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AVITA Medical, Inc.

For the period ended Dec 31, 2025. Filed Feb 12, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 12, 2026

RCEL$16.59+5.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31,2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:001-39059

(Exact name of registrant as specified in its charter)

Delaware85-1021707
(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.)

28159 Avenue Stanford

Suite 220

Valencia, CA 91355

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (661)367-9170

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchangeon which registered
Common Stock, par value $0.0001 per shareRCELNasdaq Capital Market

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has selected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant was approximately $138,669,045 on June 30, 2025, using the closing price on June 30, 2025 of $5.29.

The number of shares of the registrant’s $0.0001 par value common stock outstanding as of February 6, 2026 was 30,631,794.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on June 3, 2026, are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTS1
PART 12
Item 1.Business2
Item 1A.Risk Factors12
Item 1B.Unresolved Staff Comments26
Item 1CCybersecurity26
Item 2.Properties27
Item 3.Legal Proceedings27
Item 4.Mine Safety Disclosures27
PART II28
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28
Item 6.[Reserved]28
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29
Item 7A.Quantitative and Qualitative Disclosures About Market Risk42
Item 8.Financial Statements and Supplementary Data42
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure42
Item 9A.Controls and Procedures42
Item 9B.Other Information42
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections42
PART III43
Item 10.Directors, Executive Officers and Corporate Governance43
Item 11.Executive Compensation50
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters55
Item 13.Certain Relationships and Related Party Transactions, and Director Independence55
Item 14.Principal Accounting Fees and Services55
PART IV57
Item 15.Exhibits, Financial Statement and Schedules57
SIGNATURES61

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