Form 424B3 Anteris Technologies

April 30, 2026 6:18 AM EDT
Filed pursuant to Rule 424(b)(3)
Registration No. 333-291821
 
Prospectus Supplement No. 2
(To Prospectus dated March 13, 2026)
 
 
This prospectus supplement updates, amends and supplements the prospectus, dated March 13, 2026 (the “Prospectus”), which forms part of our Registration Statement on Form S-1 (Registration No. 333-291821) relating to up to 9,103,796 shares of our common stock, par value $0.0001 per share (“Common Stock”), which may be offered for sale by the selling stockholders identified under the heading “Selling Stockholders” in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information contained in the Prospectus with information contained in our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on April 29, 2026 (the “Current Report”).  Accordingly, we have attached the Current Report to this prospectus supplement.
 
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
 
Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” in the Prospectus and in the documents incorporated by reference in the Prospectus.
 
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be offered pursuant to the Prospectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus supplement is April 30, 2026.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026


Anteris Technologies Global Corp.
(Exact name of registrant as specified in its charter)


Delaware
001-42437
99-1407174
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

Toowong Tower, Level 3, Suite 302
9 Sherwood Road
Toowong, QLD
Australia
  
4066
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code: +61 7 3152 3200

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share
  
AVR
  
The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 1.02
Termination of a Material Definitive Agreement.
 
On April 28, 2026, Anteris Technologies Global Corp., through its wholly owned subsidiary, Anteris Technologies Corporation (the “Company”), notified v2vmedtech, inc. (“v2v”) of its election to discontinue additional development contributions under the Contribution and Stock Purchase Agreement dated April 18, 2023 (the “Agreement”).
 
The Company’s election occurred following completion of Stage 1 and during Stage 2 of the development program contemplated by the Agreement.
 
Pursuant to the Agreement as a result of providing the notice referenced above:
 
•
The Company is required to pay a break fee of $400,000 to v2v, which will be used by v2v for continued development of the technology.
 
•
The Company has no further obligation to make additional development contributions under the Agreement.
 
•
The initial shareholders of v2v have the right, at their election, to either:
 

 o
acquire all of the Company’s equity interest in v2v for an amount equal to the Company’s aggregate contributions to date, or
 

 o
reduce the Company’s equity interest in v2v to a capped minority ownership percentage as specified in the Agreement.
 
v2v has not informed the Company as to which option it intends to pursue.
 
In addition, as a result of the termination of the Company’s obligation to make further development contributions to v2v under the Agreement, the Development Agreement by and between the Company, dated as April 18, 2023 (the “Development Agreement”), will terminate upon the payment of the $400,000 break fee.
 
The Company does not expect the discontinuation of contributions under the Agreement and the termination of the Development Agreement to have a material adverse effect on its consolidated financial position or liquidity.
 
Forward‑Looking Statements

This announcement contains forward-looking statements, including those regarding v2v’s expected use of the break fee, the initial shareholders of v2v’s election options, and the expected impact of the discontinuation of contributions on Anteris’ consolidated financial position or liquidity. Forward-looking statements include all statements that are not historical facts. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “target,” “aim,” “strategy,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described under “Risk Factors” in Anteris’ Annual Report on Form 10-K for the fiscal period ended December 31, 2025 that was filed with the Securities and Exchange Commission and ASX. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, Anteris does not assume any obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Anteris Technologies Global Corp.
   
Date: April 29, 2026
    
     
 
By:
/s/ Wayne Paterson
 
Name:
Wayne Paterson
 
Title:
Vice Chairman and Chief Executive Officer


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