Anteris Technologies Global Corp.

S-11 ny20059699x1_s1.htm S-1

As filed with the Securities and Exchange Commission on November 26, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

ANTERIS TECHNOLOGIES GLOBAL CORP.

(Exact name of registrant as specified in its charter)

Toowong Tower, Level 3, Suite 302

9 Sherwood Road

Toowong, QLD 4066

Australia

+61 7 3152 3200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wayne Paterson

Chief Executive Officer

Anteris Technologies Global Corp.

860 Blue Gentian Road

Suite 340

Eagan, Minnesota 55121

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Jeremy W. Cleveland

Bradley C. Brasser

Jones Day

1755 Embarcadero Road

Palo Alto, California 94303

(650) 739-3939

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 26, 2025

PRELIMINARY PROSPECTUS

9,103,796 Shares of Common Stock

This prospectus relates to the offer and sale from time to time, on a resale basis, by the selling stockholders identified herein (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”), or their permitted transferees, of up to 9,103,796 shares of the common stock, par value $0.0001 per share (“Common Stock”), of Anteris Technologies Global Corp., a Delaware corporation (the “Company”), consisting of (i) 2,346,936 shares of Common Stock that are issued and outstanding (the “Shares”), (ii) 2,346,936 shares of Common Stock (“Common Stock Warrant Shares”) issuable upon exercise of warrants to purchase Common Stock (“Common Stock Purchase Warrants”), (iii) 2,079,962 shares (the “CDI Shares”) of Common Stock underlying issued and outstanding CHESS Depositary Interests (“CDIs”) and (iv) 2,329,962 shares of Common Stock (“CDI Warrant Shares”) underlying CDIs to be issued upon exercise of warrants to purchase CDIs (“CDI Warrants” and, together with the Common Stock Warrants, the “Warrants”). For more information on the Selling Stockholders, see the section entitled “Selling Stockholders.”

The Selling Stockholders may offer, sell or distribute all or a portion of the shares of Common Stock hereby registered publicly or through private transactions at prevailing market prices, prices related to prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stock by the Selling Stockholders. However, we may receive up to approximately $40.4 million in aggregate gross proceeds upon exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of our Common Stock. The Selling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to their respective sales of our Common Stock.

The Selling Stockholders may offer and sell the shares of Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the shares of Common Stock covered by this prospectus in the section entitled “Plan of Distribution.”

Our Common Stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “AVR.” Our CDIs trade on the Australian Securities Exchange (the “ASX”) under the symbol “AVR.” On November 25, 2025, the closing price for our Common Stock on Nasdaq was $3.85 per share.

Investing in our Common Stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 5 of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before buying our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.