Anteris Technologies Global Corp美股招股说明书(2025-12-11版)

This prospectus relates to the offer and sale from time to time, on a resale basis, by the selling stockholdersidentified herein (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”), or their permittedtransferees, of up to 9,103,796 shares of the common stock, par value $0.0001 per share (“Common Stock”), ofAnteris Technologies Global Corp., a Delaware corporation (the “Company”), consisting of (i) 2,346,936 sharesof Common Stock that are issued and outstanding (the “Shares”), (ii) 2,346,936 shares of Common Stock(“Common Stock Warrant Shares”) issuable upon exercise of warrants to purchase Common Stock (“CommonStock Purchase Warrants”), (iii) 2,079,962 shares (the “CDI Shares”) of Common Stock underlying issued andoutstanding CHESS Depositary Interests (“CDIs”) and (iv) 2,329,962 shares of Common Stock (“CDI WarrantShares”) underlying CDIs to be issued upon exercise of warrants to purchase CDIs (“CDI Warrants” and, togetherwith the Common Stock Warrants, the “Warrants”). For more information on the Selling Stockholders, see thesection entitled “Selling Stockholders.” The Selling Stockholders may offer, sell or distribute all or a portion of the shares of Common Stock herebyregistered publicly or through private transactions at prevailing market prices, prices related to prevailing marketprices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of ourCommon Stock by the Selling Stockholders. However, we may receive up to approximately $40.4million inaggregate gross proceeds upon exercise of the Warrants. We will bear all costs, expenses and fees in connectionwith the registration of our Common Stock. The Selling Stockholders will bear all commissions, discounts andcertain other limited expenses, if any, attributable to their respective sales of our Common Stock. The Selling Stockholders may offer and sell the shares of Common Stock covered by this prospectus in anumber of different ways and at varying prices. We provide more information about how the Selling Stockholdersmay sell the shares of Common Stock covered by this prospectus in the section entitled “Plan of Distribution.” Our Common Stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “AVR.” Our CDIstrade on the Australian Securities Exchange (the “ASX”) under the symbol “AVR.” On December 10, 2025, theclosing price for our Common Stock on Nasdaq was $5.33 per share. Investing in our Common Stock involves a high degree of risk. See the section titled “Risk Factors”beginning on page5of this prospectus and in the documents incorporated by reference in this prospectus for adiscussion of the factors you should carefully consider before buying our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation tothe contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCONVENTIONS WHICH APPLY IN THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE COMPANY1THE OFFERING4RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY9DESCRIPTION OF CAPITAL STOCK10THE PRIVATE PLACEMENT17SELLING STOCKHOLDERS18PLAN OF DISTRIBUTION21LEGAL MATTERS23EXPERTS23LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S LIABILITY23WHERE YOU CAN FIND MORE INFORMATION23INCORPORATION BY REFERENCE24 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-1 that we filed with the Securities and ExchangeCommission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the SellingStockholders may, from time to time, offer and sell, on a resale basis, the shares of Common Stock described in thisprospectus in one or more offerings. The Selling Stockholders may use the shelf registration statement to sell up toan aggregate of 9,103,796 shares of Common Stock from time to time through any means described in the sectionentitled “Plan of Distribution.” We will not receive any proceeds from the sale by the Selling Stockholders of theshares of Common Stock offered by them described in this prospectus, except with respect to up to approximately$40.4million in aggregate gross proceeds upon exercise of the Warrants. A prospectus supplement may also add, update or change information included in this prospectus. Anystatement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectusto the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Anystatement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statementso superseded will be deemed not to constitute a part of this prospectus. You should rely only on the informationcontained