| Item 15. | Exhibits, Financial Statement Schedules. |
|---|
The following documents are filed as part of this report:
Information in response to this Item is included in Part II, Item 8 of this Form 10-K.
| 2. | Financial Statement Schedules |
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
The following is a list of exhibits filed or furnished as part of this Form 10-K.
Exhibit Index
| Exhibit Number · Description · Incorporated by Reference · Filed |
|---|
| Form · Date · Number · Herewith |
|---|
| 2.1 † | Scheme Implementation Deed, dated August 13, 2024, by and between Anteris Technologies Global Corp. and Anteris Technologies Ltd | S-1 | 11/22/2024 | 2.1 | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Anteris Technologies Global Corp. | 8-K | 12/16/2024 | 3.1 | |
| 3.2 | Amended and Restated Bylaws of Anteris Technologies Global Corp. | 8-K | 12/16/2024 | 3.2 | |
| 4.1 | Reference is made to Exhibits 3.1 through 3.2 | | X |
| 4.2 †^ | Convertible Securities Agreement, dated October 31, 2024, between Anteris Technologies Ltd and Obsidian Global GP, LLC | S-1 | 11/22/2024 | 4.2 | |
| 4.3 | Description of Registrant’s Securities | | X |
| 10.1 + | Anteris Technologies Global Corp. Equity Incentive Plan | S-1 | 11/22/2024 | 10.1 | |
| 10.2 + | Admedus Ltd Employee Long Term Incentive Plan | S-8 | 12/16/2024 | 99.2 | |
| 10.3 + | Anteris Technologies Ltd Employee Incentive Plan | S-8 | 12/16/2024 | 99.3 | |
| 10.4+ | Form of Indemnification Agreement for Directors and Officers | S-1 | 11/22/2024 | 10.2 | |
| 10.5 #†^ | Development Agreement, dated April 18, 2023, by and between v2vmedtech, inc. and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.3 | |
| Exhibit Number | Description | Incorporated by Reference | Filed |
|---|
| Form | Date | Number | Herewith |
|---|
| 10.6 #^ | License Agreement, dated October 11, 2019, among Admedus Ltd, Admedus Regen Pty Ltd, Admedus Biomanufacturing Pty Ltd and LeMaitre Vascular, Inc. | S-1 | 11/22/2024 | 10.4 |
| 10.7 #†^ | Transition Services Agreement, dated October 11, 2019, among Admedus Ltd, Admedus Regen Pty Ltd, Admedus Biomanufacturing Pty Ltd and LeMaitre Vascular, Inc. | S-1/A | 12/9/2024 | 10.5 |
| 10.8 # | Amendment No. 1 to Transition Services Agreement, dated August 28, 2021, among Anteris Technologies Ltd, Admedus Regen Pty Ltd, Admedus Biomanufacturing Pty Ltd and LeMaitre Vascular, Inc. | S-1 | 11/22/2024 | 10.6 |
| 10.9 # | Amendment No. 2 to Transition Services Agreement, dated December 19, 2022, among Anteris Technologies Ltd, Admedus Regen Pty Ltd, Admedus Biomanufacturing Pty Ltd and LeMaitre Vascular, Inc. | S-1 | 11/22/2024 | 10.7 |
| 10.10 #^ | Amendment No. 3 to Transition Services Agreement, dated September 18, 2023, among Anteris Technologies Ltd, Anteris Aus Operations Pty Ltd and LeMaitre Vascular, Inc. | S-1 | 11/22/2024 | 10.8 |
| 10.11 #†^ | Supply and Quality Agreement, dated May 15, 2024, by and between Anteris Aus Operations Pty Ltd and Harvey Industries Group Pty Ltd | S-1 | 11/22/2024 | 10.9 |
| 10.12 †^ | Second Amended and Restated Supply and License Agreement, dated June 1, 2018, between 4C Medical Technologies, Inc. and Admedus Corporation | S-1 | 11/22/2024 | 10.10 |
| 10.13 †^ | Amendment No. 1 to Second Amended and Restated Supply and License Agreement, dated March 5, 2024, between 4C Medical Technologies, Inc. and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.11 |
| 10.14 #†^ | Supply and Quality Agreement, dated November 16, 2021 between Anteris Technologies Corporation and Aran Biomedical Teoranta | S-1 | 11/22/2024 | 10.12 |
| 10.15 ^ | Supplier Quality Agreement, dated February 15, 2024, between Taurus Engineering and Manufacturing, Inc. and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.13 |
| 10.16 #†^ | First Amended and Restated Services Agreement, dated February 21, 2021, by and between NPX Medical, LLC and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.14 |
| Exhibit Number | Description | Incorporated by Reference | Filed |
|---|
| Form | Date | Number | Herewith |
|---|
| 10.17 | Amendment No. 1 to First Amended and Restated Services Agreement, dated March 24, 2024, by and between NPX Medical, LLC and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.15 |
| 10.18 #†^ | Master Services Agreement, dated June 1, 2021, by and between Anteris Technologies Corporation and Switchback Medical LLC | S-1 | 11/22/2024 | 10.16 |
| 10.19 #†^ | Sublease Agreement, dated March 1, 2022, by and between Switchback Medical LLC and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.17(a) |
| 10.20 #^ | Sublease Amending Agreement, dated February 24, 2023, by and between Switchback Medical LLC and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.17(b) |
| 10.21 #^ | Sublease Amending Agreement, dated August 18, 2023, by and between Switchback Medical LLC and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.17(c) |
| 10.22 #^ | Sublease Amending Agreement, dated May 28, 2024, by and between Switchback Medical LLC and Anteris Technologies Corporation | S-1 | 11/22/2024 | 10.17(d) |
| 10.23 †^ | Combined Bioinformatics Master Services Agreement, dated September 1, 2021, by and between Anteris Technologies Corporation and Cardiovascular Research Foundation | S-1 | 11/22/2024 | 10.18 |
| 10.24 #†^ | Lease of Part 26 Harris Road, Malaga, dated February 1, 2009, by and between Giacomel Pty Ltd, Verigen Australia Pty Ltd and Genzyme Corporation | S-1 | 11/22/2024 | 10.19(a) |
| 10.25 #† | Deed of Variation of Lease, dated June 23, 2014, among Giacomel Pty Ltd, Admedus Biomanufacturing Pty Ltd, Genzyme Corporation and Admedus Ltd | S-1 | 11/22/2024 | 10.19(b) |
| 10.26 # | Deed of Extension and Variation, dated February 19, 2019, by and between Giacomel Pty Ltd, Admedus Biomanufactuing Pty Ltd and Admedus Ltd | S-1 | 11/22/2024 | 10.19(c) |
| 10.27 | Deed of Assignment of Lease, dated March 28, 2023 by and between Giacomel Pty Ltd, Admedus Biomanufacturing Pty Ltd, Admedus Regen Pty Ltd and Anteris Technologies Ltd | S-1 | 11/22/2024 | 10.19(d) |
| 10.28 # | Deed of Variation of Lease, dated June 12, 2023, by and between Giamocel Pty Ltd, Anteris Aus Operations Pty Ltd and Anteris Technologies Ltd | S-1 | 11/22/2024 | 10.19(e) |
| Exhibit Number | Description | Incorporated by Reference | Filed |
|---|
| Form | Date | Number | Herewith |
|---|
| 10.29 # | Deed of Extension and Variation of Lease, dated February 13, 2024, among Giacomel Pty Ltd, Anteris Aus Operations Pty Ltd and Anteris Technologies Ltd | S-1 | 11/22/2024 | 10.19(f) | |
| 10.30 #†^+ | Professional Services Agreement, dated September 3, 2021, between Anteris Technologies Corporation and Christopher Meduri, M.D. | S-1 | 11/22/2024 | 10.20(a) | |
| 10.31 #†+ | Amendment No. 1 to Professional Services Agreement, dated May 1, 2023, between Anteris Technologies Corporation and Christopher Meduri, M.D. | S-1 | 11/22/2024 | 10.20(b) | |
| 10.32 + | Executive Service Agreement, dated December 1, 2019, between Admedus Corporation and Wayne Paterson | S-1 | 11/22/2024 | 10.21 | |
| 10.33 #†+ | Employee Agreement, dated December 1, 2019, between Admedus Limited ACN 088 221 078 and Matthew McDonnell | S-1 | 11/22/2024 | 10.22 | |
| 10.34 †+ | Executive Service Agreement, dated May 10, 2017, between Admedus Corporation and David St Denis | S-1 | 11/22/2024 | 10.23 | |
| 10.35 +^ | Amended and Restated Employment Agreement, dated November 18, 2024, by and between Anteris Technologies Global Corp. and Wayne Paterson | S-1 | 11/22/2024 | 10.24 | |
| 10.36 +†^ | Contract of Employment, dated November 19, 2024, by and between Anteris Technologies Ltd and Matthew McDonnell | S-1 | 11/22/2024 | 10.25 | |
| 10.37 +^ | Amended and Restated Employment Agreement, dated November 19, 2024, by and between Anteris Technologies Global Corp. and David St Denis | S-1 | 11/22/2024 | 10.26 | |
| 10.38 # | Anteris Technologies Global Corp. Non-Employee Director Compensation Policy | S-1 | 11/22/2024 | 10.27 | |
| 10.39 #† | Contribution and Stock Purchase Agreement, dated April 18, 2023, by and among Anteris Technologies Corporation, v2vmedtech, inc., Dr. Vinayak Bapat, Urmi Bapat, Shalaka Bapat, Susheel Kodali, Michael McDonald and Christopher Meduri | S-1/A | 12/9/2024 | 10.28 | |
| 14.1 | Code of Business Conduct and Ethics | | X |
| 19.1 | Insider Trading and Securities Dealing Policy | | X |
| 21.1 | Subsidiaries of the Registrant | S-1 | 11/22/2024 | 21.1 | |
| Exhibit Number | Description | Incorporated by Reference | Filed |
|---|
| Form | Date | Number | Herewith |
|---|
| 23.1(a) | Consent of Independent Registered Public Accounting Firm for Anteris Technologies Global Corp. | X |
| 23.2 | Consent for Future Market Insights, Inc. | X |
| 24.1 | Power of Attorney (included in the signature page hereto) | X |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97.1 | Compensation Clawback Policy | X |
| * | This certification attached as Exhibit 32.1 that accompanies this Form 10-K, is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. |
|---|
| # | Certain identified information has been excluded from this exhibit pursuant to Rule 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. |
|---|
| † | Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K. |
|---|
| ^ | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Anteris Technologies Global Corp. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
|---|
| + | Management contract or compensatory plan, contract or arrangement. |
|---|