8-K: Anteris Secures Key ASX Waiver for Capital Flexibility

Anteris Technologies Global Corp. has received an ongoing waiver from ASX Listing Rule 7.1, granting it greater flexibility for future securities issuance and capital raising without immediate shareholder approval.

Summary

• Anteris Technologies Global Corp. (Anteris) has been granted an ongoing waiver from ASX Listing Rule 7.1 by the Australian Securities Exchange (ASX).
• This waiver allows Anteris to issue securities without requiring stockholder approval under ASX Listing Rule 7.1, which typically restricts ASX-listed entities from issuing more than 15% of their issued share capital over a 12-month period without such approval.
• The primary purpose of the ASX Waiver is to provide Anteris with enhanced flexibility for evaluating financing options and executing capital raising transactions, aligning its capabilities with those of United States public companies that are not subject to similar 15% limitations.
• The waiver is contingent upon several conditions, including Anteris's continued compliance with Nasdaq Listing Rules and relevant United States federal and state securities laws concerning new security issuances.
• A special resolution of Anteris's stockholders, requiring an affirmative vote of 75% of votes cast, must approve the grant of this ASX Waiver.
• Once approved by stockholders, the ASX Waiver will remain in effect for a period of three years.
• Anteris is required to include a summary of the ASX Waiver in its full-year financial statements provided to the ASX and must immediately inform the ASX of any changes to Nasdaq Listing Rules or US federal/state securities laws regarding security issuances, or if it ceases to comply with these requirements.
• The ASX retains the right to revoke the waiver if Anteris fails to meet any of the specified conditions, if Nasdaq Listing Rules related to new security issuances change, or if ASX's policy settings regarding security holder approval requirements are altered.

Sentiment

Score: 8

Explanation: The waiver significantly enhances the company's financial flexibility and strategic options for capital raising, which is a strong positive for future growth and operations, despite requiring shareholder approval and ongoing compliance.

Positives

• Increased flexibility for Anteris to evaluate financing options and execute capital raising transactions without the immediate constraint of ASX Listing Rule 7.1's 15% limit.
• Aligns Anteris's capital raising capabilities more closely with typical practices for United States public companies, which generally do not face comparable 15% issuance restrictions.
• The Board considers the granting of the ASX Waiver to be in the best interests of the Company and its stockholders, indicating strategic alignment.

Negatives

• The ASX Waiver requires approval by a special resolution of the Company's stockholders, necessitating an affirmative vote of 75% of votes cast, which introduces a potential hurdle.
• Anteris remains subject to and must continuously comply with Nasdaq Listing Rules and relevant United States federal and state securities laws for Delaware corporations regarding new security issuances.
• The ASX Waiver is granted for a limited period of three years from the date of stockholder approval, requiring potential re-evaluation or renewal in the future.
• The ASX reserves the right to revoke the waiver under specific conditions, including non-compliance with terms, changes to Nasdaq Listing Rules, or changes to ASX policy settings, introducing an element of uncertainty.

Risks

• Failure to obtain the required 75% stockholder approval for the ASX Waiver could prevent its implementation.
• Non-compliance with any of the specified conditions of the ASX Waiver, including ongoing adherence to Nasdaq Listing Rules and US federal/state securities laws, could lead to its revocation.
• Changes to the Nasdaq Listing Rules concerning the issuance of new securities could impact the waiver's applicability or effectiveness.
• Changes to ASX's policy settings in relation to security holder approval requirements, arising from current or subsequent reviews, could result in the revocation of the waiver.

Future Outlook

The ASX Waiver provides Anteris with enhanced strategic flexibility for future capital raising and financing activities, enabling quicker responses to market opportunities without the immediate constraint of ASX Listing Rule 7.1's 15% issuance limit. This positions the company to potentially access capital more efficiently for growth initiatives.

Management Comments

• The Board considers the granting of the ASX Waiver is in the best interests of the Company and its stockholders.

Industry Context

This waiver helps Anteris align its capital raising mechanisms more closely with typical practices for US-listed companies, providing a competitive advantage in accessing capital compared to other ASX-only listed entities that remain subject to the 15% rule without such a waiver. It facilitates smoother and potentially faster capital deployment for strategic initiatives within the structural heart medical device industry.

Comparison to Industry Standards

• The waiver allows Anteris to operate more similarly to typical US public companies listed on Nasdaq, which are generally not subject to a 15% limitation on security issuances without shareholder approval, unlike many ASX-listed entities.
• This provides Anteris with a competitive edge in capital markets compared to dual-listed or solely ASX-listed companies that do not have such a waiver, as it reduces a potential hurdle for rapid capital deployment for projects or acquisitions.

Corporate Governance

Stakeholder Impact

• Shareholders: Required to approve the waiver by a special resolution (75% vote); potential for future dilution if the company utilizes the increased flexibility for capital raises.
• Company: Gains significant operational and financial flexibility for future capital raising and strategic initiatives.

Next Steps

• Obtain approval by a special resolution of the Company's stockholders, requiring a 75% affirmative vote.
• Include a statement summarizing the ASX Waiver in or with its full year financial statements provided to the ASX.
• Confirm with ASX that there has been no change to ASX's policy settings regarding security holder approval requirements prior to publishing the statement.
• Immediately advise the ASX of any change to the application of Nasdaq Listing Rules or US federal/state securities laws regarding new security issuances, or if the Company is no longer in compliance.

Key Dates

Keywords

Anteris Technologies, ASX Waiver, Capital Raise, Securities Issuance, Corporate Governance, NASDAQ, ASX Listing Rule 7.1, Financing Options, AVR, SEC Filing