All Shares to be sold in the Offering are being sold by the Company. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 5,217,391 Shares from the Company at the public offering price, less underwriting discounts and commissions.
In addition, pursuant to a stock purchase agreement, dated January 20, 2026, Anteris has agreed to sell to Medtronic plc (through a wholly owned subsidiary) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, and at a price per share equal to the public offering price in the Offering, up to $90.0 million of shares of common stock, subject to a minimum purchase of 16.0% of the number of shares of common stock outstanding after the Offering and a maximum purchase of 19.99% of the number of shares of common stock outstanding after the Offering (the "Private Placement"). Completion of the Private Placement is contingent on completion of the Offering; however, the Offering is not contingent on the completion of the Private Placement.
Anteris intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents and the net proceeds from the Private Placement, to support the next stage of growth and advance execution of the Company's clinical strategy. This includes ongoing recruitment and study execution of the DurAVR® Transcatheter Heart Valve ("DurAVR® THV") global pivotal trial for patients with severe aortic stenosis (the "PARADIGM Trial") and expansion of manufacturing capabilities. In addition, a portion of the proceeds is expected to fund ongoing research ...
