Anteris Technologies Global Corp.

DESCRIPTION OF BUSINESS

Anteris Technologies Global Corp. (“ATGC,” “Anteris,” “Company,” “we,” “us,” or “our”) was incorporated in Delaware on January 29, 2024. ATGC was formed for the purpose of reorganizing the operations of Anteris Technologies Pty Ltd (“ATPL”, formerly Anteris Technologies Ltd), an Australian public company originally registered in Western Australia, Australia and listed on the Australian Securities Exchange (“ASX”), into a structure whereby the ultimate parent company would be a Delaware corporation (the “reverse recapitalization”).

On December 16, 2024, the Company received all the issued and outstanding shares of ATPL pursuant to a scheme of arrangement under Australian law between ATPL and its shareholders (the “Scheme”) under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). Contemporaneously with implementation of the Scheme, ATPL cancelled all existing options it had outstanding in exchange for ATGC issuing replacement options to acquire shares of ATGC’s common stock, par value $0.0001 per share (“Common Stock”) pursuant to a scheme of arrangement between ATPL and its option holders (the “Option Scheme”) under Part 5.1 of the Corporations Act.

Prior to completion of the reverse recapitalization, ATGC had no business or operations and following completion of the reverse recapitalization, the business and operations of ATGC consist solely of the business and operations of ATPL and its subsidiaries. As a result of the reverse recapitalization, ATGC became the parent company of ATPL, and for financial reporting purposes the historical financial statements of ATPL became the historical financial statements of ATGC as a continuation of the predecessor.

On December 16, 2024, the Company completed the reverse recapitalization. On December 16, 2024, following the reverse recapitalization, the Company completed an initial public offering (“IPO”) of 14,800,000 shares of Common Stock.

ATGC’s principal activities consist of:

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Continued research and development (“R&D”) of development of the DurAVR® THV, consisting of a single-piece biomimetic valve made with our primary ADAPT® tissue-enhancing technology and deployed with our ComASUR® balloon-expandable Delivery System, to address unmet medical needs in the treatment of aortic stenosis. The DurAVR® THV, with its single piece, native-shaped biomimetic design is built to mimic the performance of a healthy aortic valve and to restore normal laminar blood flow. This new class of technology can be used to treat new aortic stenosis patients and to treat aortic stenosis patients where their current bioprosthetic aortic valve is failing (“valve-in-valve”).

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Generating and compiling clinical data through the randomized global pivotal study (the “PARADIGM Trial”), following receipt of Investigational Device Exemption (“IDE”) approval from the U.S. Food and Drug Administration (“FDA”) in November 2025, including staged authorization to enroll the first 200 patients. Data from the PARADIGM Trial is intended to support a premarket approval application (“PMA”) in the United States and a parallel CE Mark approval in Europe, key milestones on the path to commercialization.

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The co-development with v2vmedtech, inc. (“v2vmedtech”), of an innovative heart valve repair device for the minimally invasive treatment of mitral and tricuspid valve regurgitation (also known as a leaky valve).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of presentation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These policies have been consistently applied to all the years presented, unless otherwise stated.

Unless noted otherwise, all dollar amounts are in thousands of United States dollars (“U.S. dollars” or “$”). Some amounts may not reconcile due to rounding.

For the year ended December 31, 2024, the consolidated financial statements reflect the consolidated results of operations, comprehensive loss, cash flows, and changes in equity of ATPL and its wholly-owned subsidiaries for the period of January 1, 2024 up to December 16, 2024, the closing date of the reverse recapitalization (the “Closing Date”), and the consolidated results of operations, comprehensive income/(loss), cash flows, and changes in stockholders’ equity of ATGC and its consolidated subsidiaries, including ATPL, for the period of December 16, 2024 through December 31, 2024. The consolidated balance sheet at December 31, 2024 presents the financial condition of the Company and its consolidated subsidiaries, including ATPL.

In accordance with ASC 805, Business Combinations, ATPL’s historical equity has been retrospectively restated for all periods up to the Closing Date to reflect the number of shares of Common Stock issued to legacy ATPL shareholders in connection with the reverse recapitalization. Additionally, the par value of Common Stock has been restated to align with the post-transaction capital structure.

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which permits the Company to utilize an extended transition period to comply with new or revised accounting standards applicable to public companies.

(b)

Principles of consolidation

The consolidated financial statements include the accounts of ATGC, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, as well as any variable interest entities (“VIEs”) for which ATGC has been determined to be the primary beneficiary. ATGC and its subsidiaries together are referred to in these financial statements as the “Group”.

Subsidiaries are all those entities over which the Group has control. Control is the power to govern the financial and operating policies of an entity. All subsidiaries of ATGC have a reporting year end of December 31.

Intercompany transactions, balances and unrealized gains or losses on transactions between entities in the Group are eliminated.

(c)

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Management continually evaluates its judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgments, estimates and assumptions on historical experience and on other various factors, including expectations of future events that management believes to be reasonable under the circumstances. Actual results could differ from those estimates due to risks and uncertainties and may be material.

Management has discussed the development and selection of these critical accounting estimates with the Company’s Audit and Risk Committee and Board of Directors (the “Board”). In addition, there are other items within the financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on the financial statements.

Significant items subject to such estimates and assumptions include, but are not limited to the following:

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Stock-based compensation fair value inputs: Fair value is estimated using option pricing models, including the Black-Scholes option pricing model (the “Black-Scholes model”). The model requires various inputs including the exercise price and share price at grant date, plus other judgmental assumptions, such as share price volatility, risk-free interest rate, and the expected option term.

(d)

Foreign currency translation

The financial statements are presented in United States dollars, which is ATGC’s reporting currency.

Foreign currency transactions

Foreign currency transactions are translated using the average monthly currency exchange rates in effect during the period. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included as operating income or expense in the consolidated statements of operations.

Conversion to presentation currency

The assets and liabilities of non-U.S. dollar functional currency entities are translated into U.S. dollars using period-end exchange rates, and the revenues and expenses of those entities are translated into U.S. dollars using the average exchange rates, which approximates the rate at the date of the transaction. Equity accounts are translated at historical rates, except for the change in retained earnings during the year, which is the result of the income statement translation process. The cumulative translation adjustments associated with the net assets of foreign subsidiaries are recorded in accumulated other comprehensive loss in the consolidated statements of comprehensive loss and stockholders’ equity.

The determination of the functional and reporting currency of each Group company is based on the primary currency in which the Group company operates. ATGC and Anteris Technologies Corporation have the U.S. dollar (“USD” or “$”) as their functional currency, ATPL and the Australian subsidiaries’ use the Australian dollar (“AUD” or “A$”) as their functional currency, and another subsidiary has the Swiss franc (“CHF”) as its functional currency.

(e)

Net sales

Net sales from the sale of goods, which is primarily ADAPT® tissue, are recognized at a point in time when the performance obligation is satisfied, typically being upon delivery to the customer’s premises when control of the goods transfers to the customer. Revenue is recognized at an amount which reflects the consideration to which the Group expects to be entitled in exchange for those goods.

The Company generates its revenue from direct product sales and typically does not have any significant unusual payment terms beyond 30 days in its contracts with customers.

Revenue recognition is determined by considering sales rebates and returns, which are assessed through sales terms, historical data, and trend analysis. When estimating rebates, the Company takes into account factors such as the stated rebate rates, trending volumes and other relevant information. Adjustments to rebates and returns reserves are recorded by the Company as either revenue increases or decreases. The Company offers warranties on its tissue and valves that they conform to the specifications, fit for their intended purpose, and do not have material defects.

Taxes assessed by a governmental authority that are both imposed on specific revenue producing transactions and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue.

(f)

Other income

Interest income

Interest income is recognized as interest accrues using the effective interest method. This is a method of calculating the amortized cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts contractual future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other income

Other income is recognized when it is received or when the right to receive payment is established.

Research and development tax incentive income

Government grants are received under the Australian government’s research and development tax incentive program, such that a percentage of eligible R&D expenses are reimbursed by the Australian government with the incentive being recognized as other income. Government grants relating to costs incurred are recognized in the consolidated statements of operations over the periods in which the entity recognizes as expenses the related costs for which they are intended to compensate.

The research and development tax incentive income is recognized as income once the Group is satisfied that the Group has complied with the conditions attached to the tax incentives and that the tax incentives will be received. The value is estimated based on an assessment of actual and budgeted eligible R&D expenditure data for the period. Significant judgment is required in determining the amount and timing of recognition, as the grant requirements are complex.

(g)

Cash, cash equivalents and restricted cash

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. The Company’s restricted cash primarily represent funds placed in escrow related to operating leases and as collateral for a credit line. As of December 31, 2025, the restricted cash balance was $0.5 million.

(h)

Accounts receivable and other financing receivables

Accounts receivable are amounts due from customers for direct product sales in the ordinary course of business. They are generally due for settlement within 30 days and therefore all classified as current. Accounts receivable are recognized initially at the amount of consideration that is unconditional. The Company holds the accounts receivable with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost, less impairment allowances.

An allowance is maintained for estimated losses in the collection of accounts receivable based on customer-specific analysis. The allowance is assessed by considering factors including the recent sales experience, the aging of receivables and historical collection rates. Uncollectible amounts are written-off against the allowance when it is determined that a customer account is uncollectible. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period greater than 120 days past due. Subsequent recoveries on amounts previously written off are credited against the same line item.

Other receivables are recognized at amortized cost, less any expected loss allowance.

(i)

Inventories

Raw materials, work in progress and finished goods are stated at the lower of cost and net realizable value on a weighted average cost formula. Cost comprises direct materials and delivery costs, direct labor, import duties and other taxes, plus an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The Company recognizes an inventory reserve to recognize write-downs recorded against the carrying value of inventories for items that are obsolete, damaged, nearing its expiration date, or slow-moving.

(j)

Plant and equipment

Recognition and measurement

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Additions and improvements that extend the lives of the assets are capitalized, while expenditure for repairs and maintenance are expensed as incurred.

Costs incurred in acquiring software and licenses that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalized to software and systems. Costs capitalized include external direct costs of materials and services.

An item of plant and equipment is derecognized upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to the consolidated statements of operations. The Company assesses plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Depreciation

Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment over their expected useful lives. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Impairment of Long-lived assets

The Group assesses impairment of long-lived assets at each reporting date by evaluating conditions specific to the Group and to the asset or asset group that may lead to impairment. If an impairment trigger exists and the review indicates that the assets will not be fully recoverable based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair market value. For the purposes of identifying and measuring impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

(k)

Leases

The Company’s lease agreements include leases accounted for as operating leases and those accounted for as finance leases. Finance lease ROU assets are included in plant and equipment, net, and finance lease liabilities are included in current debt obligations and long-term debt on the Consolidated Balance Sheets.

The Group leases laboratory facilities and offices through operating leases. The Group leases information technology (“IT”) equipment through finance leases.

See Note 8 Leases for further information. Anteris is not a lessor in any lease arrangement.

Anteris as the Lessee

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At the lease commencement date, the Group recognizes a ROU asset (the right to use the leased item) and a corresponding lease liability, except for short term leases. Anteris has made an accounting policy election to apply the short-term lease election to all classes of underlying assets, being those leases which have a term of 12 months or less. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease liabilities

For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date.

Lease liabilities are subsequently measured by reducing the balance to reflect the principal lease repayments made and increasing the carrying amount by the interest on the lease liability. The Group is required to remeasure the lease liability and make an adjustment to the ROU asset in the following instances:

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the term of the lease has been modified or there has been a change in the assessment of a purchase option being exercised, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; and

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a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

Lease liabilities which will be repaid within twelve months are recognized as current and the liabilities which will be repaid in excess of twelve months are recognized as non-current liabilities.

Lessees are required to discount future lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, for operating leases, the Group cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Group generally uses its incremental borrowing rate as the discount rate for the lease. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow an amount equal to the lease payments in a similar economic environment and on a collateralized basis over a similar term.

ROU assets

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

For finance leases, the ROU asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. Any remeasurement of the lease liability is also applied against the ROU asset value.

For operating leases, the ROU asset is subsequently measured at the amount of the remeasured lease liability, adjusted for the remaining balance of any lease incentives, accrued or prepaid rents. The carrying amount of the ROU asset approximates the present value of the remaining benefits to the Group at each measurement date.

Extension and termination options

Extension and termination options are included in a number of property operating leases across the group and are an area of judgment. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

(l)

Intangibles

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognized at cost. Finite life intangible assets are subsequently measured at cost, less amortization and any impairment.

The method and useful lives of finite life intangible assets are reviewed at each reporting period. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortization method or period.

The Group holds finite life intangible assets which are amortized on a straight-line basis with estimated useful lives.

Significant costs associated with the registration of patents and trademarks are deferred and amortized on a straight-line basis over the period of their expected benefit. The term of individual patents depends upon the legal term for patents in the countries in which they are granted. In most countries, including the United States and Australia, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application in the applicable country.

In the United States, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the U.S. Patent and Trademark Office in examining and granting a patent, or may be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiration date.

Impairment of intangible assets

Intangible assets with finite lives are tested for impairment when an event occurs or circumstances change that would indicate the carrying amount of the assets or asset group may be impaired. If an impairment trigger exists, the recoverable amount of the asset is determined. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit, and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair market value. Estimated fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

(m)

Debt obligations

Interest-bearing debt obligations

Debt obligations are initially recognized at fair value, net of transaction costs incurred. Debt obligations are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the consolidated statements of operations over the period of the borrowings using the effective interest method.

(n)

Income taxes

Income taxes are accounted for under the asset and 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 and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those deferred tax assets and liabilities are expected to be recovered or settled. A valuation allowance is provided to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred taxes, including valuation allowances, are determined separately for each tax-paying component in each jurisdiction. The factors used to assess the likelihood of realization are future reversals of existing taxable temporary differences, carryback availability, both historical experience and the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. 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.

Unrecognized tax benefits

The Group recognizes the effect of income tax positions only if those positions are more likely than not (greater than 50% likelihood) of being sustained upon examination by the taxing authorities, based on the technical merits of the position. Where the Group expects a tax position to be sustained, it recognizes the tax benefit as the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining unrecognized tax benefits. The Group records liabilities or makes other adjustments for unrecognized tax benefits based on the Group’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact current and deferred taxes in the period in which such determination is made. The Group didnot record any unrecognized tax benefits at December 31, 2025.

Inherent in determining the income tax amounts, including the valuation allowance, are judgments regarding business plans, tax planning opportunities and expectations about future outcomes. Realization of certain deferred tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Currently, management has recognized a valuation allowance for the amount of the deferred tax assets not supported by future reversals of existing taxable temporary differences as management believes that it is more likely than not that those deferred tax assets will not be realized.

(o)

Stock-based payments

Equity-settled stock-based compensation benefits are provided to employees, directors and consultants in exchange for the rendering of services. Cash-settled stock-based payment transactions provide employees with the right to cash payments upon the satisfaction of vesting conditions.

The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values determined at grant date.

The fair value of the cash-settled stock-based obligation is recognized as an expense on a straight-line basis over the requisite service period, with a corresponding increase in liabilities. Upon satisfaction of the vesting conditions attached to the rights, the provision becomes a payable. The liability is remeasured at each reporting date and at settlement date based on the fair value of the rights. Any changes in the liability are recognized in profit or loss.

If equity-settled awards are modified, an additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the stock-based compensation benefit as of the date of modification.

Service-based stock-based compensation

Anteris offers service-based stock options and restricted stock units (“RSUs”) to employees and directors as it believes that the grant of these awards assists with attracting, motivating and aligning the employee and director interests with those of its stockholders.

Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period (vesting period) on a straight-line basis. Forfeitures are estimated based on historical employee attrition rates at the time of grant and the Company reassesses the probability of vesting at each quarter end and adjusts the stock-based compensation expense based on its probability assessment. Upon exercise of stock options and upon completion of the RSU vesting conditions, the Company issues shares of Common Stock.

RSUs contingently granted to directors require stockholder approval in accordance with ASX listing rules and do not become legally binding on the Company until such approval is obtained. Under ASC 718, an award is not granted until the grantee has an enforceable right to it. When RSUs are subject to stockholder approval, this right does not exist before the vote, so no grant date is established and no expense is recognized until approval is obtained. Once stockholders approve the award, the RSUs become legally effective and the grant date is the approval date. The Company measures fair value using the share price on that date, and begins recognizing expense over the remaining service period.

Stock options and shares issued to external consultants

On occasion, the Company has granted options or shares to external consultants as consideration for services provided. Awards granted to non-employees are measured at the grant date by estimating the fair value of the equity instruments to be issued in exchange for goods or services received. The expense is recognized in the same manner as if the Company had paid cash for the services.

Fair value estimates

The fair value of stock options is determined using the Black-Scholes model which requires various inputs including the exercise price and share price at grant date, plus other highly judgmental assumptions, such as share price volatility, risk-free interest rate, and the expected option term. For stock options and RSUs with service conditions, the expense is recognized over the service period. Stock-based compensation expense is recorded net of estimate forfeitures. Judgment is required in estimating which equity securities will ultimately be forfeited. If actual results differ significantly from these estimates, stock-based compensation expense and the results of operations would be impacted.

(p)

Earnings/Loss per share

Basic earnings (or loss) per share is computed by dividing net profit/loss by the weighted-average Common Stock outstanding during the period. Diluted earnings/loss per share is computed based on the weighted-average Common Stock outstanding plus the effect of dilutive potential Common Stock outstanding during the period calculated using the treasury stock method. Dilutive potential Common Stock includes employee equity stock options, non-vested shares, and similar equity instruments granted by the Company. Potential Common Stock equivalents have been excluded where their inclusion would be anti-dilutive.

(q)

Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either in the principal market; or in the absence of a principal market, in the most advantageous market.

Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements:

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Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

●

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

●

Level 3: Unobservable inputs for the asset or liability.

Classifications are reviewed each reporting date and transfers between levels are determined based on a reassessment of the lowest level input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

(r)

Other liabilities

The Company records a liability in the consolidated financial statements where it is probable that a liability has been incurred, and the amount may be reasonably estimated. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.

Lease asset retirement obligation

The lease asset retirement obligation relates to the removing of leasehold improvements including laboratories, clean rooms and office spaces and returning the premises to their original condition in accordance with the lease agreements. The calculation of this obligation requires assumptions such as closure dates and cost estimates. The amount recognized for each site is periodically reviewed and updated based on the facts and circumstances available at the time.

(s)

Employee benefits

Liabilities for employment benefits, which include wages and salaries, bonuses, post-employment benefits, annual leave and long-term service benefits expected to be settled within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

The liability for annual leave and long-term service benefits not expected to be settled within 12 months of the reporting date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution savings plans

Contributions to defined contribution plans are expensed in the period in which they are incurred.

Australian employees are entitled to contributions to defined contribution plans (superannuation) at 12.5% of the participant’s annual eligible compensation (post July 1, 2025) subject to certain contribution caps. The rate has increased by 0.5% annually for the past four years. The net expense related to these plans was $0.9 million and $0.7 million in fiscal years 2025 and 2024, respectively.

The Company’s employees in the United States are eligible to participate in a qualified defined contribution plan. Employees receive 3% employer contributions limited by the eligible compensation threshold.

(t)

Research and development expenses

Research and development expenses are recognized in the consolidated statements of operations in the period in which they are incurred. R&D costs include costs of research, engineering, and technical activities undertaken to develop new products or services or to significantly improve existing products or manufacturing processes. They also include pre-approval regulatory and clinical trial expenses; inventory costs incurred in jurisdictions where regulatory approval has not yet been obtained; and services and supplies associated with clinical studies, registries and sponsored research. These costs include direct salary and employee benefit-related costs for R&D personnel, costs for materials used and costs for outside services.

(u)

Variable Interest Entities

Under ASC 810 Consolidation (“ASC 810”), when the Company obtains an economic interest in an entity, it evaluates the entity to determine if it should be deemed a VIE, and, if so, whether the Company is the primary beneficiary and is therefore required to consolidate the VIE, based on significant judgment whether the Company (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

On an ongoing basis, the Company re-evaluates the VIE assessment based on potential changes in facts and circumstances, including but not limited to, the stockholder loans to the entity and the execution of any future significant agreements between the entity and its stockholders and/or other third parties.

(v)

Segment reporting

Segment information is presented using a management approach, meaning that segment information is provided on the same basis as information is used for internal reporting purposes by the chief operating decision maker (“CODM”) which is the Vice Chairman and Chief Executive Officer, who makes key strategic decisions. The CODM is responsible for the allocation of resources and assessing the performance of the Group. Management has determined that the activities of the business as reviewed by the CODM areone segment, being the development and commercialization of the ADAPT® anti-calcification tissue. This is focused on the DurAVR® THV System.

(w)

Reverse recapitalization

In accordance with ASC 805, Business Combinations, when ATGC (or “the legal parent”) acquired ATPL (“the legal subsidiary”), the transaction was accounted for as a reverse recapitalization. The substance of the transaction was that the pre-transaction shareholders of ATPL (the accounting acquirer) had effectively obtained control of ATGC.

Under reverse recapitalization accounting, the consolidated financial statements are issued under the name of the legal parent (being ATGC) but, with the exception of stockholder’s equity, the financial statements will represent a continuation of ATPL’s (the legal subsidiary’s) financial information. ATPL’s assets and liabilities will be recognized at historical cost with no goodwill or other intangible assets recorded in the financial statements.

At the date of acquisition, the assets and liabilities of the Group were recognized and measured in the consolidated financial statements at their pre-combination carrying amounts and added to the assets and liabilities of ATGC.

The consolidated statement of stockholders’ equity for comparative periods has been restated to reflect the equity structure of ATGC, while maintaining the historical retained earnings of ATPL.

(x)

Recently Adopted Accounting Standard

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. This ASU was effective January 1, 2025 for entities applying the EGC extended transition period (i.e., non‑PBE effective dates). The adoption of ASU 2022-03 on January 1, 2025 did not materially impact the fair value measurement of our existing equity securities.

(y)

New Accounting Standards Not Yet Adopted

New accounting pronouncements are issued by the FASB and adopted by the Company as of the specified effective date. If not explicitly addressed otherwise, the Company believes that the recently issued standards, which have not yet taken effect, will not materially affect its present or near future financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 intends to enhance income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s worldwide operations. The ASU’s two primary enhancements will require further disaggregation for existing disclosures for the effective tax rate reconciliation and income taxes paid. This ASU is effective January 1, 2026 for entities applying the EGC extended transition period (i.e., non‑PBE effective dates). The Company has evaluated the effect of adopting this accounting guidance and will include the new required disclosures in future filings.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU is effective January 1, 2027. ASU 2024-03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. Adoption of this ASU will not impact the recognition or measurement of amounts in our consolidated financial statements and will result only in additional disclosure requirements.

In December 2025, the FASB issued ASU 2025‑10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU is effective January 1, 2030 for entities applying the EGC extended transition period (i.e., non‑PBE effective dates). ASU 2025‑10 establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities. The ASU incorporates principles from IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, with certain targeted refinements, and expands ASC 832 beyond disclosure‑only requirements to include a comprehensive accounting model. The Company has historically accounted for government grants by applying the principles of IAS 20 by analogy, which the ASU substantially aligns with. As a result, consistent with the SEC’s expectations for entities already applying IAS 20 principles, the Company does not expect the adoption of ASU 2025‑10 to have a significant impact on its accounting policies or consolidated financial statements.

GOING CONCERN

The consolidated financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and realization of assets and discharges of liabilities in the ordinary course of business. As of December 31, 2025, the Group incurred a net loss of $94.2 million and had net cash outflows from operating activities of $77.8 million for the financial year ended December 31, 2025. As of that date, the Group had a cash balance of $12.6 million, a net current liability position of $5.7 million and a net liability position of $0.3 million.

Subsequent to December 31, 2025, the Company completedtwo equity financing transactions that significantly strengthened its liquidity position. The Company completed a public offering of 40,000,000 shares of Common Stock for gross proceeds of $230 million before underwriting discounts, commissions and other transaction costs, including the underwriters’ option to purchase additional shares. In addition, the Company completed a private placement to Medtronic plc (through a wholly owned subsidiary) of 15,652,173 shares of Common Stock for gross proceeds of $90 million before transaction costs. These transactions materially improved the Company’s available cash resources.

After considering the Group’s current cash position, the proceeds from the equity financings completed subsequent to year‑end, the Group’s forecasted cash flows, and its planned operating and investment activities, management has concluded that no substantial doubt exists regarding the Group’s ability to continue as a going concern for at least 12 months from the date these financial statements are issued.

NET SALES

OTHER NON-OPERATING INCOME, NET

(1)

In 2025, the Group recognized a reversal of $0.2 million of previously accrued research and development tax incentive income related to the year ended December 31, 2024. No research and development tax incentive income was recognized in 2025. In 2024, Government grants consists of $0.8 million research and development tax incentive income accrued relating to the year ended December 31, 2024 plus $0.3 million research and development tax incentive income recognized relating to the year ended December 31, 2023.

(2)

In 2024, the Group recognized the remaining 67% portion of the $2.0 million holdback receivable from LeMaitre Vascular, Inc. (“LeMaitre”) relating to the 2023 amendment of the CardioCel™ and VascuCel™ distribution sale agreement. The income was recognized within other non-operating income as it was considered probable that the regulatory approval required under the European Union Medical Device Regulation would be obtained. The amount was received in full in early 2025. There isno remaining balance outstanding under the arrangement.

INCOME TAXES

(a)

Income tax (expense)/benefit

No income tax (expense)/benefit has been recognized because the Group has historically incurred operating losses and maintains a valuation allowance against its deferred tax assets not supported by future reversals of existing taxable temporary differences.

The components of the (loss)/income before income taxes from continuing operations, based on tax jurisdiction, are as follows:

(b)

Deferred Tax Assets and Liabilities

Deferred taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and income tax purposes. The significant components of the net deferred tax asset (liability) shown on the Consolidated Balance Sheets are as follows:

INCOME TAXES (continued)

The valuation allowance of $86.8 million as of December 31, 2025 and $54.5 million as of December 31, 2024 reduces deferred tax assets to amounts that are more likely than not to be realized. This allowance primarily relates to the net operating loss carryforwards of the Group as management does not believe that it is more likely than not that these net operating losses will be utilized. The increase in the valuation allowance is primarily related to the additional net operating losses and capitalized R&D recorded during the fiscal year.

The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits would be applied directly to contributed capital was $2.4 million as of December 31, 2025 and $2.1 million as of December 31, 2024.

(c) Operating loss carryforwards

Information about net operating and capital loss carryforwards at December 31, 2025 is summarized as follows:

Included within the Australian carryforwards disclosed above, the Australian tax consolidated group has $4.4 million of transferred losses at December 31, 2025, which are subject to loss recoupment testing and their available fraction which limits the annual rate at which the loss carryforwards may be claimed by the parent entity.

The Group’s operating loss carryforwards are subject to examination by taxing authorities specific to each jurisdiction in which they were incurred and the filing and finalization of income tax returns. The actual operating loss carryforwards available on filing of these returns may be different. The operating loss carryforwards may not be realizable in whole or in part due to the generation of significant future income being dependent on obtaining the necessary regulatory approvals, which are not in place as of December 31, 2025.

At December 31, 2025, the Company had $377.3 million of operating loss carryforwards in the United States, Australia and other international jurisdictions, of which up to $228.1 million carryforward indefinitely, with the remaining $149.2 million due to expire during fiscal years 2026 through to 2045 if not used.

An analysis of potential restrictions on our ability to utilize loss carryforwards and other income tax attributes has been performed as of December 31, 2025. No changes in ownership were identified for either the United States or Australia, therefore no restrictions on our ability to utilize our carryforwards or other income tax attributes are believed to exist as of December 31, 2025.

Following the capital raises in January 2026 (refer to Note 23Subsequent Events for further details), further analysis of the carryforwards and other income tax attributes is being performed. If we determine we had a change in ownership it would subject the carryforwards in ATGC to a limitation under Section 382 of the Internal Revenue Code. Aggregate U.S. federal and state deferred tax assets for carryforwards attributable to ATGC are $25.6 million. No changes in ownership have been identified in Australia as a result of the equity financings completed subsequent to year-end.

On December 30, 2025, Anteris Technologies Pty Ltd, Anteris Aus Operations Pty Ltd (both Australian entities) and Anteris Corporation Ltd entered into an agreement to transfer intellectual property from Australia to the U.S., subject to the satisfaction of certain conditions precedent. If these are met, we expect some or all Australian operating loss carryforwards would be utilized to cover any capital gain arising from the transfer in the 2025 tax year.

The Group files income tax returns in a number of jurisdictions including the United States, Australia, Switzerland and Singapore. Income tax returns for all wholly-owned subsidiaries have been filed for the period ended December 31, 2024. With limited exceptions, all years prior to 2021 in Australia and 2022 in the United States are no longer subject to examination by taxing authorities.

INCOME TAXES (continued)

Operating loss carryforwards

The net operating and capital loss carryforwards, including the year they are scheduled to expire, are set out below:

(d)

Tax credit carryforwards

As of December 31, 2025, the Company had tax credit carryforwards of $1.327 million, comprising Australian research expenditure tax credits. These tax credit carryforwards are available to be carried forward indefinitely and do not expire.

(e)

Effective income tax rate varied from the parent’s statutory income tax rate

The Company’s reported income tax expense varied from the amount of income tax expense that would result from applying the statutory income tax rate of the parent entity, the income tax rate of the parent entity’s country of domicile. The reconciliation of the U.S. federal income tax benefit at the statutory federal income tax rate of 21% for each of the years ended December 31, 2025 and December 31, 2024, respectively, to our reported income tax expense/(benefit) are as follows (in thousands of dollars):

The Company is an emerging growth company and is not currently subject to the disclosure requirements under ASU 2023-09. The Company has not adopted the standard as of the year ended December 31, 2025.

PLANT AND EQUIPMENT, NET

Depreciation expense of $1.5 million and $1.3 million was recognized in fiscal years 2025 and 2024, respectively.

LEASES

The Group’s lease agreements include leases accounted for as operating leases and those accounted for as finance leases. This note provides information for leases where the Group is a lessee.

The Group leases laboratory facilities and offices through operating leases. These leases typically include lease options to renew the lease at which time the lease payments are renegotiated or adjusted to reflect pre-agreed charges or market rentals. Extension and termination options are included in a number of the property leases to allow for flexibility in terms of corporate growth and managing the assets used in the Group’s operations.

The Group leases IT equipment through finance leases with contract terms of 2-3 years. In order to extend the leases, both parties must agree. Finance lease ROU assets are included in plant and equipment, net and finance lease liabilities are included in current debt obligations and long-term debt on the consolidated balance sheets. The ROU assets, lease liabilities, lease costs, cash flows, and lease maturities associated with the Group’s finance leases were not material to the consolidated financial statements for fiscal years 2025 and 2024.

The table below discloses the balance sheet information relating to the Group’s operating leases:

Operating lease costs of $0.9 million and $0.8 million were recognized in fiscal years 2025 and 2024, respectively. The Company recognizes variable lease payments not included in its lease liabilities in the period in which the obligation for those payments is incurred. Short term and variable lease payments for fiscal year 2025 and 2024 were not material.

As of December 31, 2025, the weighted-average remaining lease terms of the Group’s operating leases was 3.8 years, compared to 2.6 years as of December 31, 2024. The increase primarily reflects the addition of the new 610 Maple Grove facility lease agreement to the Group’s operating lease portfolio during the year, following the transition from a subleased arrangement to a direct lease. The weighted-average discount rate applied to the Group’s operating leases was 11.4% for the year ended December 31, 2025 and 14.8% for the year ended December 31, 2024.

The following table summarizes the ROU assets obtained in exchange for lease liabilities and as a result of lease modifications:

LEASES (continued)

The following table summarizes the maturities of the Company’s operating leases at December 31, 2025. The amounts disclosed in the table are the contractual undiscounted cash flows. It is not expected that the cash flows included in the below maturity analysis could occur significantly earlier, or at significantly different amounts.

OTHER ASSETS

ACCRUED AND OTHER LIABILITIES

Estimated legal contingency liability

In 2024, the Company recognized a $1.4 million provision in connection with a legal claim related to the Company’s equity raise and subsequent IPO. The matter was settled in 2025, and the liability was extinguished in full.

Cash-settled stock-based payment provision

Refer to Note 15 Stock-based Compensation.

Lease asset retirement obligation

The lease asset retirement obligation relates to the removing of leasehold improvements including laboratories, clean rooms and office spaces and returning the premises to their original condition in accordance with the lease agreements. The calculation of this obligation requires assumptions such as closure dates and cost estimates. The amount recognized for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognized in the balance sheet by adjusting the asset and the liability.

The obligation is classified as current based on the contractual lease expiry in 2025.

DEBT OBLIGATIONS

Convertible Note Facility

On October 31, 2024, ATPL entered into a secured convertible note facility (the “Convertible Note Facility”) with Obsidian Global Partners, LLC (“Obsidian”), which was assumed by the Company upon completion of the Scheme. Under the initial $5.0 million (A$7.5 million) drawdown, ATPL became obligated to issue 75,000 options or pay a fee of 3% of the AUD drawdown amount.

On December 16, 2024, following the closing of the Company’s IPO and the Scheme, Obsidian exercised its right to redeem the aggregate outstanding convertible notes for cash. On December 19, 2024, the Company paid Obsidian $5.7 million for the aggregate outstanding convertible notes and an additional $0.2 million in lieu of the options required to be issued in connection with the first drawdown. The Company recognized a loss on debt extinguishment in connection with the redemption. No convertible notes were outstanding under the Convertible Note Facility on December 31, 2024, and on February 18, 2025, the facility was terminated and the related security interest was released.

DEBT OBLIGATIONS (continued)

Contractual obligations

The Company had no significant financing arrangements outstanding as of December 31, 2025, or December 31, 2024.

FAIR VALUE MEASUREMENT

The consolidated financial statements include financial instruments for which the fair value of such instruments may differ from the amounts reflected on a historical cost basis. Financial instruments consist of cash deposits, accounts and other receivables, accounts payable, accrued liabilities and debt obligations. The carrying value of these financial instruments generally approximates fair value due to their short-term nature.

For the periods presented, the total balances of financial assets and liabilities measured or disclosed at fair value were not material to the consolidated financial statements. As such, management has concluded that detailed quantitative disclosures, including the fair value hierarchy table, are not necessary. The carrying amounts of the Company’s remaining financial instruments approximate their fair values.

EQUITY

(a)

Share Capital

The Company’s authorized share capital consists of 400,000,000 shares of Common Stock, par value $0.0001 per share, and 40,000,000 shares of preferred stock, par value $0.0001 per share (“preferred stock”).

Stockholders of the Company hold either Common Stock or a CHESS Depositary Interest (“CDI”). CDIs confer the beneficial ownership of the Company’s Common Stock on each CDI holder, with the legal title to such securities held by an Australian depositary entity, CHESS Depositary Nominees Pty Limited (the “Depositary Nominee”), which is a wholly-owned subsidiary of ASX Limited, being the operator of the ASX. The Depositary Nominee will be the registered holder of those shares of our Common Stock held for the benefit of the holders of CDIs.

The Company has never declared or paid any cash dividends on its capital stock and does not anticipate paying any cash dividends in the foreseeable future.

(b)

Movements in Common Stock

During the year ended December 31, 2025, the Company issued shares of Common Stock in connection with the following transactions:

●

In January 2025, in connection with the Company’s IPO which closed on December 16, 2024, TD Cowen, Barclays and Cantor (in their capacity as the underwriters’ representatives in the IPO) partially exercised the over-allotment option granted by the Company, pursuant to which the Company issued and sold an additional 78,481 shares of Common Stock at the purchase price of $6.00 per share for incremental gross proceeds of $0.5 million.

●

In March 2025, certain directors exercised a total of 289,500 stock options, resulting in the issuance of an aggregate 32,959 shares of Common Stock. Of these:

A portion of the options were net exercised, with the intrinsic value of the awards used to settle the exercise price and taxes. Shares withheld to facilitate net settlement were accounted for as share repurchases.

A portion of the options were exercised for cash, generating total cash proceeds of $114,833.

●

In March 2025, external investors exercised 10,000 stock options for $6.22 per share (A$10.00), for gross proceeds of $0.1 million.

●

Periodically through the year,1,314 unlisted stock options were exercised by employees (excluding directors and named executive officers). These options had a weighted average exercise price of $3.43 per share.

EQUITY (continued)

●

In October and November 2025, the Company completed private placement offerings of equity securities to certain investors. The Company issued (i)2,346,936 shares of Common Stock, each with an accompanying warrant (“U.S. Warrants”) to purchaseone share of Common Stock, at a price of $4.90 per share and warrant, and (ii)2,788,064 CDIs, each with an accompanying warrant (“CDI Warrants”) to purchaseone CDI, at a price of A$7.50 per CDI and warrant.

The U.S. Warrants and CDI Warrants (collectively the “Warrants”) were classified as equity instruments and were measured at fair value on the issuance date. The portion of the proceeds attributable to the Warrants has been recorded within additional paid‑in capital. The fair value allocated to the U.S. Warrants and CDI Warrants on issuance was $4.2 million and $5.1 million, respectively. These amounts represent the estimated fair value of the Warrants at the issuance dates and do not affect the par value of the underlying Common Stock. The Company will not recognize subsequent fair value changes for the Warrants given their equity classification.

The Common Stock and CDI private placements generated aggregate gross proceeds of approximately $25.2 million. The Common Stock offering closed on October 27, 2025, and the CDI offering closed on November 5, 2025. In connection with the transaction, the Company also issued 250,000 CDI warrants to the lead manager.

●

In December 2025, a total of 611,108 RSUs vested. Upon settlement, the Company issued 611,108 shares of Common Stock, of which 228,797 shares were withheld to satisfy employee payroll tax‑withholding obligations. The withheld shares were accounted for as share repurchases. Accordingly, the Company issued 382,311 shares upon settlement.

Subsequent to the end of the reporting period, the Company issued 55,652,173 shares of Common Stock. Refer to note 23 Subsequent Events for details.

During the year ended December 31, 2024 and prior to the reverse recapitalization, ATPL issued the following ordinary shares:

●

In January 2024,667 unlisted stock options issued under the Equity Plan (as defined below) were exercised. These options had an exercise price of $5.67 equivalent per share (A$8.60).

●

At various dates throughout the year, external investors exercised 403,000 unlisted stock options for $6.58 equivalent per share (A$10.00) for gross proceeds of $2.7 million.

●

In April 2024,1,000,000 new shares were issued to various sophisticated and professional investors at $14.74 equivalent per share (A$23.00) for gross proceeds of $14.7 million.

●

In July 2024,1,875,000 new shares were issued to various sophisticated and professional investors at $10.49 equivalent per share (A$16.00) for gross proceeds of $19.7 million.

●

In July 2024,41,000 new shares were issued to a consultant for services provided. The equivalent price per share was $10.49 (A$16.00).

In connection with the IPO and following completion of the reverse recapitalization in December 2024, ATGC issued 14,800,000 shares of Common Stock at a public offering price of $6.00 per share for gross proceeds of $88.8 million prior to underwriting discounts, commissions and other estimated offering expenses.

(c)

Equity-linked securities held by investors

As of December 31, 2025 and December 31, 2024, the Company had 9,942,398 and 6,797,806 equity-linked securities outstanding, respectively, consisting of warrants, stock options and RSUs, with varying exercise prices and expiration dates. Equity-linked securities issued as stock-based compensation are described in note 15 Stock-based Compensation. The remaining securities held by investors totaled 5,135,000 and 1,958,933 as of December 31, 2025 and 2024, respectively, all of which are exercisable for shares of Common Stock, with exercise prices ranging from $7.50 to $7.70 and expiration dates between October and November 2030.

As of December 31, 2025 and December 31, 2024, these securities hadno intrinsic value, as the exercise price exceeded the market price of the underlying shares. The weighted average exercise price of these stock options was $7.61 and $15.37 as of December 31, 2025 and December 31, 2024, respectively.

LOSS PER SHARE

The table below presents the computation of basic and diluted loss per share:

The Company reported net losses for all periods presented. As a result, the inclusion of any potentially dilutive shares of Common Stock would have been anti‑dilutive. Accordingly, stock options, RSUs, and warrants to purchase an aggregate of 9,942,398 shares of Common Stock were excluded from the calculation of diluted earnings per share. These instruments may have a dilutive effect on earnings per share in future periods.

Subsequent to the end of the reporting period, the Company issued 55,652,173 shares of Common Stock. Refer to note 23 Subsequent Events for details. The issuance of the additional shares of Common Stock has a material impact on the Company’s loss per share calculations. After the issuance, the basic and diluted loss per share for the year ended December 31, 2025 would have been $0.97 per share, reflecting a change of $1.58 per share.

The financial statements for the year ended December 31, 2025 do not reflect the effects of this issuance, which will be included in the financial statements for the subsequent period.

STOCK-BASED COMPENSATION

The Company grants stock-based compensation to directors, executive officers, employees and other service providers under the ATGC Equity Incentive Plan (the “Equity Plan”) which was established in December 2024. Stock awards, including restricted stock, RSUs, cash incentive awards, performance shares, performance units (“PSUs”), and other equity-based awards may be granted under the Equity Plan. No further grants will be made under the incentive plans previously maintained by ATPL.

As of December 31, 2025,2,610,662 shares of Common Stock remained available for issuance under the Equity Plan as incentive stock options (“ISO”), subject to the ISO sublimit. On January 1, 2026, the Equity Plan’s share reserve increased by an additional 2,576,113 shares pursuant to the Equity Plan’s evergreen provision.

Any references in the Equity Plan and this summary to “shares of Common Stock” may be read as a reference to a CDI or shares of Common Stock as the context reasonably requires.

The Company issues new shares upon the vesting of equity awards and permits net share settlement to satisfy employee tax withholding obligations. Shares withheld to satisfy tax obligations are accounted for as share repurchases.

(a)

Stock-based compensation expense

The following table presents the components and classification of stock-based compensation expense recognized for stock options, cash-settled stock-based payments rights (“SPP rights”), RSUs and shares of Common Stock issued to employees, directors and consultants:

As of December 31, 2025, there was $8.2 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted. That cost is expected to be recognized over a weighted-average period of 1.6 years.

(b)

Stock options

Stock options issued by the Company to employees, directors and consultants have been described below. Each stock option, when exercised, entitles the holder to subscribe for and be allottedone share of Common Stock in the Company. Stock options granted in fiscal year 2025 were under the Equity Plan.

In connection with the reverse recapitalization completed in December 2024, all outstanding ATPL equity awards were exchanged for equivalent awards in ATGC. The exchange did not change the fair value, vesting conditions, or other terms of the awards, and therefore did not result in modification accounting under ASC 718.

The key terms of the Company’s equity incentive plans, as they relate to stock options, include:

●

Stock options held by Australian employees have an AUD base currency and convert into CDIs. All other options held by non-Australian employees have a USD base currency and convert into shares of Common Stock;

●

The exercise prices of the stock options are determined by the Board in its absolute discretion. In prior periods, exercise prices were generally determined with reference to the 5-day or 20-day volume-weighted average price (“VWAP”) of the Company’s listed shares of Common Stock. The Company now uses the closing price of its Common Stock on the trading day immediately prior to the grant date;

●

Stock options vest inthree equal tranches on the completion of at least 12,24 and 36 months of continued service;

●

Stock options expire 5 or 10 years after the grant date;

●

All stock options expire on the earlier of their contractual expiration date or 90 days following the individual’s termination of the employment;

●

Stock options are unlisted and not transferable unless the Board in its absolute discretion agrees to a transfer;

●

Stock options carry no dividend rights or voting rights; and

●

If a change of control event occurs prior to the vesting of an award, then the Board may determine, in its absolute discretion, the treatment of the participant’s unvested awards and the timing of such treatment.

Director stock options

No stock options were issued to directors during the year ended December 31, 2025.

In March 2025, all outstanding stock options with share price performance hurdles held by directors (289,500 options at a weighted-average exercise price of $7.12) were exercised, resulting in the issuance of 32,959 shares of Common Stock. Refer to note 13 Equity. No stock options with share price performance hurdles remained outstanding as of December 31, 2025.

In June 2024, ATPL issued 475,000 stock options to directors at an exercise price of $15.34 equivalent (A$23.00) per share. These options expire after 5 years and vest inthree tranches on the completion of at least 12,24 and 36 months of continued service. In June 2025,50,000 unvested options were forfeited upon a director’s resignation in accordance with the original terms of the awards.

Employee stock options

The number of employee stock options issued during the years ended December 31, 2025 and 2024 was 52,750 and 166,700, respectively. These quantities exclude stock options issued to directors.

Consultant stock options and share grants

No stock options or shares were issued to consultants during the year ended December 31, 2025. In the prior year,41,000 shares were issued to a consultant as compensation for services provided.

During the year ended December 31, 2025, all outstanding stock options issued to consultants under stock-based payment arrangements, representing 1,000,000 options at a weighted-average exercise price of $12.12, expired unexercised. As a result, no consultant stock options were outstanding as of December 31, 2025.

Modification of Stock Options

In December 2025, the Company amended the terms of its outstanding stock options following approval by stockholders. Prior to the amendment, optionholders were required to pay the applicable exercise price in cash in order to exercise vested options and were generally responsible for any associated tax obligations at the time of exercise.

The amendment provides the Board with discretionary authority to (i) permit optionholders to exercise their vested options using a net exercise (cashless exercise) feature and (ii) allow net share withholding to satisfy the tax liabilities incurred upon exercise. Under the net exercise feature, the Company issues a reduced number of shares by withholding shares with a value equal to the applicable exercise price at exercise. Under the net share‑withholding feature, the Company may also withhold shares with a value equal to the employee’s tax obligation at exercise. All shares withheld in connection with these features are accounted for as share repurchases.

The amendments did not modify the vesting conditions, contractual term, or other substantive terms of the options. The modification did not change the classification of the awards and did not result in any incremental fair value, as the fair‑value‑based measure of the options immediately before and after the modification was substantially the same. Accordingly, no additional stock‑based compensation expense was recognized in connection with the modification.

Service-based stock options held by employees and directors

The number and weighted-average exercise prices of service-based stock options (employee and director options), excluding those with share price performance hurdles, under stock-based payment arrangements were as follows:

A change of control event is a non-market condition which has not been taken into consideration in the valuation of the options. A change of control event was not considered probable as of December 31, 2025.

Fair value of stock options

The Company uses the Black-Scholes model to determine the fair value of stock options at the grant date. Determining the fair value of these awards requires management to make estimates and assumptions, including projected employee stock option exercise behaviors, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate over the expected term.

The following table presents the fair value of stock-based payments options granted to directors during the year and the inputs used in the Black-Scholes model.

In connection with the Common Stock and CDI private placement that closed in late 2025, the lead manager received 250,000 CDI warrants as consideration for services rendered. The CDI warrants were measured at fair value on the grant date and accounted for as equity‑settled share‑based compensation, with the corresponding amount capitalized as a cost of the capital raise and recorded as a reduction of equity.

The following table provides the weighted average fair value of options granted to employees during the year and the related weighted average inputs (based on number of options granted) used in the Black-Scholes model.

The following table summarizes the status of Anteris’ non-vested service-based stock options:

(c)

Share Price Performance Rights (Cash-settled)

The Share Price Performance Plan provides employees with the right to receive cash payments calculated by considering the rise in Anteris’ share price from the base price specified at grant date. The SPP rights expire after 5 years. There aretwo types of arrangements:

●

Service based conditions: employees have the right to receive cash payments after 1,2 and 3 years from the grant date subject to the holder still being employed by the Group. The cash payments are calculated by considering the rise in Anteris’ share price from the base price to the vesting date.

●

Service and performance conditions: the SPP rights are divided into three equal tranches which vest and become exercisable on the earlier of the achievement of specified share price hurdles and the completion of 3 years of service. The cash payments are calculated by considering the rise in Anteris’ share price from the base price to the exercise date.

The following table summarizes the SPP rights activity during the year:

Fair value of SPP

The Company uses the Black-Scholes model to determine the fair value of SPP rights at the grant date. Because SPP rights are liability‑classified, their fair value is subsequently remeasured at each reporting date using the Black‑Scholes model.

The inputs used in the measurement of the fair values at reporting date of the SPP rights were as follows:

(d)

RSU

RSUs generally vest over 3 years, with compensation cost, adjusted for estimated forfeitures, being recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. Certain non‑employee directors, as defined by Rule 16b-3 promulgated under the Exchange Act, receive annual grants of RSUs that vest on the earlier of (i) the first anniversary of the grant date and (ii) the date of the next annual meeting of stockholders, subject to continued service through the vesting date. RSUs are not considered issued or outstanding Common Stock. Dividend equivalent units are accumulated on RSUs during the vesting period and are subject to the same restrictions on transferability as the underlying RSUs.

The following table summarizes the RSU activity during the year:

Fair Value of RSUs

The fair value of the RSUs is based on the market value of the Common Stock on the date of grant.

The weighted-average grant date fair value of RSUs granted was $4.16 per RSU during the year ended December 31, 2025 and $6.00 per RSU during the year ended December 31, 2024. The fair value of the RSUs was determined based on the market price of the Common Stock on the grant date, which represents the fair value of the underlying shares.

During the year, the Company issued RSUs to directors that had been contingently granted in December 2024. Although the indicative fair value at that date was $6.00 per RSU based on the then‑current market price of the Common Stock, the awards were not recognized until stockholder approval was obtained, in accordance with ASC 718. Upon approval, the grant‑date fair value was measured at $4.46 per RSU, based on the market price of the Common Stock on the approval date, which represents the grant date for accounting purposes.

(e)

Other information

The following table summarizes the Company’s cash flows and other information related to stock‑based payment awards for the year.

In connection with the Common Stock and CDI private placement that closed in late 2025, the lead manager received 250,000 CDI warrants as consideration for services rendered. The CDI warrants were measured at fair value on the grant date and accounted for as equity-settled share-based compensation, with the corresponding amount capitalized as a reduction of equity.

VARIABLE INTEREST ENTITY

The Company has agreed to provide certain development services to v2vmedtech in exchange for equity in v2vmedtech. We provide engineering, clinical, regulatory, marketing, and executive management resources, but excluding medical and chief medical officer services, in connection with v2vmedtech’s development of an innovative heart valve repair device utilizing a transcatheter edge-to-edge repair method for a minimally invasive treatment of mitral and tricuspid valve regurgitation, also known as leaky valve.

The Company has determined that v2vmedtech is a VIE under ASC 810 and that the Company is the primary beneficiary because it has the power to direct the activities that most significantly affect v2vmedtech’s economic performance, primarily through appointing and holding a majority of the v2vmedtech’s board of directors, and has the right to receive certain benefits or the obligation to absorb losses that could potentially be significant to v2vmedtech through equity ownership. Therefore, the Company consolidates v2vmedtech and reassesses its primary‑beneficiary status at each reporting date.

Our involvement with v2vmedtech affects our financial position through the inclusion of these assets and liabilities, and affects our cash flows through the consolidation of its operating cash flows. Because v2vmedtech is an early‑stage R&D medical technology company, our involvement exposes us to risks primarily related to funding ongoing research activities and absorbing losses from its operations. These risks have not materially changed during the period.

The Company provides non-reciprocal contributions to fund R&D.

The following table presents the assets and liabilities for VIE:

Included in other current liabilities is a loan from the Company, with is v2vmedtech’s parent entity, amounting to $14,969 as of December 31, 2025, and $20,798 as of December 31, 2024. This loan has been provided to support v2vmedtech’s working capital needs. It is unsecured and repayable on demand. This balance is eliminated in the condensed consolidated financial statements. Other than the initial capital contributions of other stockholders of v2vmedtech, v2vmedtech is wholly financed by the Group. In exchange for v2vmedtech equity interests, the Group contributed $2.6 million and $2.4 million to v2vmedtech to finance its operations during the years ended December 31, 2025 and December 31, 2024, respectively.

Non-controlling Interests

Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to the parent company. The Group uses the Hypothetical Liquidation at Book Value (“HLBV”) approach to measure the non-controlling interests. Under HLBV, the non-controlling interests are calculated as the amount that would be paid to non-controlling interest holders upon a hypothetical liquidation of the entity at book value as of the reporting date.

The Company recognizes non-controlling interests related to v2vmedtech and provides a roll forward of the non-controlling interests balance, as follows (in thousands):

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the components of Accumulated Other Comprehensive Loss:

No income taxes have been allocated to the translation adjustments.

RELATED PARTY TRANSACTIONS

Parent entities

The accounting parent entity of the Group is ATPL. The legal parent entity within the Group is ATGC.

Subsidiaries

The Company provides financial support to its subsidiaries from time to time when required, including letters of support.

The Group continues to consolidate v2vmedtech. The Group acquired a 30% interest of v2vmedtech in 2023 and accounts for this interest as a variable interest entity for which the Company is the primary beneficiary (see Note 16 Variable Interest Entity).

There were no material changes in the Company’s ownership interests in subsidiaries during the year ended December 31, 2025.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2025 the Group had commitments to purchase $0.1 million of plant and equipment, as compared to $0.3 million at December 31, 2024.

Anteris is involved in various ongoing proceedings arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters.

Contingent liabilities

The Group records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice.

SEGMENT REPORTING

(a)

Description of segments

Segment information is presented using a management approach, meaning that segment information is provided on the same basis as information is used for internal reporting purposes by the CODM which is the Vice Chairman and Chief Executive Officer, who makes key strategic decisions. The CODM is responsible for the allocation of resources and assessing the performance of the Group. Management has determined that the activities of the business as reviewed by the CODM areone segment, being the development and commercialization of the ADAPT® anti-calcification tissue. This is focused on the DurAVR® THV System.

(b)

Segment information

The revenue and cost information relating to all of the ADAPT® products including both the DurAVR® THV System and regenerative tissue products are regularly reviewed by the CODM on an aggregate basis.

The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. As a single reportable segment entity, the Company’s segment performance measure is net income/(loss).

Other segment items include operating expenses and income and expense items that are not separately disclosed and are included in the measure of segment net loss. These amounts primarily consist of cost of revenues, selling, general and administrative expenses, stock‑based compensation, and other income and expense items.

The Company’s segment net loss is the same as its consolidated net loss, and there are no reconciling items between segment results and consolidated results.

No detailed asset information by reportable segment has been reported given that the single segment’s information is already presented in the consolidated balance sheets. Refer to the consolidated statements of cash flows for significant non-cash items and total expenditure for additions of long-lived assets.

SEGMENT REPORTING (continued)

(c)

Geographic information

Segment revenues (net sales) have been based on the geographic location of the customers taking possession of the products. Geographic long-lived assets are attributed to the country based on the physical location of the assets.

(d)

Major customers

The following table summarizes revenues from major customers that individually accounted for 10% or more of the Company’s total revenues during the years ended December 31, 2025 and 2024:

Amounts outstanding from these customers at reporting date were less than $0.1 million as of December 31, 2025, and $0.2 million as of December 31, 2024.

VALUATION AND QUALIFYING ACCOUNTS

Allowance for doubtful accounts

The allowances for doubtful accounts deductions represent accounts receivable which have been written off. The Group’s revenues are primarily derived fromtwo external customers, both of which have no recent history of default. As of December 31, 2025 and 2024, no trade receivables were expected to default.

Inventory reserve

When applicable, the Group maintains reserves for excess or slow-moving inventory, and inventory which is obsolete, damaged, nearing its expiration date, or slow moving. Estimates are made regarding the future recoverability of the costs of these products and record provisions based on historical experience, expiration of sterilization dates and expected future trends. At December 31, 2025 and 2024, it was determined thatno provisions for reserves were required.

Deferred tax asset valuation allowance

The deferred tax asset valuation allowances are provided for all deferred tax assets that are not be recognized due to insufficient future taxable income. Amounts charged to other accounts includes valuation allowance movements which are recorded in other comprehensive income as a part of foreign currency translation adjustments.

DEED OF CROSS GUARANTEE

ATGC and ATPL (ACN 088 221 078) are party to a deed of cross guarantee dated December 20, 2024 (“Deed”). The Deed remained in place throughout the year ended December 31, 2025, and there were no changes to the parties to the Deed during that period. The Company did not rely on the reporting relief available under the Deed for the year ended December 31, 2025. The Deed was entered into in prior periods for Australian statutory reporting purposes; however, the Company did not rely on the reporting relief available under the Deed for the year ended December 31, 2025, and the Deed had no impact on the preparation or presentation of these consolidated financial statements.

SUBSEQUENT EVENTS

Management has evaluated the impact of subsequent events through to February 25, 2026.

2026 Public Offering

On January 22, 2026, the Company completed an underwritten public offering (the “2026 Public Offering”) of 40,000,000 shares of its Common Stock, which included the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $5.75 per share. The 2026 Public Offering generated gross proceeds of approximately $230.0 million, prior to deducting underwriting discounts and commissions and estimated offering expenses.

The 2026 Public Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-292565), which was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on January 8, 2026, and a prospectus supplement dated January 20, 2026.

Medtronic Private Placement

On January 20, 2026, the Company entered into a stock purchase agreement with Covidien Group S.à r.l. (“Covidien”), a wholly owned subsidiary of Medtronic plc (together with Covidien, “Medtronic”), pursuant to which the Company issued and sold to Medtronic 15,652,173 shares of Common Stock at a purchase price of $5.75 per share (the “Medtronic Private Placement”). The Medtronic Private Placement closed on January 22, 2026, immediately after the completion of the 2026 Public Offering, and generated gross proceeds of approximately $90.0 million, before deducting placement agent fees and estimated offering expenses.

The issuance and sale of the shares of Common Stock to Medtronic in the Medtronic Private Placement was not registered under the Securities Act and were issued and sold in reliance on the exemption provided by Section 4(a)(2) of the Securities Act.

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