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RCEL · Current Report (Form 8-K) · Filed June 4, 2026

Avita Medical Inc — Current Report (Form 8-K)

Form
8-K
Filed
June 4, 2026
Period
Jun 3, 2026
Ticker
RCEL
Accession
0001762303-26-000003
Avita Medical Inc on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

AVITA stockholders elected all seven directors and approved related director compensation and equity awards.

About Avita Medical Inc
Market cap
$366M
1Y TSR
+112.2%
3Y TSR
−11.2%
Board grade
C-
Sector
Healthcare
CEO
Cary Guy Vance
Last annual meeting: Jun 3, 2026 · View full Avita Medical Inc profile →
8-K

 

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): June 03, 2026

 

 

AVITA Medical, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39059

85-1021707

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

28159 Avenue Stanford

Suite 220

 

Valencia, California

 

91355

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 661 367-9170

 

 

(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

 

RCEL

 

The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AVITA Medical, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) solely by means of remote communication via live webcast on June 3, 2026 (being June 4, 2026 in Australia). At the close of business on April 9, 2026, the record date of the Annual Meeting, 30,776,689 shares of the Company’s common stock were outstanding and entitled to vote on the matters presented at the Annual Meeting. The holders of a total of 15,592,447 shares voted at the Annual Meeting, which total constituted a quorum, being not less than a majority of the outstanding shares entitled to vote.

Director and Officer Equity Awards

At the Annual Meeting, the Company’s stockholders approved grants of options and restricted stock units to the Company’s non-executive directors in the form of annual and initial grants. The annual grants are summarized in paragraph 4 of Item 5.07 below, and also described in Proposals 4 -7, 9, and 11 in the Company’s definitive proxy statement filed on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”). The initial grants are described in paragraphs 5 and 6 of Item 5.07 below and also described in Proposals 8 and 10 in the Proxy Statement. The terms and conditions of these grants are provided in the Proxy Statement, which disclosure is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on all the proposals summarized in the Proxy Statement, as set forth below:

 

1.
Election of Directors (Proposal 1): All seven directors named in the Proxy Statement were elected to serve on the Company’s Board of Directors with the following votes:

 

Name

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Jan Stern Reed

 

10,902,991

 

 

798,914

 

 

3,890,542

 

Professor Suzanne Crowe

 

10,979,194

 

 

722,711

 

 

3,890,542

 

Jeremy Curnock Cook

 

10,700,424

 

 

1,001,481

 

 

3,890,542

 

Robert McNamara

 

10,962,888

 

 

739,017

 

 

3,890,542

 

Dr. Michael Tarnoff

 

11,011,908

 

 

689,997

 

 

3,890,542

 

Joseph Woody

 

10,977,874

 

 

724,031

 

 

3,890,542

 

Cary Vance

 

11,176,792

 

 

525,113

 

 

3,890,542

 

 

2.
Appointment of Independent Auditor (Proposal 2): The stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

 

14,962,654

 

 

255,151

 

 

374,642

 

 

3.
Increase the maximum aggregate annual cash fee pool from which the non-executive Directors of the Company may be paid (Proposal 3): Stockholders approved, for the purposes of ASX Listing Rule 10.17 and section 2.10 of the Company’s Amended and Restated Bylaws (and for all other purposes), an increase to the aggregate annual cash fee pool from which non-executive directors of the Company may be paid for their services from a maximum of US$750,000 per annum to a maximum of US$900,000 per annum. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

8,582,602

 

 

2,710,656

 

 

408,647

 

 

3,890,542

 

 

4.
Issuance of Securities to Non-Executive Directors (Proposals 4 - 7, 9 & 11): Stockholders approved the annual grants comprised of 22,214 restricted stock units and 16,133 stock options, to each of the following non-executive directors, in accordance with the terms and conditions set out in the Proxy Statement. The votes regarding these proposals were as follows:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

Professor Suzanne Crowe

 

8,869,562

 

 

2,411,009

 

 

421,334

 

 

3,890,542

 

Jeremy Curnock Cook

 

8,722,810

 

 

2,544,450

 

 

434,645

 

 

3,890,542

 

Robert McNamara

 

8,818,589

 

 

2,449,386

 

 

433,930

 

 

3,890,542

 

Jan Stern Reed

 

8,841,764

 

 

2,434,253

 

 

425,888

 

 

3,890,542

 

Dr. Michael Tarnoff

 

8,774,530

 

 

2,458,787

 

 

468,588

 

 

3,890,542

 

Joseph Woody

 

8,830,204

 

 

2,446,817

 

 

424,884

 

 

3,890,542

 

 

5.
Issuance of Securities to Dr. Michael Tarnoff (Proposal 8): Stockholders approved the initial grant comprised of 26,250 restricted stock units and 19,063 stock options, to Dr. Michael Tarnoff, in accordance with the terms and conditions set out in the Proxy Statement. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

8,791,498

 

 

2,433,367

 

 

477,040

 

 

3,890,542

 

 

6.
Issuance of Securities to Joseph Woody (Proposal 10): Stockholders approved the initial grant comprised of 40,547 restricted stock units and 29,446 stock options, to Mr. Joseph Woody, in accordance with the terms and conditions set out in the Proxy Statement. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

8,863,312

 

 

2,395,376

 

 

443,217

 

 

3,890,542

 

 

7.
Advisory Vote to Approve Compensation of Named Executive Officers (Proposal 12): Stockholders voted in favor of the non-binding advisory vote to approve the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

8,918,272

 

 

2,202,213

 

 

581,420

 

 

3,890,542

 

 

8.
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Proposal 13): Stockholders voted in favor of the non-binding advisory vote to set the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Broker Non-Votes

 

 

9,545,151

 

 

924,743

 

 

650,252

 

 

581,759

 

 

3,890,542

 

 

9.
Approval of the Issuance of Warrants (Proposal 14): Stockholders approved, for the purpose of ASX Listing Rule 7.1 (and all other purposes), the issuance of a warrant or warrants covering up to 650,000 shares of Common Stock, with a term of ten years (the “Warrants”), to Perceptive Credit Holdings V, LP (“Perceptive”), pursuant to the credit agreement between the Company and Perceptive, dated January 13, 2026. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

9,322,532

 

 

1,769,627

 

 

609,746

 

 

3,890,542

 

 

10.
Approval of the Issuance of Equity Securities (Proposal 15): Stockholders approved as a special resolution, for the purpose of ASX Listing Rule 7.1A (which allows the Company to seek stockholder approval to issue an additional 10% over the annual listing limit of 15% of its issued capital in a consecutive 12-month period) and all other purposes, the issue of Equity Securities (as defined in ASX Listing Rule 19.2) up to such additional 10% of the issued capital (at the time of issuance) of the Company (as calculated in accordance with ASX Listing Rule 7.1A.2). The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

8,947,195

 

 

2,223,106

 

 

531,604

 

 

3,890,542

 

 

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.

 

 

 

AVITA Medical, Inc.

 

 

 

 

Date:

June 4, 2026

By:

/s/ David O’Toole

 

 

 

David O’Toole
Chief Financial Officer

 

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Frequently asked questions

When did Avita Medical Inc file this 8-K?
Avita Medical Inc (RCEL) filed this Current Report (Form 8-K) with the SEC on June 4, 2026. The accession number assigned by EDGAR is 0001762303-26-000003.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
AVITA stockholders elected all seven directors and approved related director compensation and equity awards. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Avita Medical Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Avita Medical Inc has filed under CIK 1762303, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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