Anteris Technologies Global Corp.

DESCRIPTION OF BUSINESS

The principal activities of Anteris Technologies Global Corp. (“ATGC,” “Anteris,” “Company,” “we,” “us,” or “our”) include:

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Continued research and development (“R&D”) of the DurAVR® Transcatheter Heart Valve (“THV”), consisting of a single-piece biomimetic valve made with our proprietary ADAPT® tissue-enhancing technology and deployed with our ComASUR® balloon-expandable delivery system (the “ComASUR® Delivery System”), designed 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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Advancing the DurAVR® THV clinical program, including ongoing patient recruitment and data collection for the randomized global pivotal study (the “PARADIGM Trial”), expansion into additional geographies, and continued site activation and training. Data from the PARADIGM Trial is intended to support a Premarket Approval (“PMA”) application in the United States and a parallel CE Mark approval in Europe. These are key milestones on the path to commercialization.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). These policies have been consistently applied to all the periods presented, unless otherwise stated. The accompanying condensed consolidated financial statements of the Company are unaudited. In the opinion of management, all adjustments necessary for a fair statement of results of operations, cash flows, and financial position have been made. The results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of results that may be expected for the full year or any other subsequent interim period.

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.

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and may elect to use the extended transition period provided under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) for complying with new or revised accounting standards applicable to public companies. The Company expects to cease qualifying as an EGC beginning with its Annual Report on Form 10-K for the year ending December 31, 2026. As a result, certain EGC accommodations will no longer be available.

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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.

The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those adopted and disclosed in the Group’s (defined below) financial statements for the year ended December 31, 2025, except for the adoption of certain accounting standards impacting disclosures only, as discussed below. These condensed consolidated financial statements do not include all information and footnote disclosures normally included in the annual consolidated financial statements. The financial information included herein should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2025 as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “Annual Report”).

(a)

Principles of consolidation

The condensed consolidated financial statements include the accounts of ATGC, its wholly-owned subsidiaries, and entities for which the Company has a controlling financial interest. 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.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b)

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 and primarily requires further disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. As an EGC, the Company elected to apply the extended transition period and will adopt ASU 2023‑09 for the year ending December 31, 2026. The ASU impacts annual disclosure requirements only and did not have an impact on the Company’s condensed consolidated financial statements. The Company will apply the disclosure requirements prospectively beginning with the year ending December 31, 2026.

(c)

New Accounting Standards Not Yet Adopted

The FASB has issued several new accounting pronouncements during the first nine months of 2026. The Company has determined that there are no new accounting pronouncements issued but not yet adopted that would have a material impact on the Company's financial position, results of operations, or cash flows.

For further details on new accounting pronouncements issued in prior years but not yet adopted, refer to Note 2(y) in the consolidated financial statements for the year ended December 31, 2025 as included in the Annual Report.

INCOME TAX

The Company’s provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that period. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on its deferred tax assets as it is more likely than not that some, or all, of the Company’s deferred tax assets will not be realized. Income tax expense for the nine months ended September 30, 2026 includes a discrete tax expense related to a Swiss withholding tax settlement arising from a prior‑period tax audit, partially offset by a reimbursement of withholding tax recoverable during the third quarter of 2026.

Deferred tax assets and liabilities are determined based upon the differences between the unaudited condensed consolidated financial statements carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company has provided a full valuation allowance against the net deferred tax assets as the Company has determined that it was more likely than not that the Company would not realize the benefits of net deferred tax assets.

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(1)

Consisted primarily of money market deposits, treasury bills and term deposits. The Company considers all short-term, highly liquid investments, that are readily convertible to known amounts of cash and with original maturities of three months or less to be cash equivalents.

(2)

Non-current restricted cash includes $3.5 million classified as a non-current asset as of September 30, 2026, relating to cash collateral held in a restricted deposit account supporting a standby letter of credit associated with a property lease.

ACCRUED AND OTHER LIABILITIES

LEASES

In April 2026, the Company, through a wholly owned subsidiary, entered into a lease agreement for office and warehouse space located in Brooklyn Park, Minnesota. The lease commenced on September 1, 2026 and was classified as an operating lease. Upon commencement, the Company recognized a right-of-use asset and corresponding lease liability of approximately $13.4 million. The lease liability was measured using a discount rate of 10.0%.

Refer to Note 11 Commitments and Contingencies, for information regarding the standby letter of credit associated with the lease.

EQUITY

Share Capital

For information on the pertinent rights and privileges of the Company’s outstanding shares, refer to Note 13 Equity in the audited consolidated financial statements for the year ended December 31, 2025 as included in the Annual Report.

The following issuances of Common Stock occurred during the nine months ended September 30, 2026:

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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 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 SEC and declared effective on January 8, 2026, and a prospectus supplement dated January 20, 2026.

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On January 20, 2026, the Company entered into a stock purchase agreement with Covidien Group S.à r.l. (“Medtronic”), a wholly owned subsidiary of Medtronic plc, 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 the shares were issued and sold in reliance on the exemption provided by Section 4(a)(2) of the Securities Act.

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During the three months ended June 30, 2026, a total of 182,011 RSUs vested, including 35,160 RSUs held by directors. Upon settlement,25,565 shares of Common Stock were withheld to satisfy employee payroll tax‑withholding obligations and were accounted for as share repurchases. As a result, the Company issued 156,446 shares of Common Stock upon settlement.

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In June 2026, Mr. McDonnell exercised 62,001 stock options with a weighted-average exercise price of $6.28 per share of Common Stock. Upon exercise,39,595 sharesof Common Stock were withheld under a net settlement arrangement to satisfy the exercise price and were accounted for as share repurchases. As a result, the Company issued 22,406 shares of Common Stock to Mr. McDonnell upon exercise.

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During the three months ended September 30, 2026, a total of 3,998 RSUs vested. Upon settlement,715 shares of Common Stock were withheld to satisfy employee payroll tax‑withholding obligations and were accounted for as share repurchases. As a result, the Company issued 3,283 shares of Common Stock upon settlement.

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During the three months ended September 30, 2026,113,000 stock options were exercised, including 60,000 stock options exercised by Mr. St Denis (director and named executive officer). The options exercised had a weighted average exercise price of $5.61 per share of Common Stock. Upon exercise,80,828 shares of Common Stock were withheld under a net settlement arrangement to satisfy the exercise price andemployee payroll tax‑withholding obligations andwere accounted for as share repurchases. As a result, the Company issued 32,172 shares of Common Stock upon settlement.

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During the three months ended September 30, 2026, investors exercised 47,068 CDI warrants for$7.93 per share (AUD $11.50) raising $0.4 million.

For the comparable nine-month period ended September 30, 2025, the Company issued:

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In January 2025, following the Company’s IPO, the underwriters partially exercised the over-allotment option, resulting in the issuance of 78,481 shares of Common Stock at $6.00 per share, for gross proceeds of $0.5 million.

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In March 2025, certain directors exercised 289,500 stock options, resulting in the issuance of 32,959 shares of Common Stock, including both net-settled and cash-settled exercises, with cash proceeds of $0.1 million.

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

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During the three months ended March 31, 2025,831 unlisted stock options were exercised by employees (excluding directors and named executive officers). These options had a weighted average exercise price of $3.99 per share.

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During the three months ended June 30, 2025,283 unlisted stock options were exercised by employees (excluding directors and named executive officers). These options had a weighted average exercise price of $2.39 per share.

LOSS PER SHARE

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

STOCK-BASED COMPENSATION

(a)

Stock-based compensation expense

The following table presents the components and classification of stock-based compensation expense recognized for stock options, share price performance (“SPP”) rights, cash incentive units (“CIUs”), restricted stock units (“RSUs”) and shares of Common Stock issued to employees and directors:

As of September 30, 2026, there was $10.4 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 1.5 years.

(b)

Stock-based awards activity

Stock options

The following table summarizes stock option activity for employees and directors during the three and nine months ended September 30, 2026 and 2025:

(1)

In August 2026,60,000 stock options held by a director and named executive officer were exercised, resulting in the issuance of 14,928 shares of Common Stock.

(2)

In March 2025,289,500 stock options held by directors were exercised, resulting in the issuance of 32,959 shares of Common Stock.

STOCK-BASED COMPENSATION (continued)

RSUs

The following table summarizes RSU activity for employees and directors during the three and nine months ended September 30, 2026 and 2025:

(1)

In June 2026,35,160 RSUs held by directors vested and were settled, resulting in the issuance of 35,160 shares of Common Stock.

SPP rights

No SPP rights were granted during the three or nine months ended September 30, 2026 or 2025. The carrying amount of the SPP liabilities was $1.3 million and $0.3 million as of September 30, 2026 and December 31, 2025, respectively.

On September 13, 2026,283,336 service-based SPP rights were forfeited and cancelled as the share price on the vesting date was less than the base price.

CIUs

During the nine months ended September 30, 2026, the Company granted 55,804 CIUs, all of which were granted during the second quarter of 2026. The carrying amount of the CIU liabilities was $0.2 million as of September 30, 2026. No CIUs were granted during the three or nine months ended September 30, 2025.

(c) Fair Value Disclosures

Stock options

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

RSUs

The weighted-average grant date fair value of RSUs granted during the three and nine months ended September 30, 2026 was $8.35 and $7.69 per RSU, respectively. The weighted-average grant date fair value of RSUs granted during the three and nine months ended September 30, 2025 was $3.80 and $3.46 per RSU, respectively. The fair value of the RSUs was determined based on the market value of the Company’s Common Stock on the grant date, which represents the fair value of the underlying shares.

STOCK-BASED COMPENSATION (continued)

SPP rights

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

INVESTMENT IN V2VMEDTECH

In April 2026, the Company elected to discontinue further development contributions to v2vmedtech, inc. (“v2vmedtech”) under its Contribution and Stock Purchase Agreement. As a result of this election, the related development agreement was terminated and the Company ceased providing funding and development activities to v2vmedtech.

Following termination of the development agreement, the Company reassessed its consolidation conclusions relating to v2vmedtech under ASC 810, considering the termination of its funding obligations, the cessation of executive management involvement and changes in v2vmedtech’s operational activities. Based on this reassessment, the Company concluded that v2vmedtech no longer meets the definition of a variable interest entity and subsequently assessed its controlling financial interest under the voting interest entity model of ASC 810.

As of September 30, 2026, the Company owned approximately 30% of the outstanding voting interests of v2vmedtech and retained the right to appointtwo of thethree members of the v2vmedtech board of directors. As a result of these governance rights, the Company continued to have a controlling financial interest in v2vmedtech and therefore continued to consolidate v2vmedtech in its condensed consolidated financial statements. The Company will reassess its consolidation conclusion whenever facts and circumstances indicate that a change in control may have occurred.

COMMITMENTS AND CONTINGENCIES

As of September 30, 2026, the Group had commitments to purchase $0.4 million of plant and equipment, compared to $0.1 million at December 31, 2025.

The Company is involved in various ongoing proceedings arising in the normal course of business, including proceedings related to product, labor, intellectual property and other matters. Management does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows.

The Company is required to maintain a $3.5 million irrevocable standby letter of credit securing its obligations under the lease of its Brooklyn Park, Minnesota facility. The amount of the letter of credit may be reduced upon satisfaction of certain contractual milestones. The letter of credit is collateralized by $3.5 million of restricted cash, which is classified as a non-current asset in the condensed consolidated balance sheet and is set to expire on April 21, 2027, subject to automatic annual renewal unless notice of non-extension is provided by the issuing bank.

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 chief operating decision maker (the “CODM”) which is the Company’s 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 DurAVR® THV System which includes the ADAPT® anti-calcification tissue.

SEGMENT REPORTING (continued)

(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 Condensed 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 or loss.

No detailed asset information by reportable segment has been reported given that the single segment’s information is already presented in the Condensed Consolidated Balance Sheets. Refer to the Condensed Consolidated Statements of Cash Flows for significant non-cash items and total expenditure for additions of long-lived assets.

(c)

Geographic information

Segment revenues (net sales) have been based on the geographic location of the customers taking possession of the products.

(d)

Major customers

The following table summarizes revenues from major customers that individually accounted for 10% or more of the Company's total revenues.

The total amounts outstanding from these customers were $0.2 million and $28 thousand as of September 30, 2026 and December 31, 2025, respectively.

Item 2.