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Financial Filings Anteris Technologies

Anteris Technologies Global Corp. Financial Reporting Requirements

 

Anteris Technologies Global Corp. ARBN 677 960 235 (ATGC or the Company) is a United States public reporting company and is therefore subject to the periodic reporting requirements of the United States Securities and Exchange Act of 1934, including the requirements for the Company to file annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K, with the United States Securities and Exchange Commission (SEC).

ATGC, as an ASX-listed entity, is also subject to the periodic reporting requirements set out in Chapter 4 of the ASX Listing Rules.

ASX has granted ATGC a waiver from ASX Listing Rules 4.2A.3, 4.3A, 4.7B and 4.7C. The purpose of the waiver is to relieve the Company of the time and expense of preparing and attending to the lodgement of the two sets of periodic reports in parallel each relevant reporting period. The waiver will cease to apply if ATGC ceases to be subject to an obligation to file Forms 10-K and 10-Q with the SEC under the laws of the United States.

The table below provides a summary of waiver and its effect on the timeframes within which the Company must lodge its quarterly Forms 10-Q and annual Form 10-K with the SEC and the ASX compared to the time frames that, but for the waiver, the Company would have to lodge financial reports with ASX. For the avoidance of doubt, financial reports filed by ATGC with the SEC will also be released to the ASX.

The table below also notes any requirements of the waiver in addition to those relating to timing. For example, as a condition of the waiver, ASX requires that any information usually required to be disclosed in the relevant ASX periodic report, and that is not otherwise disclosed in the corresponding SEC filing, also be included with the relevant financial report lodged with ASX.

 

ASX Lodgement Timeframe
ATGC must lodge with ASX an Appendix 4D within two months after the end of its half-year.

Waiver
ATGC will not be required to lodge an Appendix 4D with ASX, on the condition that ATGC provides the ASX with:

(i) a copy of the Forms 10-Q the Company has filed with the SEC for the first and second quarters of that financial year; and
(ii) in the case of the Company’s Form 10-Q for the second quarter of that financial year, a cover sheet for the Form 10-Q headed “Results for announcement to the market” with the key information set out in section 2 of Appendix D.

ATGC’s Lodgement Timeframe as a Result of the Waiver
ATGC will lodge its Form 10-Q and the cover sheet for the second quarter of its financial year with ASX by the earliest of:

(i) the date it is filed with the SEC;
(ii) the date it is due to be given to the SEC under the laws of the United States (currently within 45 days after the end of the second quarter); and
(iii) the date that its Appendix 4D and half-year report would otherwise be due to be lodged with ASX under ASX Listing Rule 4.2A.

 

ASX Lodgement Timeframe
ATGC must lodge with ASX an Appendix 4E within two months after the end of its financial year.

Waiver
ATGC will not be required to lodge an Appendix 4E with ASX, on the condition that ATGC provides the ASX with:

(i) a copy of the Form 10-K the Company has filed with the SEC for that financial year; and
(ii) a cover sheet for the Form 10-K headed “Results for announcement to the market” with the key information set out in section 2 of Appendix E.

 

ATGC’s Lodgement Timeframe as a Result of the Waiver
ATGC will lodge its Form 10‑K and the cover sheet for its financial year with ASX by the earliest of:

(i) the date it is filed with the SEC;
(ii) the date it is due to be given to the SEC under the laws of the United States (currently within 90 days after the end of the Company’s financial year); and
(iii) the date that its Appendix 4E and the accounts on which it is based would otherwise be due to be lodged with ASX under ASX Listing Rule 4.3A.

ASX Lodgement Timeframe
ATGC must lodge with ASX an Appendix 4C within one month after the end of each quarter of its financial year.
ATGC must also lodge with ASX a quarterly activity report that accompanies the Appendix 4C filed within one month after the end of each quarter of its financial year.

Waiver
ATGC will not be required to lodge an Appendix 4C and a quarterly activity report with ASX, on the condition that ATGC provides the ASX with:

(i) for the first, second and third quarters of its financial year, a copy of the Forms 10-Q the Company has filed with the SEC for those quarters;
(ii) for the fourth quarter of its financial year, a copy of the Form 10‑K the Company has filed with the SEC for that financial year; and
(iii) for each quarter of its financial year, if there is any information that ought to have been disclosed in the Company’s quarterly activity report for that quarter under ASX Listing Rule 4.7C that is not included in the Company’s Form 10-Q or Form 10‑K (as relevant), a supplement to the Form 10-Q or Form 10-K (as relevant) that discloses that information.

ATGC’s Lodgement Timeframe as a Result of the Waiver
ATGC will lodge its Form 10‑Q and the cover sheet for the first and third quarters of its financial year with ASX by the earliest of:

(i) immediately after it has been filed with the SEC; and
(ii) the date it is due to be given to the SEC under the laws of the United States (currently within 45 days after the end of the second quarter); and

for the fourth quarter of its financial year, ATGC will lodge its Form 10-K with ASX by the earliest of:

(i) the date it is filed with the SEC;
(ii) the date it is due to be given to the SEC under the laws of the United States (currently within 90 days after the end of the Company’s financial year); and
(iii) the date that its Appendix 4E and the accounts on which it is based would otherwise be due to be lodged with ASX under ASX Listing Rule 4.3A.