Private Placement (Form 8-K)

The information contained in Item 8.01 below with respect to the Additional Securities (as defined below) is incorporated by reference in this Item 3.02.

As previously disclosed, on October 23, 2025 (October 24, 2025 AEST), Anteris Technologies Global Corp. (the "Company") entered into (i) subscription agreements (the "Subscription Agreements") with certain investors, pursuant to which the Company agreed to sell 2,244,896 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), and accompanying five-year warrants (the "Common Stock Warrants") to purchase 2,244,896 shares of Common Stock at a price of US$4.90 per share of Common Stock and accompanying Common Stock Warrant (the "Common Stock Offering"), and (ii) confirmation letters (the "Confirmation Letters") with certain investors, pursuant to which the Company agreed to sell 2,788,064 CHESS Depositary Interests ("CDIs") and accompanying five-year warrants (the "CDI Warrants") to purchase 2,788,064 CDIs at a price of A$7.50 per CDI and accompanying CDI Warrant (the "CDI Offering" and, together with the Common Stock Offering, the "Offering"). Each of the Common Stock Warrants and the CDI Warrants are exercisable commencing six months following the date of issuance.

On October 24, 2025, as part of the Common Stock Offering, the Company entered into Subscription Agreements with additional investors, pursuant to which it agreed to sell an additional 102,040 Shares of Common Stock (the "Additional Shares") and accompanying Common Stock Warrants (the "Additional Common Stock Warrants" and, together with the Additional Shares, the "Additional Securities") at the same price and on the same terms as the other Shares and Common Stock Warrants sold in the Common Stock Offering. The registration statement that the Company will file with the Securities and Exchange Commission covering the covering the resale of the Shares, the shares of Common Stock issuable upon exercise of the Common Stock Warrants, the shares of Common Stock underlying the CDIs issued in the CDI Offering, and the shares of Common Stock underlying the CDIs issuable upon exercise of the CDI Warrants will also cover the resale of the Additional Shares and the shares of Common Stock issuable upon exercise of the Additional Common Stock Warrants.

The Additional Securities were issued and sold without registration under the Securities Act, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, including under Rule 506 of Regulation D promulgated thereunder.

On October 27, 2025, the Company closed the Common Stock Offering (including, for the avoidance of doubt, with respect to the Additional Securities) and issued an aggregate of 2,346,936 Shares and Common Stock Warrants to purchase an aggregate of 2,346,936 shares of Common Stock. The Company received approximately US$11.5 million in gross proceeds from the Common Stock Offering.