well as variable consideration, (iii) the identification of the distinct performance obligations contained within the arrangement, (iv) how the arrangement consideration should be allocated to each performance obligation when multiple performance obligations exist, including the determination of standalone selling price, and (v) when to recognize revenue on the performance obligations.

For these contracts we consider the guidance under ASC 842 to determine if furnishing the RPD to the customer during the period of use establishes an embedded lease. To determine if the contract contains a lease, we evaluate the customer’s rights and ability to control the use of the underlying equipment throughout the contract term, including any equipment substitution rights retained by us. As the contract conveys the right to control the use of an identified asset for a period of time, the contract was determined to contain a lease. We then evaluated the lease classification based on the below:

3738

•

retained by us. As the contract conveys the right to control the use of an identified asset for a period of time, the contract was determined to contain a lease. We then evaluated the lease classification based on the below:

Pursuant to ASC 842-30, we will classify a lease as a sales-type lease if: (i) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (ii) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining economic life of the underlying asset, (iv) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all (90% or more) of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

•

Pursuant to ASC 842-30, when none of the sales-type lease classification criteria are met, a lessor would classify the lease as a direct financing lease when both of the following criteria are met: (i) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments and/or any other third party unrelated to the lessor equals or exceeds substantially all (90% or more) of the fair value of the underlying asset and (ii) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee.

•

Pursuant to ASC 842-30, a lessor would classify a lease as an operating lease when none of the sales-type or direct financing lease classification criteria are met. Further, per ASC 842, a lessor is required to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease at lease commencement if the lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria of ASC 842 and the lessor would have otherwise recognized a loss at the lease commencement date.

In determining whether the lease components are related to a sales-type lease or an operating lease, we evaluate if the lease transfers ownership at the end of the lease term, the existence of purchase options, the lease term in relation to the economic life of the asset, if the lease payments exceed the fair value of the asset, and if the asset is of a specialized nature. We also evaluate if the lease results in a loss at the lease commencement date. As the lease term is for the major part of the economic life, the lease meets the classification criteria for sales-type lease. However, to determine if the contract results in a loss at the lease commencement date we evaluated the consideration in the contract. The consideration at lease commencement does not contain fixed payments, purchase options, penalty payments or residual value guarantees. The variable consideration is related to the sale of the ~~RPK~~RPKs. As the variable lease payments are not dependent on an index or rate, the variable consideration is excluded from consideration at contract inception resulting in a loss at lease commencement. As such, we classify the lease as an operating lease.

The contracts contain a lease component, the RPD, and a non-lease component, the ~~RPK~~RPKs. The lease component will be accounted for under ASC 842 and the non-lease component will be accounted for under ASC 606, as described above. In accordance with ASC 842, the consideration in the contract will be allocated to each separate lease component and non-lease component of the contract. The consideration is allocated to these lease and non-lease components based on the SSP (as described above for contracts within the scope of ASC 606). In accordance with ASC 842, variable lease payments will be recognized once the sale of the ~~RPK~~RPKs occurs and control has transferred to the customer. Consideration will be allocated to the RPD and ~~RPK~~RPKs based on the SSP. Consideration related to the RPD will be recognized as Lease revenue and consideration related to the ~~RPK~~RPKs will be recognized as Sales revenues in accordance with guidance in ASC 606, as described above, upon transfer of control of the ~~RPK~~RPKs, which generally occurs at the time the product is shipped or delivered depending on the customer's shipping terms.

Assets in our lease program are reported in Plant and equipment, net on our Consolidated Balance Sheets and are depreciated over the useful life of the RPD device's 200 uses, as indicated in the Instructions for Use that were approved by the FDA and expensed as Costs of goods sold in the Consolidated Statements of Operations. The RPD depreciation has a direct relationship to the number of ~~RPK~~RPKs ~~units~~ sold. Based on customer usage, each purchase of anRPKs ~~RPK unit~~ results in a 1/200 depreciation to the RPD.

See Note 5 to our Consolidated Financial Statements included in this Annual Report for additional detail on revenue recognition.

Share-Based Compensation

We measure and recognize compensation expense on a graded-vesting method, for stock options and restricted stock units (“RSUs”), to employees, directors and consultants over the vesting period based on their grant date fair values. Compensation expense for performance-based awards is measured based on the number of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. We estimate the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the closing stock price as determined per Nasdaq at the date of grant.

date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the closing stock price as determined per Nasdaq at the date of grant.

Determining the estimated fair value at the grant date requires judgment in determining the appropriate valuation model and assumptions, including, risk-free rate, volatility rate, annual dividend yield and the expected term.

The following assumptions were used in the valuation of stock options:

•

Expected volatility – determined using the historical volatility using daily intervals over the expected term.

•

Expected dividends – None, based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future.

•

Expected term – the expected term of our stock options for tenure-only vesting has been determined utilizing the “simplified” method as described in the SEC’s Staff Accounting Bulletin No. 107 relating to stock-based compensation. The simplified method was chosen because we have limited historical option exercise experience due to its short operating history of awards granted, the first plan was established in 2016 and was primarily used for Executives awards. Further, we do not have sufficient history of exercises in the U.S. market given our re-domiciliation from Australia to the United States in 2020.

•

Risk-free interest rate – the risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for a period approximately equal to the expected term of the award.

See Note 14 to our Consolidated Financial Statements included in this Annual Report for additional detail on share-based compensation.

Warrants

Warrants, other than the Penny Warrants as defined and described in Note 4 to our Consolidated Financial Statements included in this Annual Report, are accounted for in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815”), as a liability based on the specific terms of the warrant agreement and recorded at fair value. The warrants are subject to re-measurement at each settlement date and at each balance sheet date and any change in fair value is recognized in earnings. The fair value of the warrant liability, which is reported within Warrant liability on the Consolidated Balance Sheets, is estimated by us based on the Black-Scholes option pricing model with the following inputs (Level 3):

•

Price of common stock

•

Estimated expected term

•

Estimated exercise price

•

Estimated expected volatility

•

Estimated risk free interest rate

•

Estimated expected dividend rate

~~Long-term~~Loan ~~debt~~Facility

We elected the fair value option (“FVO”) of accounting under ASC 825-10, Financial Instruments (“ASC 825”), to account for the debt. ASC 825 provides FVO election that allows companies an irrevocable election to use fair value at the date of issuance and subsequently remeasure every reporting period. The fair value of the ~~debt~~loan facility is reported in the Consolidated Balance Sheets. Changes in fair value are reported in earnings in Other income in the Consolidated Statements of Operations. Any changes in fair value caused by instrument-specific credit risk are presented separately in other comprehensive income. We have elected to present interest expense separately from changes in fair value and therefore will present interest expense associated with the ~~debt~~loan facility. All costs associated with the issuance of the Previous Credit Agreement accounted for using the fair value option were expensed upon issuance. Refer to Note 6 for further details.

The fair value of the ~~debt~~loan facility was determined using a Monte Carlo simulation in order to capture the probability of different potential cash flows outcomes associated with the contractual terms of the instrument. The below assumptions were used in the Monte Carlo simulation (Level 3):

•

Estimated risk free interest rate

•

Estimated revenue volatility

•

Estimated revenue discount rate

•

Estimated future revenue projection

•

Estimated expected dividend rate

3940

Income Taxes

Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if it is more-likely-than-not that a portion of the deferred tax asset will not be realized.

We review our uncertain tax positions regularly. An uncertain tax position represents our expected treatment of a tax position taken in a filed return or planned to be taken in a future tax return or claim that has not been reflected in measuring income tax expense for financial reporting purposes. We recognize the tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination on the basis of the technical merits or the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired.

See Note 15 to our Consolidated Financial Statements included in this Annual Report for additional detail on income taxes.

Recent accounting pronouncements

See discussion of recent accounting pronouncements in Note 2 ofto the Consolidated Financial Statements located in Item 8 in this Annual Report.

4041

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and supplementary data are attached hereto beginning on Page F-1 and are incorporated by reference herein.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our management, with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, ~~2024~~2025. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, ~~2024~~2025.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company, as this term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our management, with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025, based on the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

This report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting, in accordance with applicable SEC rules that permit us to provide only management’s report in this report.

Changes in Internal Control over Financial Reporting

During the three-months ended December 31, ~~2024~~2025, there were no material changes made in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).

Inherent Limitations on Disclosure Controls and Procedures

Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of these inherent limitations, our disclosure controls and procedures may not prevent or detect all instances of fraud, misstatements, or other control issues. In addition, projections of any evaluation of the effectiveness of disclosure controls or other internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Item 9B. OTHER INFORMATION

None

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

4142

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors

Name	Age	Position with the Company and Principal Occupation	Director Since	Board Term Expires
Lou Panaccio	67	Chairman of the Board of Directors	July 2014	June 2025
Cary Vance	60	Executive Chairman of the Board of Directors and Interim Chief Executive Officer	June 2023	June 2026
Jeremy Curnock Cook	75	Non-Executive Director	October 2012	June 2025
Jan Stern Reed	66	Lead Independent Director	July 2021	June 2026
Professor Suzanne Crowe	74	Non-Executive Director	January 2016	June 2025
Jeremy Curnock Cook	76	Non-Executive Director	October 2012	June 2026
Jan Stern Reed	65	Non-Executive Director	July 2021	June 2025
Professor Suzanne Crowe	75	Non-Executive Director	January 2016	June 2026
Robert McNamara	6869	Non-Executive Director	June 2023	June ~~2025~~2026
Cary Vance	59	Non-Executive Director	June 2023	June 2025
Dr. Michael Tarnoff	57	Non-Executive Director	August 2025	June 2026
James Corbett	66	Executive Director and Chief Executive Officer	July 2021	June 2025
Joe Woody	60	Non-Executive Director	January 2026	June 2026

~~Lou~~Cary ~~Panaccio~~Vance was appointed Interim CEO of the Company in October 2025 and has served as Chairman of the Board ofsince ~~Directors~~August 2025 and Director since ~~July~~April ~~2014~~2023. Mr. ~~Panaccio~~Vance ishas aover ~~successful~~25 ~~healthcare~~years ~~businessman~~of ~~with~~ extensive leadership experience ~~leading~~in ~~companies~~the ~~from~~healthcare ~~concept~~industry towith ~~commercialization.~~commercial Mrand operational expertise. ~~Panaccio~~He ~~possesses~~served ~~more~~as ~~than~~the 35President ~~years~~and Chief Executive Officer of ~~executive~~PhotoniCare, ~~leadership~~Inc., ~~experience~~from inMay ~~healthcare~~2023 ~~services~~until January 2025. Prior to this appointment, he was President and ~~life~~CEO ~~sciences~~of Titan Medical, ~~including~~and ~~more~~he ~~than~~served 25as ~~years~~an independent director for its Board of ~~board-level~~Directors ~~experience~~through November 2024. Previously, Mr. ~~Panaccio~~Vance isserved ~~currently~~as aPresident ~~Director~~and CEO of ~~ASX50~~XCath, a privately held neurovascular robotics company, ~~and~~having ~~one~~also ofserved ~~the~~in ~~world’s~~similar ~~largest~~roles ~~medical~~at ~~diagnostics~~OptiScan ~~companies~~Biomedical, ~~Sonic~~Myoscience, ~~Healthcare~~and ~~Limited,~~Hansen ~~where~~Medical. heHe ~~has~~supported ~~served~~these ~~since~~companies ~~2005.~~as Inthey ~~addition~~commercialized and transformed markets with their disruptive, Mrenabling, and game-changing novel technologies. ~~Panaccio~~Prior isto ~~Director~~his ofrole ~~Unison~~at ~~Housing~~Hansen ~~Limited~~Medical, ~~was~~he aserved ~~Chairman~~in ofvarious ~~Genera~~global ~~Biosystems~~executive ~~Limited~~leadership ~~until~~roles ~~June~~at ~~2019~~Teleflex, isCovidien, aand ~~Chairman~~GE ofHealthCare. ~~Adherium~~Mr. ~~Limited~~Vance ~~and~~is aLean/Six ~~Director~~Sigma ofBlack ~~Rhythm~~Belt ~~Biosciences~~Certified, ~~Limited~~NACD Certified, and holds both a Bachelor of ~~which~~Arts ~~are~~degree ~~publicly~~in ~~listed~~Economics ~~(ASX)~~and ~~development-stage~~an ~~medical~~MBA ~~diagnostics/devices~~from ~~companies~~Marquette University. We believe Mr. ~~Panaccio~~Vance is qualified to continue to serve on our Board ofas ~~Directors~~an executive director based on his ~~extensive~~leadership experience, intogether ~~the~~with ~~healthcare~~his ~~services~~extensive ~~and~~commercial ~~life sciences sectors~~ and ~~his~~operational ~~experience~~expertise in ~~serving~~the onhealthcare ~~boards~~industry.

~~Jeremy~~Jan ~~Curnock~~Stern ~~Cook~~Reed ~~has~~was ~~served~~appointed asLead aIndependent Director ~~since~~in October ~~2012.~~2025 Heand ishas aserved ~~veteran~~as ina ~~the~~Director ~~life~~since ~~sciences/healthcare~~July ~~industry~~2021. ~~and~~She has ~~been~~more ~~actively~~than ~~supporting~~35 ~~the~~years ~~commercialization~~ of ~~healthcare~~legal, ~~innovations~~business management, and ~~helping~~executive ~~entrepreneurs~~leadership ~~build~~experience ~~their~~primarily ~~international~~in ~~businesses over~~ the ~~past~~healthcare 45industry, ~~years. Founder~~ and ~~Managing Director of BioScience Managers, Mr. Curnock Cook~~ brings ~~his~~significant ~~decades~~expertise ofin ~~international~~corporate ~~experience~~governance, tocompliance, ~~our~~and ~~Board~~risk ~~of Directors~~management. ~~Over his career, Mr~~Ms. ~~Curnock~~Reed ~~Cook~~currently ~~has~~serves ~~successfully~~as ~~managed~~a inboard ~~excess~~member of USStepan ~~$1 billion in equity investments~~Co. He(NYSE: ~~launched~~SCL), ~~the~~a ~~first~~major ~~dedicated~~manufacturer ~~biotechnology~~of ~~fund~~specialty ~~for~~and ~~the~~intermediate ~~Australian~~chemicals ~~market~~used ~~and~~in is a ~~former~~broad ~~head~~range of ~~the~~industries, ~~life~~and ~~science~~AngioDynamics, ~~private~~Inc. ~~equity~~(NASDAQ: ~~team at Rothschild Asset Management~~ANGO), an ~~early~~industry-leading ~~pioneer~~ and ~~significant~~transformative ~~investor~~medical intechnology ~~the~~company ~~sector.~~focused Inon ~~his~~improving ~~early~~patient ~~career~~outcomes. hePreviously, ~~founded~~Ms. ~~the~~Reed ~~International~~served ~~Biochemicals~~as ~~Group~~Senior ~~which~~Vice hePresident, ~~successfully~~General ~~sold~~Counsel toand ~~Royal~~Corporate ~~Dutch~~Secretary ~~Shell.~~at ~~Mr.~~Walgreens ~~Curnock~~Boots ~~Cook~~Alliance, ~~founded~~Inc., a ~~European-focused~~global ~~seed~~health ~~fund with Johnson & Johnson~~ and ~~built~~wellbeing ~~the~~company. ~~International~~Prior ~~Biotechnology~~to ~~Trust.~~Walgreens, MrMs. ~~Curnock~~Reed ~~Cook~~was ~~has~~Executive ~~served~~Vice ~~on more than 40 boards of directors in the life science sector in the UK~~President, ~~Europe,~~Human ~~USA~~Resources, ~~Canada,~~General ~~Japan~~Counsel and ~~Australia.~~Corporate InSecretary ~~addition~~of toSolo ~~serving~~Cup ~~on our Board of Directors~~Company, ~~Mr.~~where ~~Curnock~~she ~~Cook~~was ~~currently~~responsible ~~serves~~for on the ~~following~~legal, ~~boards:~~human ~~International~~resources, ~~BioScience~~internal ~~Managers Ltd appointed March 2000~~audit, ~~Bioscience~~corporate ~~Managers Pty Ltd appointed January 2003~~communications, ~~REX~~and ~~Bionics~~compliance ~~Pty~~functions. ~~Ltd~~Prior ~~appointed~~to ~~February~~Solo ~~2012~~Cup Company, ~~Sheldon~~she ~~LTD~~was ~~(formerly~~Associate ~~Sea~~General ~~Dragon) appointed October 2012~~Counsel, ~~Adherium~~Corporate ~~Ltd~~Secretary ~~appointed~~and ~~April~~Chief ~~2015,~~Corporate ~~Bioscience~~Governance ~~Managers~~Officer UKat ~~Ltd~~Baxter ~~appointed August 2017~~International, ~~Marine~~Inc. ~~Department~~Ms. ~~Ltd,~~Reed ~~appointed~~holds ~~January~~a ~~2019,~~Bachelor ~~JLCC~~of ~~Ltd~~Arts ~~appointed~~degree ~~December~~from ~~2019,~~the ~~Tidal~~University ~~Sense~~of ~~LTD~~Michigan ~~(formally~~and ~~CRiL)~~a ~~appointed~~Juris ~~November~~Doctor ~~2020~~from ~~and~~the ~~Humanetix~~Northwestern ~~Ltd~~University ~~appointed~~Pritzker ~~September~~School ~~2021~~of Law. We believe MrMs. ~~Curnock~~Reed ~~Cook~~ is qualified to serve on our Board ~~of Directors~~ based on ~~his~~her extensive experience in ~~the~~legal, ~~life~~corporate ~~sciences~~governance, ~~sector~~compliance, human resources, audit and enterprise risk management, and general business management and executive leadership.

~~Professor~~Jeremy ~~Suzanne~~Curnock ~~Crowe~~Cook AO has served as a Director since ~~January~~October ~~2016~~2012. ~~Australian-based,~~He ~~she~~ is a ~~physician-scientist~~veteran in the healthcare services and ~~ASX/Nasdaq-listed~~life ~~company~~sciences ~~director~~industries, ~~with~~and ~~expertise~~has inbeen actively supporting ~~companies~~the ~~with~~commercialization ~~their~~of ~~medical~~healthcare innovations and ~~scientific~~helping ~~strategies.~~entrepreneurs Abuild ~~Fellow~~their ofinternational businesses over the ~~Australian~~past ~~Institute~~45 ofyears. ~~Company~~Mr. ~~Directors,~~Curnock Cook is currently Founder and ~~Emeritus~~Managing ~~Professor,~~Director ~~Monash~~of ~~University~~BioScience ~~Melbourne~~Managers, ~~she~~a ishealthcare ~~currently~~investment afirm ~~Director~~with ofover ~~Sonic~~$AUS ~~Healthcare~~190M ~~Ltd~~under management. Over his career, aMr. ~~large~~Curnock ~~global~~Cook ~~medical~~has ~~diagnostics~~successfully ~~company.~~managed ~~Past~~in ~~board~~excess ~~positions~~of ~~include~~US St$1 billion in equity investments. ~~Vincent’s~~Mr. ~~Health~~Curnock ~~Australia~~Cook ~~Ltd~~brings ~~(2012-2021),~~his decades of international experience to our Board. He launched the ~~country’s~~first ~~largest~~dedicated ~~not-~~biotechnology fund for~~-profit~~ ~~health~~the Australian market and ~~aged~~is ~~care~~a ~~provider.~~former ~~After~~head 35of ~~years~~the life science private equity team at ~~both~~Rothschild Asset Management, ~~she~~an ~~has~~early ~~recently~~pioneer ~~retired~~and ~~from~~significant investor in the ~~Burnet~~sector. ~~Institute~~In his early career, ~~having~~he founded the International Biochemicals Group which he successfully sold to Royal Dutch Shell. Mr. Curnock Cook founded a European-focused seed fund with Johnson & Johnson and built the International Biotechnology Trust. Mr. Curnock Cook has served ason ~~Associate~~more ~~Director~~than ~~Clinical~~40 ~~Research~~boards of directors in the life science sector in the UK, Europe, USA, Canada, Japan, and ~~The~~Australia. ~~Alfred~~In ~~Hospital~~addition ~~Melbourne~~to serving on our Board, ~~where~~Mr. ~~she~~Curnock ~~held~~Cook currently serves on the ~~appointment~~following ofboards: ~~Senior~~International ~~Specialist~~BioScience ~~Physician~~Managers inLtd ~~Infectious~~(appointed ~~Diseases.~~March ~~She~~2000), ~~was~~Bioscience Managers Pty Ltd (appointed asJanuary ~~Officer~~2003), ofREX ~~the~~Bionics ~~Order~~Pty ofLtd ~~Australia~~(appointed inFebruary ~~June~~2012), ~~2020~~Sheldon inLTD ~~recognition~~(formerly ofSea ~~her~~Dragon) ~~distinguished~~(appointed ~~services~~October to2012), ~~health~~Adherium Ltd appointed (April 2015), ~~clinical~~BioScience ~~governance~~Managers UK Ltd (appointed August 2017), ~~biomedical~~Marine ~~research~~Department Ltd (appointed January 2019), JLCC Ltd (appointed December 2019), Tidal Sense LTD (formally CRiL) (appointed November 2020), and ~~education~~Humanetix Ltd (appointed September 2021). We believe ~~Professor~~Mr. ~~Crowe~~Curnock Cook is qualified to serve on our Board ~~of Directors~~ based on ~~her~~his ~~technical~~extensive global experience ~~and~~in ~~extensive~~the ~~expertise~~life insciences ~~supporting~~sector, ~~companies~~specifically with ~~their~~companies ~~medical~~focused ~~and~~on ~~scientific strategies~~innovation.

Jan Stern Reed has served as a Director since July 2021. She has more than 35 years of legal, management and business leadership experience primarily within the healthcare industry, and brings significant expertise in corporate governance, compliance, and risk management. Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary at Walgreens Boots Alliance, Inc., a global health and wellbeing company. Prior to Walgreens, Ms. Reed was Executive Vice President, Human Resources, General Counsel and Corporate Secretary of Solo Cup Company, where she was responsible for the legal, human resources, internal audit, corporate communications, and compliance functions. Prior to Solo Cup Company, she was Associate General Counsel, Corporate Secretary and Chief Corporate Governance Officer at Baxter International, Inc. Ms. Reed holds a Bachelor of Arts degree from the University of Michigan and a Juris Doctor from the Northwestern University Pritzker School of Law. Ms. Reed currently serves as a board member of Stepan Co. (NYSE: SCL), a major manufacturer of specialty and intermediate chemicals used in a broad range of industries, and AngioDynamics, Inc. (NASDAQ: ANGO), an industry-leading and transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer treatment options, and improving quality of life for patients. We believe Ms. Reed is qualified to serve on our Board of Directors based on her extensive experience in legal, human resources, corporate governance, general management and business leadership, primarily within the healthcare industry.

Robert McNamara has served as a Director since April 2023. He is an accomplished senior executive with over 25 years of leadership experience in public and privately held companies in the medical device and technology industries. His extensive experience in operations and financial management spans across early stage, high growth, and mature companies. He is a former member of the Board of Directors and Chair of Audit Committee for Axonics, Inc. Additionally, Mr. McNamara is a member of the Board of Directors, Chair of the Compensation Committee, and member of the Audit Committee for Xtant Medical Holdings. Prior to these appointments, Mr. McNamara served as Executive Vice President, Chief Financial Officer of LDR Holding/Spine. Prior to this role, he served as the Chief Financial Officer of three publicly traded medical device companies including Accuray, Somnus Medical Technologies, and Target Therapeutics. Mr. McNamara holds a Bachelor of Science in Accounting from the University of San Francisco and an MBA from The Wharton School, University of Pennsylvania. We believe Mr. McNamara is qualified to serve on our Board of Directors because of his experience with financial management and other requirements of U.S. public and private companies, and considerable expertise in the medical device and technology industries.

Cary Vance has served as a Director since April 2023. Mr. Vance has over 25 years of extensive leadership experience with commercial and operational expertise in the healthcare industry. He is currently the President and Chief Executive Officer of PhotoniCare, Inc., a position he has held since May 2023. Prior to this appointment, he was President and CEO of Titan Medical, and he served as an independent director for its Board of Directors through November 2024. Previously, Mr. Vance served as President and CEO of XCath, a privately held neurovascular robotics company, having also served in similar roles at OptiScan Biomedical, Myoscience, and Hansen Medical. He strategically transformed and commercialized these businesses and markets with disruptive, enabling, and game-changing novel technologies. Mr. Vance has also executed on equity and debt financing strategies as an integral step to successful value creation and M&A events. Prior to his role at Hansen Medical, he served in various global executive leadership roles at Teleflex, Covidien, and GE HealthCare. Mr. Vance is Lean/Six Sigma Black Belt Certified, NACD Certified, and holds both a Bachelor of Arts degree in Economics and an MBA from Marquette University. We believe Mr. Vance is qualified to serve on our Board of Directors based on his leadership experience and extensive expertise in commercial and operations in the healthcare industry.

James Corbett was appointed as President and CEO of the Company effective as of September 28, 2022. Mr. Corbett served as a Non-Executive Director from July 2021 to September 28, 2022. He has approximately 40 years of leadership experience in the medical device field, most recently, as CEO of CathWorks Ltd., a software-based medical technology company. Mr. Corbett has extensive global commercial and operating experience, serving as an expatriate General Manager of Baxter Japan and later as General Manager and President of Scimed Life Systems Inc. and Boston Scientific International, respectively. During his career he has served as CEO of three publicly listed companies; Microtherapeutics Inc (MTIX), ev3 Inc (evvv), Alphatec Spine (ATEC). Mr. Corbett has also led two privately funded companies as CEO: Home Diagnostics Inc. and Vertos Medical. Mr. Corbett has extensive capital market and governance experience from both public and private environments. Mr. Corbett holds a Bachelor of Science in Business Administration from the University of Kansas. Mr. Corbett is a board member of two privately held medical device companies. We believe Mr. Corbett is qualified to serve on our Board of Directors based on his global commercial and operating expertise in supporting companies with their medical and scientific strategies.

Identification of Named Executive Officers

Name	Age	Position	Date First Elected or Appointed
James Corbett	66	Chief Executive Officer	September 2022
David O'Toole	66	Chief Financial Officer	June 2023
Nicole Kelsey	58	Chief Legal and Compliance Officer and Corporate Secretary	July 2024

~~James~~Professor ~~Corbett~~Suzanne Crowe AO has served as a Director since January 2016. Australian-based, she is ~~discussed~~a ~~above~~physician-scientist, ~~under~~and ~~“Identification~~as a director, has expertise in supporting companies with their medical and scientific strategies. Professor Crowe is an Emeritus Professor at Monash University Melbourne, and she recently retired after 35 years of service as both Associate Director Clinical Research at the Burnet Institute and Senior Specialist Physician in Infectious Diseases at The Alfred Hospital Melbourne. A Fellow of the Australian Institute of Company Directors”, she is currently a Director of Sonic Healthcare Ltd, a large global medical diagnostics company. In addition, Professor Crowe served on the board of St. Vincent’s Health Australia Ltd., the country’s largest not-for-profit health and aged care provider, from 2012 to2021. In June 2020, she was appointed as Officer of the Order of Australia in recognition of her distinguished services to health, clinical governance, biomedical research, and education. We believe Professor Crowe is qualified to serve on our Board based on her medical and research expertise, as well as experience in supporting companies with their medical and scientific strategies.

~~David~~Robert ~~O'Toole~~McNamara anhas ~~accomplished~~served ~~financial~~as ~~executive~~a ~~with~~Director ~~extensive~~since April 2023. He has over 25 years of leadership experience in ~~both~~ public ~~company~~and ~~operations~~privately ~~and~~held ~~capital~~companies ~~markets,~~in ~~Mr.~~the ~~O’Toole~~medical ~~joined~~device ~~AVITA~~and ~~Medical~~technology industries. His extensive experience in ~~2023~~operations asand ~~its~~financial ~~Chief~~management ~~Financial~~spans ~~Officer~~across early-stage, high-growth, and mature companies. Mr. ~~O’Toole~~McNamara ~~most~~previously ~~recently~~ served as ~~CFO~~a ofboard ~~Opiant Pharmaceuticals~~member, aChair ~~biopharmaceutical~~of ~~company~~the ~~developing~~Compensation ~~treatments~~Committee, ~~for~~and ~~addiction~~member and ~~drug~~chair ~~overdose,~~of ~~which~~the ~~was~~Audit ~~acquired~~Committee byfor ~~Indivior~~Xtant inMedical ~~March~~Holdings of(NYSE: ~~2023~~XTNT). ~~Prior~~He tois ~~that,~~a heformer ~~served~~member asof ~~CFO~~the Board of ~~Soleno~~Directors ~~Therapeutics~~and Chair of the Audit Committee for Axonics, aInc. ~~company~~Prior ~~focused~~to onthese ~~the~~appointments, ~~development~~Mr. ~~and~~McNamara ~~commercialization~~served ofas ~~novel~~Executive ~~therapeutics~~Vice ~~for~~President, ~~the~~Chief ~~treatment~~Financial Officer of ~~rare~~LDR ~~diseases~~Holding/Spine. Prior to ~~Soleno~~this role, ~~Mr.~~he ~~O’Toole~~served ~~held~~as the ~~role~~Chief ofFinancial ~~CFO~~Officer ~~for~~of three publicly traded ~~life~~medical ~~sciences~~device companies ~~where~~including heAccuray, ~~built~~Somnus Medical Technologies, and ~~led~~Target ~~high-performance~~Therapeutics. ~~teams~~Mr. ~~Prior~~McNamara toholds ~~his~~a ~~CFO~~Bachelor ~~experience,~~of heScience ~~spent~~in ~~over~~Accounting 24from ~~years~~the inUniversity ~~public~~of ~~accounting,~~San ~~including~~Francisco 16and ~~years~~an ~~with~~MBA ~~Deloitte~~from &The ~~Touche~~Wharton School, University of Pennsylvania. HeWe ~~holds~~believe aMr. ~~Bachelor~~McNamara is qualified to serve on our Board because of ~~Science~~his infinancial ~~accounting~~expertise, ~~from~~especially with high-growth companies, and his experience with the ~~University~~enterprise risk management and other requirements of ~~Arizona~~U.S. public and isprivate acompanies ~~Certified~~within ~~Public~~the ~~Accountant~~medical ~~(non-active)~~device and technology industries.

~~Nicole~~Dr. ~~Kelsey~~Michael ~~has~~Tarnoff ~~served~~was asappointed ~~Chief~~a ~~Legal~~Director ~~and~~in ~~Compliance~~October ~~Officer,~~2025. ~~and~~Dr. ~~Corporate~~Tarnoff ~~Secretary~~spent ~~since~~23 ~~July~~years ~~2024.~~of ~~Ms.~~his ~~Kelsey~~professional ~~has~~career ~~over~~at 25Tufts ~~years~~Medical ofCenter, serving in various executive ~~legal~~leadership ~~experience~~roles, ~~with~~most ~~expertise~~recently inas ~~M&A,~~the ~~securities,~~Chief Physician Executive and ~~corporate~~CEO, ~~governance.~~until Ms2024. ~~Kelsey~~While ~~previously~~serving in various leadership positions at Tufts, Dr. Tarnoff served as Chief ~~Legal~~Medical Officer and ~~Secretary~~Vice ~~for~~President, ~~Amyris~~Medical Affairs at Medtronic, Inc. from 2015 to 2019. Before working for Medtronic, afrom ~~leading~~2008 ~~biotech~~through ~~company~~2015, ~~and~~Dr. asTarnoff ~~General~~was ~~Counsel~~the ~~and~~Corporate ~~Secretary~~Chief ofMedical ~~Criteo,~~Officer aand ~~global~~Vice ~~leader~~President, inMedical ~~commerce~~Affairs, ~~marketing~~and ~~based~~before inthat ~~Paris~~position, ~~with~~the ~~global~~Chief ~~operations.~~Medical ~~Prior~~Officer toand ~~joining~~Vice ~~Criteo~~President, ~~Ms.~~Medical ~~Kelsey~~Affairs ~~was~~of the ~~senior~~Surgical ~~securities~~Devices ~~lawyer~~division, ~~for~~at ~~Medtronic,~~Covidien aplc. ~~global~~Additional ~~leader~~executive inleadership ~~medical~~experience ~~technology;~~includes ~~she~~roles ~~served~~serving as ~~head~~Medical ~~M&A~~Director ~~attorney~~at ~~for~~GI ~~CIT Group~~Dynamics, Inc.; ~~was~~from ~~the~~2006 ~~general~~to ~~counsel~~2008, ~~and~~as ~~chief~~well ~~compliance~~as ~~officer~~Chief ofMedical aConsultant ~~private~~to ~~merchant~~the ~~bank;~~Kendall ~~and~~surgery ~~was~~unit ~~the~~of ~~senior~~Tyco ~~corporate~~Healthcare ~~attorney~~from ~~for~~2005 ~~the~~to ~~international~~2008. ~~conglomerate~~After ~~Vivendi.~~earning ~~Before~~a ~~going~~Bachelor of Arts degree from Washington University in~~-house~~ St. Louis, MsDr. ~~Kelsey~~Tarnoff ~~practiced~~received ~~with~~his ~~the~~medical ~~law~~degree ~~firms~~from ofthe ~~White~~University &of ~~Case~~Medicine and ~~Willkie,~~Dentistry ~~Farr~~of &New ~~Gallagher,~~Jersey. inHe ~~Paris~~then ~~and~~completed ~~New~~a ~~York.~~general Asurgery ~~Fulbright~~residency ~~scholar~~at Rutgers Medical School, ~~Ms.~~followed ~~Kelsey~~by ~~holds~~an aadvanced ~~Juris~~fellowship ~~Doctor~~in ~~degree~~laparoscopic ~~from~~surgery ~~Northwestern~~at ~~Pritzker~~the ~~School~~Cleveland ofClinic. ~~Law~~We ~~and~~believe aDr. ~~Bachelor~~Tarnoff ofis ~~Arts~~qualified ~~degree~~to inserve ~~Political~~on ~~Science~~our ~~and~~Board ~~International~~of ~~Studies~~Directors ~~from~~based ~~The~~on ~~Ohio~~his ~~State~~extensive ~~University,~~medical experience and isexpertise ~~admitted~~in toclinical ~~practice~~innovation, ~~law~~combined inwith ~~New~~his ~~York~~executive ~~and~~leadership ~~Minnesota~~experience.

Joe Woody was appointed a Director in January 2026. Mr. Woody is a seasoned healthcare executive with more than two decades of leadership experience across the medical technology sector, most recently serving as CEO of Avanos Medical from 2017 to 2024, and previously, as President and CEO of Acelity Holdings. His background spans multiple senior executive roles, including with Covidien and Smith & Nephew. Mr. Woody also served on the Board of Directors of AdvaMed, Inc., the largest trade association in the U.S. for the medical device, diagnostics, and digital health technology sectors, for over a decade. We believe Mr. Woody is qualified to serve on our Board of Directors based on his extensive medical technology experience and commercial expertise.

Identification of Named Executive Officers


Name	Age	Position	Date First Elected or Appointed
Cary Vance	60	Interim Chief Executive Officer	October 2025
David O'Toole	67	Chief Financial Officer	June 2023
Nicole Kelsey	59	Chief Legal and Compliance Officer and Corporate Secretary; Interim SVP, HR	July 2024

Cary Vance is discussed above under “Identification of Directors”.

David O'Toole is an accomplished financial executive with extensive experience in both public company operations and capital markets, and has served as AVITA Medical’s Chief Financial Officer since June 2023. Prior to joining the Company, Mr. O’Toole served as CFO of Opiant Pharmaceuticals, a biopharmaceutical company developing treatments for addiction and drug overdose, which was acquired by Indivior in March of 2023. Prior to that, he served as CFO of Soleno Therapeutics, a company focused on the development and commercialization of novel therapeutics for the treatment of rare diseases. Prior to Soleno, Mr. O’Toole held the role of CFO for three publicly traded life sciences companies where he built and led high-performance teams. Prior to his CFO experience, he spent over 24 years in public accounting, including 16 years with Deloitte & Touche. He holds a Bachelor of Science in accounting from the University of Arizona and is a Certified Public Accountant (non-active).

Nicole Kelsey has served as Chief Legal and Compliance Officer, and Corporate Secretary since July 2024, and as Interim SVP, Human Resources since November 2025. Ms. Kelsey has over 25 years of executive legal experience with expertise in M&A, securities, and corporate governance. Ms. Kelsey previously served as Chief Legal Officer and Secretary for Amyris, Inc., a leading biotech company, and as General Counsel and Secretary of Criteo, a global leader in commerce marketing based in Paris with global operations. Prior to joining Criteo, Ms. Kelsey was the senior securities lawyer for Medtronic, a global leader in medical technology; she served as head M&A attorney for CIT Group, Inc.; was the general counsel and chief compliance officer of a private merchant bank; and was the senior corporate attorney for the international conglomerate Vivendi. Before going in-house, Ms. Kelsey practiced with the law firms of White & Case and Willkie, Farr & Gallagher, in Paris and New York. A Fulbright scholar, Ms. Kelsey holds a Juris Doctor degree from Northwestern Pritzker School of Law and a Bachelor of Arts degree in Political Science and International Studies from The Ohio State University, and is admitted to practice law in New York and Minnesota.

Term of Office

Our Directors are elected for a term of one year and until their respective successors are elected and qualified, or until their earlier resignation, disqualification, or removal. Our executive officers are appointed by our Board of Directors and hold office for such terms as may be prescribed by our Board of Directors and until their successors are appointed, or until their earlier resignation or removal.

Family Relationships

There are no family relationships between our Directors or executive officers.

Involvement in Certain Legal Proceedings

None of our Directors or executive officers has been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against any business or property of such person or any partnership or business in which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offences);

being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Gender Diversity

The 4th Edition of the ASX’s Corporate Governance Principles and Recommendations (the “Australian Governance Principles”) recommend we set measurable objectives for achieving gender diversity in the composition of our Board of Directors, senior executives and workforce generally. As of the date of this Form 10-K, the non-executive Directors of the Company are 33% female, our senior executive team members are 40% female, and our total employee base is 52.5% female.

InThe ~~light~~Company’s Code of Business Conduct & Ethics (the ~~Company’s~~”Code”), ~~gender~~together ~~diversity~~with asits ~~represented~~Equal byEmployment ~~the~~Opportunity ~~current~~Policy ~~composition~~(which forms part of ~~our~~its ~~Board~~Employee Handbook) and the Charter of ~~Directors,~~the ~~senior~~Board’s ~~executives,~~Nominating and ~~general~~Corporate ~~workforce~~Governance Committee, together ~~with~~set forth the Company’s ~~requirement~~policy to ~~follow~~provide ~~U.S.~~equal ~~laws~~employment ~~when~~opportunities ~~making~~to ~~employment~~all ~~decisions~~employees and applicants in all Company facilities without ~~regards~~regard to ~~gender~~race, ~~(or~~color, ~~any~~religious ~~other~~creed, ~~factors~~sex, ~~about~~national anorigin, ~~individual~~ancestry, ~~other~~citizenship ~~than~~status, ~~such~~pregnancy, ~~individual’s~~childbirth, ~~qualifications~~physical todisability, ~~perform~~mental ~~the~~and/or ~~relevant~~intellectual ~~job~~disability, ~~functions)~~age, ~~the~~military ~~Company’s~~status ~~employment~~or ~~objectives~~status doas ~~not~~a ~~currently~~special ~~reference~~disabled ~~gender~~veteran, ~~diversity.~~marital Westatus, ~~will~~registered ~~continue~~domestic topartner ~~track~~or ~~gender~~civil ~~diversity~~union ~~throughout~~status, ~~our~~gender, ~~organization~~medical ~~and~~condition, genetic information, or sexual orientation in ~~coordination~~accordance with applicable federal, state and local laws, including the ~~oversight~~Australian ofGovernance Principles. For more information about the ~~Board~~Code, please see the “Code of ~~Directors~~Conduct” section below. The Company’s ~~Nominating~~Employee Handbook applies to all terms and ~~Corporate~~conditions ~~Governance~~of ~~Committee~~employment including, ~~may~~but ~~set~~not ~~one~~limited orto, ~~more~~hiring, ~~measurable~~placement, ~~objectives~~promotion, ~~relating~~termination, tolayoff, ~~gender~~recall, ~~diversity~~transfer, atleaves aof ~~later~~absence, ~~date~~compensation and training. The Company’s Code and the Charter of the Board’s Nominating and Corporate Governance Committee are each available on the Company’s website.

Performance Evaluations

AtThe ~~least annually, the~~ Nominating and Corporate Governance Committee Chair guides the Board of Directors in aan annual self-evaluation process to assess the functioning of the Board of Directors, its committees’, and its individual directors.

Additionally, ~~the~~each ~~Nominating~~of ~~and~~Audit, ~~Corporate~~Human ~~Governance~~Capital ~~Committee,~~and Compensation ~~Committee~~, and ~~Audit~~Nominating ~~Committee~~and Corporate Governance Committees conduct annual self-evaluations regarding their composition, (including review of the Board member serving as Chair of each such committee) the frequency and length of their meetings, their responsibilities, and the effectiveness of their respective duties.

The Company'’s Human Capital and Compensation Committee undertakes a review of the performance of the Company'’s CEO and the executive management team annually during the first quarter of each calendar year. The Company'’s Human Capital and Compensation Committee completed these performance evaluations for the fiscal year ended December 31, ~~2024~~2025 on or around January 65, ~~2025~~2026.

Code of ~~Ethics~~Conduct

WeThe ~~have adopted a~~ Code ofwe ~~Business~~have ~~Conduct~~adopted ~~and Ethics (the “Code”), that~~ constitutes a “code of ethics” as that term is defined in paragraph (b) of Item 406 of Regulation S-K. ~~and~~The ~~that~~Code applies to our executive officers, non-executive Directors, management, employees, and ~~employees~~contractors of the Company. We regularly review the Code on an annual basis. If we make any amendments to the Code or grant any waivers, including any implicit waiver, from a provision of the Code, we will disclose the nature of such amendment or waiver on our website. A copy of the Code is available on our website at www.avitamedical.com. The information on our website is not incorporated by reference into this Annual Report.

If we make any amendments to the Code or grant any waivers, including any implicit waiver, from a provision of the Code, we will disclose the nature of such amendment or waiver on our website. The information on our website is not incorporated by reference into this Annual Report.

Section 16(a) Beneficial ownership Reporting Compliance

Section 16(a) of the ~~Securities~~ Exchange Act requires the Company’s Directors, ~~and~~ certain of its executive officers and other persons who beneficially own more than 10% of the Company’s common shares to file reports of, and changes in, ownership of the Company’s Common Stock (as well as its CDIs) with the SEC. Based solely on the Company’s review of copies of SEC filings it has received or filed, the Company believes that each of its Directors, executive officers, and beneficial owners of more than 10% of the shares satisfied the Section 16(a) filing requirements during the fiscal year-ended December 31, ~~2024~~2025.

Election of Directors

Our Board of Directors consists of seven members, six of which are non-executive Directors. Directors are elected at our annual general meeting of stockholders and hold office for a term of one year and until their successors have been elected and qualified or until the earlier of their resignation or removal. ~~Our~~With ~~Directors~~the ~~were~~exception ~~most~~of ~~recently~~Messrs. ~~elected~~Tarnoff atand Woody, who joined our ~~2024~~Board after the 2025 annual ~~general~~shareholders’ meeting on June 54, ~~2024~~2025 (the “FY25 ASM”), ur Directors were elected at the FY25 ASM, to hold office for a term of one year or until his or her successor is duly elected and qualified. Any newly created directorship or any vacancy occurring on our Board of Directors may be filled only by a majority vote of the remaining members of our Board, ~~even if such majority is less than a quorum,~~ and each Director so elected shall hold office until the expiration of the term of office of the Director whom he or she has replaced or until his or her successor is elected and qualified. On October 16, 2025, upon the appointment of Mr. Vance as the Company’s Interim CEO and confirmation that Mr. Vance continue to serve as the Board’s Chair, the Board appointed Ms. Reed as its lead independent Director. Under ASX Listing Rule 14.4, any Directors of the Company (except a managing Director) must not hold office without re-election past the third annual ~~general~~shareholders’ meeting following the Director’s appointment or three years, whichever is longer.

Stockholder Nominees for Director

There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors.

Committees of the Board of Directors

Our Board of Directors has established anthe ~~audit~~Audit ~~committee~~Committee, athe ~~compensation~~Human ~~committee~~Capital and Compensation Committee, and athe ~~nominating~~Nominating and ~~corporate~~Corporate ~~governance~~Governance ~~committee~~Committee, each of which operates pursuant to a written charter adopted and reviewed annually by our Board of Directors. The information on our website is not incorporated by reference into this Annual Report. Our Board of Directors may also establish other committees from time to time to assist the Board of Directors in fulfilling its risk oversight duties. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations, and the ASX Listing Rules and also align with the ~~ASX~~Australian ~~Corporate~~ Governance ~~Council’s 4th Edition Corporate Governance~~ Principles ~~and Recommendations~~. Each committee has a charter, which is available on our website at www.avitamedical.com. As of the date of this report, the composition of our audit, compensation, and nominating and corporate governance committees were as follows:

Director	Independent	Compensation Committee		Audit Committee		Nominating and Corporate Governance Committee
Lou Panaccio	X	Member		Member		Member	(1)
Jeremy Curnock Cook	X	Member		Member	(1)	Member
Professor Suzanne Crowe	X	Member		Member	(1)	Member
Jan Stern Reed	X	Member		Member		Chair
Robert McNamara	X	Member	(1)	Chair		Member
Cary Vance	X	Chair		Member		Member	(1)

Following the retirement of Lou Panaccio, the Board appointed Joe Woody to the Board and each of the Board’s committees, effective January 1, 2026, to serve until the Company’s 2026 annual shareholders’ meeting. As of the date of this report, the composition of Audit, Human Capital and Compensation, and Nominating and Corporate Governance Committees were as follows:

(1) Committee membership effective as of the fourth quarter Board meeting (November 5, 2024).


Director	Independent		Human Capital and Compensation Committee		Audit Committee		Nominating and Corporate Governance Committee
Jan Stern Reed	X	(1)	Member		Member		Chair	(2)
Professor Suzanne Crowe	X		Member		Member		Member
Jeremy Curnock Cook	X		Member		Member		Member
Robert McNamara	X		Member		Chair	(3)	Member
Dr. Michael Tarnoff	X		Chair	(4)	Member	(5)	Member	(5)
Joe Woody	X	(6)	Member		Member		Member

~~Audit~~(1) Appointed ~~Committee~~lead independent Director effective as of October 16, 2025

~~Nasdaq~~(2) Appointed ~~Marketplace~~chair ~~Rules~~effective ~~require~~as ~~us to establish an audit committee comprised~~ of ~~at least three members, each of whom is financially literate and satisfies~~ the ~~respective~~fourth ~~“independence”~~quarter ~~requirements~~2025 ofBoard ~~the~~meeting ~~SEC~~(November ~~and Nasdaq and one of whom has accounting or related financial management expertise at senior levels within a company. In addition~~5, the ASX Listing Rules and the 4th Edition of the ASX’s Corporate Governance Principles and Recommendations require us to have an Audit Committee comprised of at least three members, all of whom are non-executive Directors and a majority of whom are “independent” Directors, and which is chaired by an independent Director who is not the chair of the Board of Directors2025).

~~We have an Audit Committee in accordance with Section 3~~(a3)~~(58)(A)~~ Appointed ofchair ~~the~~effective ~~Exchange~~as ~~Act. Our Audit Committee assists our Board~~ of ~~Directors in overseeing~~ the ~~accounting~~first ~~and~~quarter ~~financial~~2023 ~~reporting~~Board ~~processes~~meeting of(May ~~our company and audits of our financial statements~~10, including the integrity of our financial statements, compliance with legal and regulatory requirements, our registered public accounting firm’s qualifications and independence, and such other duties as may be directed by our Board of Directors. The Audit Committee is also required to assess risk management in conjunction with the Board of Directors. 2023)

~~Our~~(4) Appointed ~~Audit~~chair ~~Committee~~effective currently consists of six Board members, each of whom satisfies the “independence” requirements of the SEC, Nasdaq Marketplace Rules, the ASX Listing Rules and the 4th Edition of the ASX’s Corporate Governance Principles and Recommendations. Our Audit Committee is currently composed of Robert McNamara, Jeremy Curnock Cook, Lou Panaccio, Jan Stern Reed, Cary Vance, and Professor Suzanne Crowe. Each qualifies as ~~an “independent director” within the meaning~~ of ~~Nasdaq Marketplace Rules and~~ the ~~4th~~fourth ~~Edition~~quarter of2025 the ASX’s Corporate Governance Principles and Recommendations. Mr. Robert McNamara is the current Audit Committee Chair and was appointed to that role as of May 2023, following his appointment to the Board ofmeeting ~~Directors.~~(November ~~Our Board of Directors has determined that Robert McNamara is an “audit committee financial expert”~~5, ~~as defined in item 407(d~~2025)~~(5)(ii) of Regulations S-K~~. ~~The Audit Committee meets at least four times per year. See below for summary of attendance.~~

46(5) Committee membership effective as of the fourth quarter 2025 Board meeting (November 5, 2025).

~~The~~(6) Appointed ~~Audit~~as ~~Committee~~member ~~held~~to ~~a total of four meetings during the annual period ended December 31, 2024. The meetings attended by~~ each ~~Director,~~Committee ~~and~~effective ~~the~~as ~~number~~ of ~~meetings~~January ~~that they were each eligible to attend~~1, ~~is as follows:~~2026.

Audit Committee Meeting Attendance
		Meetings attended/Meetings held
Robert McNamara (Chair)		4/4
Professor Suzanne Crowe	(1)	4/4
Jeremy Curnock Cook	(2)	4/4
Lou Panaccio		4/4
Jan Stern Reed		4/4
Cary Vance	(2)	4/4
James Corbett	(3)	4/4

Professor Suzanne Crowe was appointed by the Board of Directors to serve as member of the Audit Committee, with effect from November 5, 2024. Prior to her appointment, Ms. Crowe was in attendance at all Audit Committee meetings in 2024 as non-executive director.

Mr. Jeremy Curnock Cook was appointed by the Board of Directors to serve as member of the Audit Committee, with effect from November 5, 2024. Prior to his appointment, Mr. Curnock Cook was in attendance at all Audit Committee meetings in 2024 as non-executive director.

Mr. James Corbett was not a member of the Audit Committee but was in attendance at all Audit Committee meetings in 2024 as CEO.

Compensation Committee

Our Board of Directors has established a Compensation Committee, which is comprised of independent Directors, within the meaning of Nasdaq Marketplace Rules and also the 4th Edition of the ASX’s Corporate Governance Principles and Recommendations. The Compensation Committee must be comprised solely of non-executive directors in accordance with the ASX Listing Rules and must also be chaired by an independent Director in accordance with the 4th Edition of the ASX’s Corporate Governance Principles and Recommendations. The Compensation Committee is responsible for reviewing the salary, incentives, and other benefits of our directors, senior executive officers and employees, and to make recommendations on such matters for approval by our Board of Directors. The Compensation Committee is also responsible for overseeing and advising our Board of Directors with regard to the adoption of policies that govern our compensation programs. Professor Suzanne Crowe, Jeremy Curnock Cook, Robert McNamara, Lou Panaccio, Jan Stern Reed, and Cary Vance are the current members of the Compensation Committee, and each qualifies as an “independent Director” within the meaning of Nasdaq Marketplace Rules and the 4th Edition of the ASX’s Corporate Governance Principles and Recommendations. Cary Vance is the chair of this committee (being an independent Director who is not the chair of the Board).

The Compensation Committee held a total of five meetings during annual period ended December 31, 2024. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:

Compensation Committee Meeting Attendance
		Meetings attended/Meetings held
Cary Vance (Chair)		5/5
Jeremy Curnock Cook		5/5
Professor Suzanne Crowe		5/5
Robert McNamara	(1)	5/5
Lou Panaccio		5/5
Jan Stern Reed		5/5
James Corbett	(2)	5/5

Mr. Robert McNamara was appointed by the Board of Directors to serve as member of the Compensation Committee, with effect from November 5, 2024. Prior to his appointment, Mr. McNamara was in attendance at all Compensation Committee meetings in 2024 as non-executive director.

Mr. James Corbett was not a member of the Compensation Committee but was in attendance at all Compensation Committee meetings in 2024 as CEO.

Audit Committee

Nasdaq Marketplace Rules require us to establish an audit committee comprised of at least three members, each of whom is financially literate and satisfies the respective “independence” requirements of the SEC and Nasdaq, and one of whom has accounting or related financial management expertise. In addition, the ASX Listing Rules and the Australian Governance Principles require us to have an audit committee comprised of at least three members, all of whom are non-executive Directors and a majority of whom are “independent” Directors, and which is chaired by an independent Director who is not the chair of the Board of Directors.

We have an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee assists our Board of Directors in overseeing the accounting and financial reporting processes of our Company and the audits of our financial statements, including the integrity of our financial statements by the Company’s registered public accounting firm, compliance with applicable legal and regulatory requirements, our registered public accounting firm’s qualifications and independence, and such other duties as may be directed by our Board of Directors. The Audit Committee is also required to review the Company’s enterprise risk management on behalf of the Board of Directors.

Our Audit Committee currently consists of six Board members, each of whom satisfies the “independence” requirements of the SEC, Nasdaq Marketplace Rules, the ASX Listing Rules and the Australian Governance Principles. Our Audit Committee is currently composed of Robert McNamara, Jeremy Curnock Cook, Jan Stern Reed, Dr. Michael Tarnoff, Joe Woody, and Professor Suzanne Crowe. Each qualifies as an “independent director” within the meaning of Nasdaq Marketplace Rules and the Australian Governance Principles. Mr. Robert McNamara is the current Chair of the Audit Committee (being an independent Director who is not Chair of the Board) and was appointed to that role as of upon joining the Board on April 1, 2023, following his appointment to the Board of Directors. Our Board of Directors has determined that Robert McNamara is an “audit committee financial expert,” as defined in item 407(d)(5)(ii) of Regulation S-K. The Audit Committee meets at least four times per year. See below for summary of attendance.

The Audit Committee held a total of four meetings during the annual period ended December 31, 2025. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:


Audit Committee Meeting Attendance
		Meetings attended/Meetings held
Robert McNamara (Chair)		4/4
Professor Suzanne Crowe		4/4
Jeremy Curnock Cook		4/4
Lou Panaccio		4/4
Jan Stern Reed		4/4
Dr. Michael Tarnoff	(1)	2/4
Cary Vance	(2)	4/4

(1)

Dr. Michael Tarnoff was appointed by the Board of Directors to serve as member of the Audit Committee, effective as of the Board’s fourth quarter 2025 meeting on November 5, 2025.

(2)

Mr. Cary Vance was a member of the Audit Committee until his appointment as Interim CEO on October 16, 2025; following such appointment, Mr. Vance continued to attend, but recused himself of any voting by the Committee for the remainder of the Committee’s meetings in 2025.

Human Capital and Compensation Committee

Our Board of Directors has established a Human Capital and Compensation Committee, which is comprised of independent Directors, within the meaning of Nasdaq Marketplace Rules and also the Australian Governance Principles. The Human Capital and Compensation Committee must be comprised solely of non-executive Directors in accordance with the ASX Listing Rules and must also be chaired by an independent Director in accordance with the Australian Governance Principles. The Human Capital and Compensation Committee is responsible for reviewing the salary, incentives, and other benefits of our Directors, executive officers and employees, and making recommendations on such matters for approval by our Board of Directors. The Human Capital and Compensation Committee is also responsible for overseeing and advising our Board of Directors regarding the adoption of policies that govern our compensation programs. Professor Suzanne Crowe, Jeremy Curnock Cook, Robert McNamara, Jan Stern Reed, Dr. Michael Tarnoff, and Joe Woody are the current members of the Human Capital and Compensation Committee, and each qualifies as an “independent director” within the meaning of Nasdaq Marketplace Rules and the Australian Governance Principles. Dr. Michael Tarnoff was appointed to serve as the Chair of the Human Capital and Compensation Committee (being an independent Director who is not the chair of the Board) in the fourth quarter 2025 meeting (November 5, 2025).

The Human Capital and Compensation Committee held a total of five meetings during annual period ended December 31, 2025. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:


Human Capital and Compensation Committee Meeting Attendance
		Meetings attended/Meetings held
Dr. Michael Tarnoff (Chair)	(1)	2/5
Professor Suzanne Crowe		5/5
Jeremy Curnock Cook		5/5
Robert McNamara		5/5
Lou Panaccio		5/5
Jan Stern Reed		5/5
Cary Vance	(2)	5/5

(1)

Dr. Michael Tarnoff was appointed by the Board of Directors to serve as chair of the Human Capital and Compensation Committee, effective as of the Board’s fourth quarter 2025 meeting on November 5, 2025.

(2)

Mr. Cary Vance was chair of the Human Capital and Compensation Committee until his appointment as Interim CEO on October 16, 2025; following such appointment, Mr. Vance continued to attend, but recused himself of any voting by the Committee for the the remainder of the Committee’s meetings in 2025.

Nominating and Corporate Governance Committee

Our Board of Directors has established a Nominating and Corporate Governance Committee. Under the ~~4th~~Australian ~~Edition of the ASX’s Corporate~~ Governance Principles ~~and Recommendations~~, our Nominating and Corporate Governance Committee should have at least three members, a majority of whom are independent, and should also be chaired by an independent Director. Professor Suzanne Crowe, Jeremy Curnock Cook Robert McNamara, Jan Stern Reed, ~~and~~Dr. ~~Jeremy~~Michael ~~Curnock~~Tarnoff, ~~Cook~~and Joe Woody are the current members of the Nominating and Corporate Governance Committee and each qualifies as an “independent ~~Director~~director” within the meaning of Nasdaq Marketplace Rules and the ~~4th~~Australian ~~Edition of the ASX’s Corporate~~ Governance Principles. ~~and Recommendations~~Ms. Jan Stern Reed is the Chair of ~~this~~the ~~committee~~Nominating and Corporate Governance Committee (being an independent ~~Director~~director). The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to ~~become~~serve as members of our Board of Directors, recommending nominees for election at the stockholders meetings or to fill vacancies that arise on our Board of Directors, ~~and~~ recommending qualified and experienced directors to serve on the committees of our Board of Directors, reviewing the composition of the Board and its committees, and determining the independence of each Board member. In addition, the Nominating and Corporate Governance Committee is responsible for leading the Board of Directors to complete aannual self-~~evaluation~~evaluations of the ~~board~~Board, its committees, and the individual directors.

The Nominating and Corporate Governance Committee held a total of four meetings during the annual period ended December 31, ~~2024~~2025. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:

Nominating and Corporate Governance Committee Meeting Attendance
		Meetings attended/Meeting held
Jan Stern Reed (Chair)	(1)	4/4
Jeremy Curnock Cook		4/4
Professor Suzanne Crowe		4/4
Jeremy Curnock Cook		4/4
Robert McNamara		4/4
Lou Panaccio	~~(1)~~	4/4
Cary Vance	(2)	4/4
Dr. Michael Tarnoff	(2)	2/4
James Corbett	(3)	4/4
Cary Vance	(3)	4/4

(1)

MrMs. ~~Lou~~Jan ~~Panaccio~~ Stern Reed was appointed by the Board of Directors to serve as ~~member~~the Chair of the Nominating and Corporate Governance Committee, ~~with effect from November 5, 2024. Prior to his appointment, Mr. Panaccio was in attendance~~ at ~~all~~the ~~Nominating~~second ~~and~~quarter ~~Corporate~~2023 ~~Governance~~meeting ~~Committee~~of ~~meetings~~the inBoard ~~2024~~on asMay ~~non-executive~~9, ~~director~~2023.

(2)

MrDr. ~~Cary~~Michael ~~Vance~~Tarnoff was appointed by the Board of Directors to serve as a member of the Nominating and Corporate Governance Committee, ~~with~~effective ~~effect~~as ~~from~~of ~~November~~the 5,Board’s ~~2024.~~fourth ~~Prior~~quarter to2025 ~~his~~meeting ~~appointment,~~on ~~Mr.~~November ~~Vance~~5, ~~was in attendance at all Nominating and Corporate Governance Committee meetings in 2024 as non-executive director~~2025.

(3)

Mr. ~~James~~Cary ~~Corbett~~Vance was ~~not~~ a member of the Nominating and Corporate Governance Committee until his appointment as Interim CEO on October 16, 2025 but was in attendance at ~~all~~All ~~Nominating~~Committee ~~and~~meetings ~~Corporate~~in ~~Governance~~2025; following such appointment, Mr. Vance continued to attend, but recused himself of any voting by the Committee ~~meetings~~for inthe ~~2024~~the asremainder ~~CEO~~of the Committee’s meetings in 2025..

Board of Directors’ Meetings

The Board of Directors held a total of ~~seven~~ten meetings during the annual period ended December 31, ~~2024~~2025. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:

Board of Directors' Meeting Attendance
		Meetings attended/Meetings held
Lou Panaccio (Chair)		6/6
Cary Vance (Chair)	(1)	10/10
Jeremy Curnock Cook		6/6
Professor Suzanne Crowe		10/10
Professor Suzanne Crowe		6/6
Jeremy Curnock Cook		9/10
Robert McNamara		610/610
Jan Stern Reed		6/6
Lou Panaccio	(2)	9/10
Cary Vance		6/6
Jan Stern Reed	(3)	10/10
James Corbett		6/6
Dr. Michael Tarnoff	(4)	4/10

(1)

48Mr. Cary Vance was appointed Chairman of the Board in its third quarter 2025 meeting on August 6, 2025.

(2)

Mr. Lou Panaccio resigned as Chairman of the Board of Directors in its third quarter 2025 meeting on August 6, 2025, with December 31, 2025 as his last day of service.

(3)

Ms. Jan Stern Reed was appointed by the Board of Directors to serve as Lead Independent Director on October 16, 2025.

(4)

Dr. Michael Tarnoff was appointed by the Board of Directors in its third quarter 2025 meeting on August 6, 2025.

Item 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the below listed “named executive officers” of our company are set out in the summary compensation below.

~~James~~Cary ~~Corbett~~Vance, Interim Chief Executive Officer

David O’Toole, Chief Financial Officer

Nicole Kelsey, Chief Legal and Compliance Officer, and Corporate Secretary and Interim SVP, Human Resources

James Corbett, Former Chief Executive Officer

SUMMARY COMPENSATION TABLE

The following table sets forth for our named executive officers the following information for the annual periods ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024.

Name and Position	Year	Salary		Bonus		Option Awards (1)		All Other Compensation (2)			Total
Named Executive Officers:		($)		($)		($)		($)			($)
James Corbett	2024		684,231		459,000		2,080,166		20,487			3,243,885
Cary Vance	2025		137,475		140,000		-		578			278,053
Chief Executive Officer	2023		625,000		491,188		912,500		39,987			2,068,675
Interim Chief Executive Officer	2024		-		-		-		-			-
David O'Toole	~~2024~~2025		~~459~~490,~~253~~916		~~195~~98,~~500~~600		1887,~~068,666~~000		5448,~~109~~740	(3)		1,~~777~~525,~~528~~256
Chief Financial Officer	~~2023~~2024		~~245~~459,~~048~~253		~~146~~195,~~753~~500		1,~~607~~068,~~150~~666		754,~~875~~109	(4)		21,~~006~~777,~~826~~528
Nicole Kelsey	~~2024~~2025		~~228~~458,~~475~~455		9591,~~625~~800		~~784~~384,~~700~~366		~~179~~15,~~390~~936	(35)		1950,~~288,190~~557
Chief Legal and Compliance Officer	2023		-		-		-		-			-
Chief Legal and Compliance Officer, and Interim SVP, Human Resources	2024		228,475		95,625		784,700		179,390	(6)		1,288,190
James Corbett	2025		569,302		-		642,373		196,040	(7)		1,407,715
Former Chief Executive Officer	2024		684,231		459,000		2,080,166		20,487			3,243,885

(1)

Amounts in this column represent awards of stock options with the aggregate grant date fair value computed in accordance with ASC 718. Amounts in this column represent option awards issued to the individuals noted, based on the fair value determined at the date of grant in accordance with U.S. GAAP. See Note 14, Share-Based Payment Plans to our Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” for the assumptions used in determining the grant date fair value of option awards. The vesting of these option awards are subject to various performance or tenure related criteria.

(2)

Amounts in this column represent all other compensation for the covered fiscal year that the smaller reporting company could not properly report in any other column of the Summary Compensation Table. This includes the non-qualified deferred compensation employer match, 401(k) match, and fringe benefits such as car allowance, accommodations and medical benefits, along with related taxes on grossed up fringe benefits.

(3)

Amounts primarily relate to $29,415 of non-qualified deferred compensation employer match and the Company’s 401(k) employer match contribution.

(4)

Amounts primarily relate to $27,550 of non-qualified deferred compensation employer match and the Company’s 401(k) employer match contribution.

(5)

Amounts primarily relate to the Company’s 401(k) employer match contribution.

(6)

Primarily relates to relocation assistance.

(7)

49Amounts primarily relate to $117,000 in severance payments, $53,595 in vacation buy-out and $25,445 in the Company’s 401(k) employer match contribution and group term life insurance premiums.

Employment Contracts

The following table outlines the specified terms of the relevant employment contracts for the named executive officers of the Company. For compensation information of named executives refer to the table above.

Role	Name	Contract Duration	Period of Notice (2) ~~(3)~~	Termination payments provided for by contract (1) (3)
Chief ExecutiveOfficer (CEO)	James Corbett	Three years with automatic one-year extensions on each anniversary.	Termination by the Company with or without Cause– No notice period. Termination by executive- with or without Good Reason - 90 days prior written notice.	18 months
Interim Chief ExecutiveOfficer(CEO)	Cary Vance	One year	Termination by the Company with or without Cause – No notice period. Resignation by executive- with or without reason - 90 days prior written notice.	Any accrued but unpaid salary or bonus
Chief FinancialOfficer (CFO)	David O'Toole	Open-ended contract	Termination by the Company or Executive with or without Cause– No notice period.	12 months
Chief FinancialOfficer(CFO)	David O'Toole	Open-ended contract	Termination by the Company or Executive with or without Cause – No notice period.	12 months
Chief Legal and Compliance Officer, and Corporate Secretary(CLCO)	Nicole Kelsey	Open-ended contract	Termination by the Company or Executive with or without Cause– No notice period.	12 months
Chief Legal & Compliance Officer and Corporate Secretary, and Interim SVP, Human Resources(CLCO)	Nicole Kelsey	Open-ended contract	Termination by the Company or Executive with or without Cause – No notice period.	12 months

(1)

Termination payments for the CFO and CLCO are triggered only in the event of employment termination for involuntary termination without cause or ~~termination~~resignation for “Good Reason.”

(2)

“Cause” - For the ~~CEO,~~CFO ~~“Cause”~~and ~~shall mean the occurrence of any of the following events: (i) Executive’s unauthorized misuse of the Company’s trade secrets or proprietary information~~CLCO, (ii) Executive’s conviction or plea of nolo contendere to a felony or a crime involving moral turpitude, (iii) Executive’s committing an act of fraud against the Company, or (iv) Executive’s gross negligence or willful misconduct in the performance of his duties that has had or is likely to have a material adverse effect on the Company. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery date of the Company’s written notice of termination within which to cure any acts constituting Cause. ~~For the CFO, Cause~~ is defined as (i) conviction of, or a plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) participation in an act of fraud or theft against the Company; (iii) willful and material breach of any contractual, statutory, fiduciary, or common law duty owed to the Company including without limitation Section 4.1 of this Agreement; (iv) willful and repeated failure to satisfactorily perform job duties; or (v) any willful act that is likely to and which does in fact have the effect of injuring the reputation, business, or a business relationship of the Company. For the CLCO, Cause is defined as: conviction of, or a plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; participation in an act of fraud or theft; willful and material breach of any contractual, statutory, fiduciary or common law duty owed to the Company; intentional and repeated failure of Executive to perform Executive’s job duties after receiving notice of the stated deficiencies and Executive willfully falling to address the deficiencies and deliberately continuing to not perform stated job duties; or any willful, deliberate, premeditated act by Executive that materially and demonstrably injures the reputation, business or a business relationship of the Company.

(3)

“Good Reason” - For the CEO, Good Reason is defined as (i) a material reduction in Executive’s Base Salary unless a proportionate reduction is made to the Base Salary of all members of the Company's senior management, (ii) a permanent relocation of Executive’s principal place of employment by more than 50 miles from the location in effect immediately prior to such relocation, (iii) any material by the Company of any material provision of this Agreement, or (iv) a material diminution in the nature or scope of Executive's authority or responsibilities from those applicable to Executive as of the Effective Date (date of hire). For the CFO and CLCO, Good Reason is defined as (i) a material diminution in Executive’s authority, duties, or responsibilities in effect at the time of this Agreement; (ii) any reduction in the Executive’s then current base salary; (iii) relocation of Executive’s principal place of work by a distance of fifty (50) miles or more from the Executive’s then current principal place of work without the Executive’s consent; (iv) material breach by the Company of any provision of this Agreement; provided, however, that the conduct described in the foregoing subsections (i) through (iv) will only constitute Good Reason if such conduct is not cured within thirty (30) days after the Company’s receipt of written notice from the Executive specifying the particulars of the conduct the Executive believes constitutes Good Reason.”

5051

Compensation Principles

The ~~Compensation~~Charter ~~Committee~~of ~~has~~the aHuman ~~formal~~Capital and Compensation ~~Governance~~Committee ~~Framework~~provides ~~which, at the core, consists of~~ a ~~Compensation~~compensation ~~Committee~~governance ~~Charter~~framework (the “Charter”). The Charter outlines responsibilities and duties of the members, sets forth the frequency of meetings, establishes and reviews the overall compensation policies and practices of the Company, and also sets forth the process to review and approve the executive compensation program for the Chief Executive Officer and other executive officers, and make appropriate recommendations to the Board of Directors.

Human Capital and Compensation Committee

The Human Capital and Compensation Committee approves or makes recommendations to our Board of Directors on decisions concerning compensation of the executive ~~management~~leadership team (including the Chief Executive Officer) and the Board of Directors on aan ~~periodic~~annual basis to ensure that it is consistent with our short-term and long-term goals. The Company’s CEO makes recommendations to the Human Capital and Compensation Committee ~~assess~~for review, modification (if applicable) and approval of the bonus and equity incentive awards for members of the executive leadership team. Then, the Human Capital and Compensation Committee assesses the appropriateness of the nature and amount of compensation (including the overall bonus and equity incentive awards) of our ~~executives~~executive officers with the assistance of an external compensation consultant and by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the recruitment and retention of a high-quality ~~board~~executive leadership team and ~~executive~~Board ~~team~~of Directors. Additionally, the Human Capital and Compensation Committee reviews and recommends to the Board of Directors the overall annual bonus awards and the annual merit increase for the employees of the Company. The Company’s CEO, together with certain executive officers, regularly discuss the Company’s compensation matters with the Human Capital and Compensation Committee.

Additionally, the Compensation Committee is responsible for evaluating the performance of the Company’s key senior executives. The Company’s Chief Executive Officer and other members of management regularly discuss the Company’s compensation issues with Compensation Committee members. The Compensation Committee reviews and recommends to the Board of Directors the overall bonus and equity incentive awards for employees of the Company Additionally, the Company’s Chief Executive Officer makes recommendations to the Compensation Committee for review, modification (if applicable) and approval in relation to bonuses and equity incentive awards for members of the executive management team.

Resignation, Retirement, Termination for Cause, or Resignation without Good Reason Arrangements

The Company does not have any agreements or plans other than the current employment contracts in place for the named executive officers that would provide additional compensation in connection with a retirement.

Potential Payments upon Involuntary Termination, Resignation without Good Reason or Change-In-Control

The employment contract provides for the following severance payments upon termination by us without cause or by the employee for good reason (as defined in the particular employment agreement): (i) payment of the employee’s then-current base salary for a period of ~~18-months for the CEO and~~ 12-months for the CFO or CLCO, ~~following termination~~ (ii) a pro-rated target bonus for the period during which the employee was employed in the year of termination, ~~and~~ (iii) continued coverage under our group health and benefits plan consistent with the term of the base salary;, and (iv) immediate acceleration of unvested stock options and restricted stock unit awards.

Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, ~~2024~~2025 (in US dollars).

	Option awards						Stock awards
Name	Number ofsecuritiesunderlyingunexercisedoptions exercisable	Number ofsecurities underlyingunexercised unearnedoptions	~~Optionexercise price (2)~~	Optionexercise price	~~Optionexpirationdate (2)~~	Optionexpirationdate	Number ofunearned shares, unitsor other rightshave notvested	Market orpayout valueof unearnedshares, unitsor other rightshave notvested ($) (1)
James Corbett, Chief Executive Officer	-	350,000	$12.64		6/5/2034
Cary Vance, Interim Chief Executive Officer	-	4,295	(2)	$8.73		1/21/2035	13,480	$46,506
	113,148	113,148	$5.64		9/28/2032
	3,943	-	(3)	1/21/2026		6/5/2034
	33,334	66,666	$14.17		6/6/2033
	5,610	1,482	(4)	$7.72		6/6/2023
David O'Toole, Chief Financial Officer	-	~~125~~150,000	~~$12.64~~(2)	6/5/2025	~~1/3/2034~~	1/21/2035
	50,000	100,000	$17.00		6/15/2033
	41,667	83,333	(5)	6/6/2026		1/3/2034
Nicole Kelsey, Chief Legal and Compliance Officer	-	150,000	$7.72		7/1/2034
	100,000	50,000	(6)	1/21/2027		6/15/2033
Nicole Kelsey, Chief Legal and Compliance Officer, and Interim SVP, Human Resources	-	65,000	(2)	1/3/2025		1/21/2035
	50,000	100,000	(7)	$7.72		7/1/2034

(1)

Amounts in this column are calculated by multiplying the closing market price of the Company’s stock as of December 31, ~~2024~~2025 by the number of shares or units of stock awards.

(2)

~~Represents~~Vests ~~range~~annually ofbeginning ~~exercise price and expiration dates as options were granted~~ on ~~different~~January ~~dates~~21, ~~throughout their tenure~~2026.

(3)

51Vests annually beginning on June 5, 2025.

(4)

Vests annually beginning on June 6, 2024.

(5)

Vests annually beginning on January 3, 2025.

(6)

Vests annually beginning on June 15, 2024.

(7)

Vests annually beginning on July 1, 2025.

Director Compensation

The following table sets forth certain information regarding the compensation earned by, or awarded to, each non-employee Director who served on our Board during the fiscal year-ended December 31, ~~2024~~2025 (in U.S. Dollars). We do not provide separate compensation to our executive ~~Director~~Directors, ~~James~~such as Mr. Corbett, who served as our Chief Executive Officer during the fiscal year-ended December 31, ~~2024~~2025 until October 16, 2025. In the case of Mr. Vance, he was compensated as a non-executive director until his appointment as Interim CEO on October 16, 2025.

	Fees earned in cash (1)		Stock awards (2)		Option awards (3)		Total
Non-Executive Directors
Lou Panaccio - Chairman	$	127,500	$	87,492	$	24,482	$	239,474
Jan Stern Reed - Lead Independent Director	$	104,792	$	87,492	$	15,462	$	207,746
Jeremy Curnock Cook		92,500		87,492		24,482		204,474
Professor Suzanne Crowe		92,496		87,492		15,462		195,450
Suzanne Crowe		92,500		87,492		24,482		204,474
Jeremy Curnock Cook		92,496		87,492		15,462		195,450
Jan Stern Reed		97,500		87,492		24,482		209,474
Robert McNamara		102,504		87,492		15,462		205,458
Robert McNamara		102,500		87,492		24,482		214,474
Lou Panaccio		113,480		87,492		15,462		216,434
Cary Vance		100,000		87,492		24,482		211,974
Dr. Michael Tarnoff		32,870		-		-		32,870
Total Non-Executive Directors	$	612,500	$	524,952	$	146,893	$	1,284,345
Cary Vance		91,516		87,492		15,462		194,470
Total Non-Executive Directors	$	630,154	$	524,952	$	92,772	$	1,247,879

(1)

Amounts are composed of the following: $70,000 for fees as a Board Member, $35,000 for ~~Chair~~Lead ofIndependent ~~the Board~~Director, $20,000 for Audit Committee Chair, $15,000 for Human Capital and Compensation Committee Chair, $10,000 for Nominating and Corporate Governance Chair, $10,000 for Audit Committee Member, $7,500 for Human Capital and Compensation Committee Member, and $5,000 for Nominating and Corporate Governance Member.

(2)

Amounts in this column represent awards of restricted stock units with the aggregate grant date fair value computed in accordance with ASC 718. The fair value determined at the date of grant in accordance with U.S. GAAP based on the closing price of our common stock on the applicable grant date. The vesting of these stock awards are service based and subject to continued participant as Board Members.

(3)

Amounts in this column represent awards of stock options with the aggregate grant date fair value computed in accordance with ASC 718. Amounts in this column represent option awards issued to the individuals noted, based on the fair value determined at the date of grant in accordance with U.S. GAAP. See Note 14, Share-Based Payment Plans to our Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” for the assumptions used in determining the grant date fair value of option awards. The vesting of these option awards are service based and subject to continued participant as Board Members.

52Equity Compensation Plan Information as of December 31, 2025

Equity Compensation Plan Information as of December 31, 2024


Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)		(b)		(c)
Equity compensation plans approved by security holders
2016 Equity Incentive Plan	(2)						-	(1)
Stock Options			429,738	$	12.77
2020 Equity Incentive Plan							2,841,311
Stock Options			3,345,733	$	11.02
2021 AGM Awards							-
Stock Options			22,600	$	12.18
2022 AGM Awards							-
Stock Options			191,302	$	5.79
2023 AGM Awards							-
Stock Options			91,435	$	14.17
RSUs			6,916
2024 AGM Awards
Stock Options			256,992	$	12.35
2025 AGM Awards
Stock Options			199,104	$	8.73
RSUs			60,132
Equity compensation plans not approved by security holders			-		-		-
Total			4,603,952				2,841,311

(1)

Plan Category		Number of securities tobe issued upon exerciseof outstanding options,warrants and rights		Weighted-averageexercise price ofoutstanding options,warrants and rights		Number of securitiesremaining availablefor future issuanceunder equitycompensationplans (excludingsecurities reflectedin column (a))
		(a)		(b)		(c)
Equity compensation plans approved by security holders
2016 Equity Incentive Plan	(2)						-	(1)
Stock Options			458,196	$	12.53
2020 Equity Incentive Plan							1,422,101
Stock Options			2,313,110	$	12.46
RSUs			48,164	$	-
2021 AGM Awards							-
Stock Options			22,600	$	12.18
2022 AGM Awards							-
Stock Options			247,876	$	5.75
2023 AGM Awards							-
Stock Options			124,768	$	14.17
RSUs			13,832	$	-
2024 AGM Awards
Stock Options			373,658	$	12.44
RSUs			55,200
Equity compensation plans not approved by security holders			-		-		-
Total			3,657,404				1,422,101

Upon closing of the Redomiciliation, the 2016 Plan was terminated with respect to future grants and accordingly, there are no more shares available to be issued under the 2016 Plan.

(2)

The 2016 Plan was previously approved and adopted by the shareholders of AVITA Australia, the former parent company.

No securities were purchased on-market:

•

under or for the purposes of an employee incentive plan; or

•

to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an employee incentive plan.

5354

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~For~~The ~~common stockholders, the~~ information required with respect to this item ~~will~~is be incorporated herein by reference to our Definitive Proxy Statement for our ~~2025~~2026 Annual Meeting of Stockholders or an amendment of this report to be filed with the SEC no later than 120 days after the close of our year ended December 31, ~~2024~~2025.

In addition to the Company’s primary listing on the Nasdaq Capital Market, the Company’s shares of common stock are also quoted in the form of CDIs on the ASX and trade under the ticker symbol “AVH”. As part of our ASX listing, we are required to comply with the various disclosure requirements as set out under the ASX Listing Rules. The following information is intended to comply with the ASX Listing Rules (where that information has not been provided elsewhere in this Annual Report).

Australian Disclosure Requirements

~~Principal~~In ~~Stockholders~~addition to the Company’s primary listing on the Nasdaq Capital Market, the Company’s shares of common stock are also quoted in the form of CDIs on the ASX and ~~Management~~trade under the ticker symbol “AVH.” As part of our ASX listing, we are required to comply with the various disclosure requirements set out under the ASX Listing Rules. Information satisfying these disclosure requirements (where that information has not been provided elsewhere in this Annual Report) is furnished with this Annual Report as Exhibit 99.1, titled Australian Disclosure Matters for FY 2025.

The following table provides certain information regarding the ownership of our common stock (including our CDIs), as of January 27, 2025 by each person or group of affiliated persons known to us to be the beneficial owner of more than 5% of our common stock (including our CDIs); each of our named executive officers; each of our Directors; and all of our named executive officers and Directors as a group. The table also sets out the names of all persons (to the best of the Company's knowledge) who have disclosed pursuant to the Corporations Act 2001 (Cth) that they are “substantial shareholders” of the Company and carry 5% or more of the voting rights attached to the issued securities of the Company.

Unless otherwise indicated in the table or the related notes, the address for each person named in the table is c/o AVITA Medical, Inc., 28159 Avenue Stanford Suite 220, Valencia, CA 91355.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)			Percentage of Class (2)
	More than 5% stockholders:
	BlackRock, Inc. 50 Hudson Yards New York, NY 10001		1,806,519	(3)	6.85%
	The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, PA 19355		1,417,672	(4)	5.38%
	Directors and named executive officers:
Common Stock	Lou Panaccio		53,769	(5)	*
Common Stock	Jeremy Curnock Cook		31,205	(6)	*
Common Stock	Professor Suzanne Crowe		38,303	(7)	*
Common Stock	Jan Stern Reed		47,305	(8)	*
Common Stock	Cary Vance		13,761	(9)	*
Common Stock	Robert McNamara		23,761	(10)	*
Common Stock	James Corbett		282,204	(11)	1.07%
Common Stock	David O'Toole		115,401	(12)	*
Common Stock	Nicole Kelsey		-		*
	All executive officers and directors as a group (9 persons)		605,709		2.30%

* Represents beneficial ownership of less than 1% of the outstanding common stock.

Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Percentage of ownership is based on 26,357,542 shares of our common stock issued and outstanding as of January 27, 2025 (including common stock represented by CDIs). Common stock subject to options or RSUs exercisable within 60 days of January 27, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or RSUs but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Represents shares beneficially owned by BlackRock, Inc, as of December 31, 2024, obtained from Schedule 13G filed by BlackRock, Inc. with the SEC on January 26, 2024.

Represents shares beneficially owned by Vanguard, Inc, as of December 31, 2024, as obtained from Schedule 13G filed by Vanguard, Inc. with the SEC on February 13, 2024.

Reflects 23,114 shares of common stock and 100,320 CDIs, which translates into 20,064 shares of common stock, and 10,591 shares of stock options to acquire 10,591 shares of our common stock exercisable within 60 days of January 27, 2025. CDIs include 29,860 CDIs which translates into 5,972 shares of common stock that are held by The Panaccio Superannuation Fund.

Reflects 20,614 shares of common stock, and 10,591 shares of stock options to acquire 10,591 shares of our common stock exercisable within 60 days of January 27, 2025.

Reflects 23,114 shares of common stock, 22,990 CDIs, which represent 4,598 shares of our common stock, and 10,591 shares of stock options to acquire 10,591 shares of our common stock exercisable within 60 days of January 27, 2025.

Reflects 31,789 shares of common stock, and 15,516 shares of stock options to acquire 15,516 shares of our common stock exercisable within 60 days of January 27, 2025.

Reflects 9,633 shares of common stock and 4,128 shares of stock options to acquire 4,128 shares of our common stock exercisable within 60 days of January 27, 2025.

Reflects 19,633 shares of common stock and 4,128 shares of stock options to acquire 4,128 shares of our common stock exercisable within 60 days of January 27, 2025.

Reflects 11,580 shares of common stock and 270,624 shares of stock options to acquire 270,624 shares of our common stock exercisable within 60 days of January 27, 2025.

Reflects 23,734 shares of common stock and 91,667 shares of stock options to acquire 91,667 shares of our common stock exercisable within 60 days of January 27, 2025.

Jurisdiction of incorporation and restrictions on the acquisition of securities

The Company is incorporated in the State of Delaware in the United States of America. As a foreign company registered in Australia, the Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth) dealing with the acquisition of its shares (including substantial holdings and takeovers).

Under the Delaware General Corporation Law, the Company’s shares are generally freely transferable, subject to restrictions imposed by United States federal or state securities laws, by the Company’s certificate of incorporation or by-laws or by an agreement signed with the holders of shares on issue. The Company’s certificate of incorporation and bylaws do not impose any specific restrictions on the transfer of its shares. Repurchases of the Company’s securities are governed by the safe harbor provisions set forth in Rule 10b-18 of the Securities Exchange Act of 1934. However, provisions of the Delaware General Corporation Law, the Company’s certificate of incorporation and the Company’s by-laws could make it more difficult to acquire the Company by means of a tender offer (takeover), a proxy contest or otherwise, or to remove incumbent officers and directors of the Company. These provisions could discourage certain types of coercive takeover practices and takeover bids that the Company’s Board of Directors may consider inadequate and encourage persons seeking to acquire control of the Company to first negotiate with the Board of Directors.

Australian Corporate Governance Statement

The Board of Directors and employees of the Company are committed to developing, promoting and maintaining a strong culture of good corporate governance and ethical conduct. The Board of Directors confirm that the Company’s corporate governance framework is generally consistent with the ASX’s Corporate Governance Council’s “Corporate Governance Principles and Recommendations” (4th Edition) (“ASX Governance Recommendations”). The Company’s Corporate Governance Statement is available for viewing at https://ir.avitamedical.com/corporate-governance. The Corporate Governance Statement sets out the ASX Governance Recommendations and the Company’s response as to how and whether it follows those recommendations. Where the Company’s practices depart from a recommendation, the Board of Directors has disclosed in the Corporate Governance Statement the departure along with reasons for the adoption of its own practices. The Company’s most recent Corporate Governance Statement, dated February 22, 2024 and approved by the Board of Directors remains accurate as of the date of this Annual Report on Form 10-K.

Issued Capital

As of January 27, 2025, the Company’s issued share capital was as follows:

26,357,542 shares of common stock, of which:

12,515,008 shares of common stock were held by 4 stockholders of record quoted on Nasdaq; and

13,842,534 shares of common stock were held by CHESS Depositary Nominees Pty Limited (“Authorized Nominee”) (on behalf of 19,321 CDI securityholders) representing 69,212,670 CDIs quoted on ASX.

As of January 27, 2025, the following unquoted securities were on issue, which entitle the holders of those securities, upon vesting of their conversion rights, to be issued shares of common stock (including in certain cases in the form of CDIs) of the Company:

the equivalent of 4,686,196 unquoted options held amongst 124 option holders. Specifically:

the equivalent of 683,771 options are on issue to Mr. James Corbett, CEO;

the equivalent of 4,002,425 options were granted (and are on issue) to 123 employees and directors of the Company under Avita Australia's 2016 Equity Incentive Plan and 2020 Equity Incentive Plan and the Company's 2021, 2022, 2023, and 2024 AGM Awards; and

the equivalent of 117,196 RSUs held by 21 employees of the Company under Avita Australia's 2020 Employee Incentive Plan and the Company's 2021, 2022, 2023, and 2024 AGM Awards.

As of January 27, 2025, the Company does not have any restricted securities that are on issue or any securities subject to voluntary escrow that are on issue.

Voting Rights

The Company’s bylaws provide that each stockholder has one vote for every share of common stock entitled to vote held of record by such stockholder. If holders of CDIs wish to attend and vote at the Company’s general meetings, they will be able to do so, provided, in case of voting, that the relevant steps as set out below are complied with by the CDI holder. Under the ASX Listing Rules and ASX Settlement Operating Rules, the Company must allow CDI holders to attend any meeting of the holders of the underlying securities, unless relevant United States laws at the time of the meeting prevent CDI holders from attending those meetings.

In order to vote at such meetings, CDI holders have the following options:

instruct the Authorized Nominee (as the legal owner of the shares of common stock) to vote the common stock represented by their CDIs in a particular manner. A voting instruction form will be sent to CDI holders with the notice of meeting or proxy statement for the meeting and that instruction form must be completed and returned to the Company’s registry prior to the record date fixed for the relevant meeting (“CDI Voting Instruction Receipt Time”), which is notified to the CDI holder in the voting instructions included in the notice of meeting; or

inform the Company that they wish to nominate themselves or a third party to be appointed as the Authorized Nominee’s proxy with respect to their common stock underlying their CDIs for the purposes of attending and voting at the meeting. The instruction form must be completed and returned to the Company’s registry prior to the CDI Voting Instruction Receipt Time.

Alternatively, a CDI holder can convert their CDIs into a holding of common stock and vote those shares of common stock at a meeting of stockholders. Such a conversion must be undertaken prior to the record date fixed by the Company’s Board of Directors for determining the entitlement of stockholders to attend and vote at the meeting. However, if the former CDI holder later wishes to sell their investment on the ASX, it would be necessary to convert those shares of common stock back to CDIs.

As CDI holders will not appear on the Company’s register as the legal holders of the underlying common stock, they will not be entitled to vote at a stockholder meeting unless one of the above steps is undertaken. As each CDI represents 1/5 of a share of common stock, if the CDI holder takes one of the steps noted above to allow it to vote at a stockholder meeting, the CDI holder will be entitled to one vote for every five CDIs it holds.

Holders of options, warrants and RSUs are not entitled to vote at the Company's general meetings.

Substantial Stockholders

The information required in relation to the substantial shareholders of the Company is included in this Annual Report at Item 12 of Part III.

Distribution of Common Stock and CDI Holders as of January 27, 2025

Below is a distribution schedule of the number of holders of common stock and CDIs, categorized by the size of their holdings, based on the Company’s registers as of January 27, 2025.

	Common Stock
	Number of Holders of Record		Shares of common stock		Percentage of total common stock ownership (1)
1 - 1,000		1		20		0.00	%
1,001 - 5,000		-		-
5,001 - 10,000		-		-
10,001 - 100,000		1		56,944		0.22	%
100,001 - and over		2		12,458,044		47.27	%
		4		12,515,008

Percentage of ownership is based on 26,357,542 shares of our common stock issued and outstanding as of January 27, 2025 (including common stock represented by CDIs).

	CDIs
	Number of Holders		Number of common stock equivalents (CDIs divided by 5) (1)		Percentage of total common stock ownership (2)
1 - 1,000		12,252		867,746		3.29	%
1,001 - 5,000		4,903		2,411,580		9.15	%
5,001 - 10,000		1,129		1,714,911		6.51	%
10,001 - 100,000		977		4,738,952		17.98	%
100,001 - and over		60		4,109,347		15.59	%
		19,321		13,842,536

Assuming all CDIs are held as common stock of the Company, with 5 CDIs representing a beneficial ownership interest in one share of common stock of the Company.

Percentage of ownership is based on 26,357,542 shares of our common stock issued and outstanding as of January 27, 2025 (including common stock represented by CDIs).

The number of holders holding less than a marketable parcel of securities

The number of stockholders and/or CDI holders holding less than a marketable parcel of shares of common stock and/or CDIs (where a “marketable parcel” means a parcel of securities worth at least A$500, pursuant to the ASX Operating Rules) as of January 27, 2025 was as follows:

4,470 holders of less than a marketable parcel of CDIs.

No common stockholders owning less than a marketable parcel of shares of common stock.

Buy-back of securities

There is no current on-market buy-back of our securities.

Twenty Largest Holders as of January 27, 2025

Below are statements of the 20 largest stockholders and CDI holders, and the number and percentage of issued common stock held by those holders, based on the Company’s registers as of January 27, 2025 (assuming all CDIs are held as common stock of the Company, with 5 CDIs representing a beneficial ownership interest in one share of common stock of the Company).

Common Stock
Rank		Name	Shares of common stock		Percentage of total common stock outstanding (1)
	1	CEDE & CO		26,171,266		99.29	%
	2	DR MIKE PERRY		129,312		0.49	%
	3	ARLENE O E PERRY		56,944		0.22	%
	4	GARY L ORLOFF		20		0.00	%
		Total		26,357,542

(1) Percentage of ownership is based on 26,357,542 shares of our common stock issued and outstanding as of January 27, 2025 (including common stock represented by CDIs).

CDIs
Rank		Name	Number of Common stock equivalents (CDIs divided by 5) (1)		Percentage of total common stock outstanding (2)
	1	WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED		392,529		1.49	%
	2	CITICORP NOMINEES PTY LIMITED		391,741		1.49	%
	3	BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD>		388,055		1.47	%
	4	UBS NOMINEES PTY LTD		345,782		1.31	%
	5	ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD <CUSTODIAN A/C>		177,865		0.67	%
	6	MR EVAN PHILIP CLUCAS + MS LEANNE JANE WESTON <KURANGA NURSERY SUPER A/C>		177,013		0.67	%
	7	J P MORGAN NOMINEES AUSTRALIA PTY LIMITED		113,074		0.43	%
	8	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED		112,967		0.43	%
	9	TAGGART INVESTMENTS PTY LTD <TAGGART INVESTMENT A/C>		86,000		0.33	%
	10	BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT>		76,729		0.29	%
	11	IOOF INVESTMENT SERVICES LIMITED <IPS SUPERFUND A/C>		71,116		0.27	%
	12	NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>		70,808		0.27	%
	13	BNP PARIBAS NOMINEES PTY LTD <CLEARSTREAM>		70,704		0.27	%
	14	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED		65,237		0.25	%
	15	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <GSCO CUSTOMERS A/C>		61,465		0.23	%
	16	MR ANDRE WALL ELLIS + MRS OLIVIA LOUISE ELLIS		60,000		0.23	%
	17	MRS ARLENE PERRY		60,000		0.23	%
	18	WAIRAHI INVESTMENTS LIMITED		60,000		0.23	%
	19	MR DAVID ANTHONY DEELEN		57,200		0.22	%
	20	DENTAL UNION OF AUSTRALIA PTY LTD <IAN WEATHERLAKE S/F A/C>		56,000		0.21	%
		Total		2,894,285
		Remaining CDI Holders		10,948,249
		Total common stock held with CDI shares		13,842,534

Assuming all CDIs are held as shares of common stock of the Company, with 5 CDIs representing a beneficial ownership interest in one share of common stock in the Company.

Percentage of ownership is based on 26,357,542 shares of our common stock issued and outstanding as of January 27, 2025 (including common stock represented by CDIs).

General Information

The name of our Secretary is Nicole Kelsey.

The Company’s ASX liaison officer who is responsible for communications with the ASX is Mark Licciardo.

The complete mailing address, including zip code, of our principal executive office is 28159 Avenue Stanford, Suite 220, Valencia, CA 91355, USA. The telephone number is +1(661) 367-9170.

The address of our registered office in Australia is c/o Acclime Ltd (formerly Merton’s Corporate Services), Level 7, 330 Collins Street, Melbourne VIC 3000, Australia and our telephone number there is +61 3 8689 9997.

Registers of securities are held as follows:

for CDIs in Australia at Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth WA 6000 Australia, Investor Enquiries +61 8 9323 2000 (within Australia) +61 3 9415 4677 (outside Australia); and

for common stock in the United States at Computershare Investor Services, 250 Royall Street, Canton, MA 02021 USA, Tel: +1 866-644-4127.

Application of funds

The Company advises that it has used the cash and assets in a form readily convertible to cash that it had at the time of the Company’s admission to the Official List of ASX in a way that is consistent with its business objectives.

Item 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

SEC rules require us to disclose any transaction or currently proposed transaction in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or 1% of the average of the Company’s total assets as of the end of the last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s Common Stock, or an immediate family member of any of those persons. Since January 1, 2023, the Company has not participated in any such related party transaction.

Director Independence

The Company’s Board of Directors has determined that all members of our Board of Directors, except Mr. ~~James~~Cary ~~Corbett~~Vance, are independent directors for purposes of the rules of Nasdaq and the SEC and for the purposes of the ASX Listing Rules and the ~~ASX~~Australian ~~Corporate~~ Governance ~~Council’s 4th Edition Corporate Governance~~ Principles ~~and Recommendations~~. In making this determination, our Board of Directors considered the relationships that each non-executive director has with us and all other facts and circumstances that our Board of Directors deemed relevant, including the beneficial ownership of our common stock by each non-executive director and Mr. ~~Corbett~~Vance’s ~~executive~~position ~~role~~as ~~within~~Interim ~~AVITA Medical~~CEO.

The composition and functioning of the Company’s Board of Directors and each of its committees complies with all applicable requirements of Nasdaq and the rules and regulations of the SEC as well as the ASX Listing Rules and the ~~ASX~~Australian ~~Corporate~~ Governance ~~Council’s 4th Edition Corporate Governance~~ Principles ~~and Recommendations~~.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accounting Fees and Services

Grant Thornton LLP, the U.S. member of Grant Thornton International Ltd, independent registered public accountants have served as our independent public accountant for the years-ended December 31, ~~2024~~2025 and ~~2023~~2024. The following table sets forth fees billed or accrued by our independent registered public accountants during the years-ended December 31, ~~2024~~2025 and ~~2023~~2024.

	Year-Ended		Year-Ended
	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Audit fees - Grant Thornton LLP (1)	$	~~726~~803,~~716~~294	$	~~775~~726,~~020~~716
Grant Thornton UK LLP (1)		-		47,301
Tax fees - Grant Thornton LLP (2)		128,938		175,652
Tax fees - Grant Thornton LLP (2)		175,652		137,812
Total fees	$	932,232	$	902,368
Total fees	$	902,368	$	960,133

(1)

Audit fees consist of fees for the professional services by the principal accountant for the audit of the registrant’s annual financial statements and review of financial statements included in the registrant’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

(2)

Tax fees include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is for the Audit Committee to approve all audit and non-audit services prior to such services being performed by the independent registered public accounting firm. Before engaging an independent registered public accountant firm to render audit or non-audit services, the engagement is approved by the Company’s Audit Committee or the engagement to render services is entered into pursuant to pre-approval policies and procedures established by the audit committee. The Audit Committee pre-approved all audit services provided by independent registered public accountants during the years-ended December 31, ~~2024~~2025 and ~~2023~~2024.

6156

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this Annual Report:

(1)

All Financial Statements

See Index to Financial Statements in Part II, Item 8 of this Annual Report.

(2)

Financial Statement Schedules

All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the financial statements or the accompanying notes.

(3)

Exhibits

The exhibits listed in the following Index to Exhibits are filed, furnished or incorporated by reference as part of this Annual Report

EXHIBITS

Exhibit		Exhibit
Number		Description
2.1		Scheme Implementation Agreement (incorporated by reference to Exhibit 99.2 of Form 6-K of Avita Medical Limited dated April 20, 2020)
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K12B filed on June 30, 2020)
3.2		Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-KT filed on February 28, 2022)
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.31 toof the registrant’s Form 108-KTK filed on ~~February~~May 2815, ~~2022~~2025)
4.1		Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the registrant’s Form 10-K filed on February 23, 2023)
4.2		Form of Warrants (included as Annex A to the Fourth Amendment incorporated by reference to Exhibit 10.50 hereto)
10.1		Employee Incentive Option Plan (incorporated by reference to Exhibit 4.1 of the Form 20-F of Avita Medical Limited filed September 27, 2019)†
10.2		Employee Share Plan (incorporated by reference to Exhibit 4.2 of the Form 20-F of Avita Medical Limited filed September 27, 2019)†
10.3		Award Contract dated September 29, 2015 by and between the registrant and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.3 of the Form 20-F of Avita Medical Limited filed September 27, 2019)*
10.4		Award Contract dated September 29, 2015 by and between the registrant and BARDA (incorporated by reference to Exhibit 4.4 of the Form 20-F of Avita Medical Limited filed September 27, 2019) *
10.5		Amendment of Solicitation/Modification of Contract dated June 24, 2016 by and between the registrant and BARDA (incorporated by reference to Exhibit 4.5 of the Form 20-F of Avita Medical Limited filed September 27, 2019) *
10.6		Amendment of Solicitation/Modification of Contract dated September 28, 2017 by and between the registrant and BARDA (incorporated by reference to Exhibit 4.6 of the Form 20-F of Avita Medical Limited filed September 27, 2019) *
10.7		Amendment of Solicitation/Modification of Contract dated July 2, 2018 by and between the registrant and BARDA (incorporated by reference to Exhibit 4.7 of the Form 20-F of Avita Medical Limited filed September 27, 2019) *
10.8		Lease Agreement between the registrant and Hartco Ventura Inc. dated January 25, 2018 (incorporated by reference to Exhibit 4.8 of the Form 20-F of Avita Medical Limited filed September 27, 2019)
10.9		Lease Agreement between the registrant and RIF-Avenue Stanford LLC, dated October 3, 2016, as amended (incorporated by reference to Exhibit 4.9 of the Form 20-F of Avita Medical Limited filed September 27, 2019)

6257


Exhibit		Exhibit
Number		Description

10.10		Third Amendment to the Lease Agreement between the registrant and RIF III-Avenue Stanford LLC, dated November 17, 2020, as amended) (incorporated by reference to Exhibit 10.10 to the registrant’s Form 10-KT filed on February 28, 2022)

10.11		Executive Employment Agreement between the registrant and James Corbett dated September 26, 2022 (incorporated by reference to Exhibit 10.1 of the registrant's Form 10Q filed on November 10, 2022)

10.12		Amendment One to Employment Agreement between the registrant and James Corbett, dated March 16, 2023 (incorporated by reference to Exhibit 10.1 of the registrant’s Form 8-K filed on March 22, 2023) †

10.13		Executive Employment Agreement between the registrant and David O'Toole dated June 17, 2023 (incorporated by reference to Exhibit 10.3 to the registrants Form 10Q filed August 10, 2023) †*

10.14		Amendment No. 1 to the 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on June 7, 2023) †

10.15		AVITA Medical, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on June 7, 2023) †

10.16		Form of Stock Option Grant (incorporated by reference to Exhibit 10.19 to the registrant's Form 10-K filed on February 23, 2023)†

10.17		Form of RSU Agreement (incorporated by reference to Exhibit 10.20 to the registrant's Form 10-K filed on February 23, 2023)†

10.18		2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.29 to the registrant’s Form 10-KT filed on February 28, 2022) †

10.19		Fourth Amendment to the Lease Agreement between the registrant and RIF III-Avenue Stanford LLC, dated August 25, 2021, as amended) (incorporated by reference to Exhibit 10.30 to the registrant’s Form 10-KT filed on February 28, 2022)

10.20		Stock Option Grant Agreement between the registrant and James Corbett, dated effective September 28, 2022 (incorporated by reference to Exhibit 10.23 of Form 10-K filed on February 23, 2023).
1
10.21		Fifth Amendment to the Lease Agreement between the registrant and 28159 Avenue Stanford Properties, LLC, (formerly RIF III-Avenue Stanford LLC), dated January 26, 2023, as amended) (incorporated by reference to Exhibit 10.24 to the registrant's Form 10-K filed on February 23, 2023)

10.22		Engagement Letter dated March 15, 2023, between the registrant and Mr. Cary Vance (incorporated by reference to Exhibit 10.1 of the registrant’s Form 8-K filed on March 21, 2023) †

10.23		Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 on Form 10Q issued May 11, 2023) †

10.24		Lease agreement between URP X LLC and AVITA Medical, Inc. dated May 11, 2023 (incorporated by reference to Exhibit 10.5 on Form 10Q issued May 11, 2023)

10.25		Engagement Letter dated March 22, 2023, between AVITA Medical, Inc. and Mr. Robert McNamara (incorporated by reference to Exhibit 10.1 on Form 8K issued March 27, 2023)

10.26		Warrant Certificate, dated October 18, 2023, by and between the Company, and OrbiMed Royalty & Credit Opportunities IV, LP (incorporated by reference to Exhibit 4.1 to the registrant's Form 8-K filed on October 18, 2023)

10.27		Credit Agreement, dated October 18, 2023, by and between the Company, as borrower, and ORCO IV LLC as lender and administrative agent (incorporated by reference to Exhibit 10.1 to the registrant's Form 8-K filed on October 18, 2023)

10.28		Pledge and Security Agreement, dated October 18, 2023, by and among the Company, the guarantors party thereto and ORCO IV LLC (incorporated by reference to Exhibit 10.2 to the registrant's Form 8-K filed on October 18, 2023)

10.29		Lease Agreement between the registrant and Hartco Ventura Inc. dated December 6, 2023 (incorporated by reference to Exhibit 10.30 to the registrant's Form 10-K filed on February 22, 2024)

10.30		Amendment One to Employment Agreement between the registrant and David O'Toole, dated August 9, 2023 (incorporated by reference to Exhibit 10.33 to the registrant's Form 10-K filed on February 22, 2024) †

6358

Exhibit		Exhibit
Number		Description
10.31		Waiver and First Amendment to Orbimed Credit Agreement (incorporated by reference to Exhibit 10.34 to the registrant's Form 10-K filed on February 22, 2024)
10.32		Trademark Security Agreement (incorporated by reference to Exhibit 10.35 to the registrant's Form 10-K filed on February 22, 2024)
10.33		Supplement to Guarantee (incorporated by reference to Exhibit 10.36 to the registrant's Form 10-K filed on February 22, 2024)
10.34		Patent Security Agreement (incorporated by reference to Exhibit 10.37 to the registrant's Form 10-K filed on February 22, 2024)
10.35		Supplement to Pledge and Security Agreement (incorporated by reference to Exhibit 10.38 to the registrant's Form 10-K filed on February 22, 2024)
10.36		Security Trust Deed (incorporated by reference to Exhibit 10.39 to the registrant's Form 10-K filed on February 22, 2024)
10.37		Specific security Deed (marketable securities) (incorporated by reference to Exhibit 10.40 to the registrant's Form 10-K filed on February 22, 2024)
10.38		General Security Deed (incorporated by reference to Exhibit 10.41 to the registrant's Form 10-K filed on February 22, 2024)
10.39		Exclusive Distribution Agreement between the registrant and PolyMedics Innovation GmbH (incorporated by reference to Exhibit 10.42 to the registrant's Form 10-K filed on February 22, 2024)
10.40		Exclusive Distribution Agreement between the registrant and Stedical Scientific, Inc, dated January 10, 2024 (incorporated by reference to Exhibit 10.1 on Form 10-Q issued May 13, 2024)
10.41		Second Amendment to Lease Agreement between the registrant and Hartco Ventura Inc. dated January 1, 2024 (incorporated by reference to Exhibit 10.2 on Form 10-Q issued May 13, 2024)
10.42		Amendment of Solicitation/Modification of Contract dated February 16, 2024 by and between the registrant and BARDA (incorporated by reference to Exhibit 10.3 on Form 10-Q issued May 13, 2024)
10.43		Exclusive Development and Distribution Agreement between the registrant and Collagen Matrix, Inc. dba Regenity Biosciences dated July 31, 2024 (incorporated by reference to Exhibit 10.1 on Form 10-Q issued November 7, 2024)
10.44		Executive Employment Agreement between the registrant and Nicole Kelsey dated June 28, 2024 (incorporated by reference to Exhibit 10.2 on Form 10-Q issued November 7, 2024) †
10.45		Separation Agreement and Release between the registrant and Donna Shiroma dated June 28, 2024 (incorporated by reference to Exhibit 10.3 on Form 10-Q issued November 7, 2024) †
10.46		First Amendment to Lease Agreement between the registrant and Hartco Ventura Inc. dated September 12, 2024 (incorporated by reference to Exhibit 10.4 on Form 10-Q issued November 7, 2024)
10.47		First Amendment to Lease Agreement between the registrant and Hartco Ventura Inc. dated November 5, 2020 **(incorporated by reference to Exhibit 10.47 to the registrant's Form 10-K filed on February 13, 2025)
10.48		Second Amendment to OrbiMed Credit Agreement dated May 28, 2024 **(incorporated by reference to Exhibit 10.48 to the registrant's Form 10-K filed on February 13, 2025)
10.49		Third Amendment to Orbimed Credit Agreement dated November 7, 2024** (incorporated by reference to Exhibit 10.49 to the registrant's Form 10-K filed on February 13, 2025)
19		AVITA Medical, Inc. Insider Trading and Securities Dealing Policy **
10.50		Fourth Amendment to the Credit Agreement between the Lender and the registrant, dated February 13, 2025 (incorporated by reference to Exhibit 10.1 of the registrant’s Form 8-K filed on February 13, 2025)
21.1		Subsidiaries of the Registrant **
10.51		Contract Manufacturing Agreement between the registrant and Stedical Scientific, Inc. dated March 17, 2025 (incorporated by reference to Exhibit 10.1 of the registrant’s Form 8-K filed on March 17, 2025)
97.1		Incentive-Based Compensation Recovery Policy †
10.52		Amendment Two to the Exclusive Distribution Agreement between the registrant and Stedical Scientific, Inc. dated March 17, 2025 (incorporated by reference to Exhibit 10.2 of the registrant’s Form 8-K filed on March 17, 2025)
23.1		Consent of Independent Registered Public Accounting Firm **
10.53		Waiver to the Credit Agreement between the Lender and the registrant, dated March 31, 2025 (incorporated by reference to Exhibit 10.4 of the registrant’s Form 10-Q filed on May 8, 2025)
31.1		Certification of CEO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 **
10.54		Third Amendment to Lease Agreement between the registrant and Hartco Ventura Inc., dated April 1, 2025 (incorporated by reference to Exhibit 10.1 of the registrant’s Form 10-Q filed on August 7, 2025)
31.2		Certification of CFO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 **
10.55		2020 Omnibus Incentive Plan Amended and Restated (incorporated by reference to Annexure A of the registrant’s DEF14A filed on April 22, 2025) †
32.1		Certification of CEO and CFO pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 ***
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


Exhibit		Exhibit
Number		Description

10.56		Waiver to the Credit Agreement between the Lender and the registrant, dated June 30, 2025 (incorporated by reference to Exhibit 10.3 of the registrant’s Form 10-Q filed on August 7, 2025)

10.57		Offer Letter between the registrant and Dr. Michael Tarnoff, dated May 27, 2025 (incorporated by reference to Exhibit 10.1 of the registrant's Form 8-K filed on August 6, 2025) †

10.58		Waiver and Fifth Amendment to the Credit Agreement between the Lender and the registrant, dated August 7, 2025 (incorporated by reference to Exhibit 10.1 of the registrant's Form 8-K filed on August 7, 2025)

10.59		Second Amendment to Lease Agreement between the registrant and Hartco Ventura Inc. dated September 4, 2025 (incorporated by reference to Exhibit 10.3 of the registrant’s Form 10-Q filed on September 6, 2025)

10.60		Executive Employment Agreement between the registrant and Cary Vance, dated October 16, 2025 (incorporated by reference to Exhibit 10.4 of the registrant's Form 10-Q filed on September 6, 2025) †

10.61		Waiver to Credit Agreement between the Lender and the registrant, dated October 18, 2025 (incorporated by reference to Exhibit 10.5 of the registrant's Form 10-Q filed on September 6, 2025)

Filing Compare · AVITA Medical, Inc.