EBR Systems (EBRCZ) wins approval for reverse split and 55.9M CDI ratification

Rhea-AI Filing Summary

EBR Systems, Inc. reported that stockholders approved all three proposals at a virtual special meeting held on March 11, 2026. Investors authorized a reverse stock split of the company’s common stock at a ratio between 1-for-5 and 1-for-20, to be implemented at the board’s discretion, with 233,231,110 votes in favor and 970,364 against.

Stockholders also ratified the prior issuance of 55,900,000 CHESS Depositary Interests (equivalent to 55,900,000 common shares) at an issue price of A$1.00 per CDI under ASX Listing Rule 7.4, and approved a potential adjournment of the meeting if additional proxy solicitations had been needed.

Insights

Corporate actions analyst

Shareholders approved a flexible reverse split and ratified a large CDI issuance.

EBR Systems obtained shareholder authorization to conduct a reverse stock split in a wide range, 1-for-5 to 1-for-20, at the board’s discretion. This tool is often used to manage trading price levels or listing requirements, though specific objectives are not detailed here.

Ratification of 55,900,000 CDIs at A$1.00 per CDI under ASX Listing Rule 7.4 regularizes a substantial prior equity issuance. The adjournment proposal’s approval provides procedural flexibility but does not itself change economics. Overall, these actions adjust the capital structure without new financial performance data.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): March 11, 2026

EBR SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-56671		51-1164669
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

480 Oakmead Parkway

Sunnyvale, CA 94085

(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code: (408) 720-1906

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 (see General Instruction A.2 below):

¨ 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: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	None.	None.

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 x

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 5.07 Submission of Matters to a Vote of Security Holders.

On March 11, 2026 (U.S. Pacific time), EBR Systems, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) virtually via live webcast. At the Special Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 26, 2026 (the “Proxy Statement”).

Proposal 1 – Approval of the Reverse Stock Split (the “Reverse Stock Split Proposal”). The Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock (also referred to as a share consolidation) at a ratio ranging from any whole number between 1-for-5 and 1-for-20, as determined by the Company’s Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendment. The results of the vote were:

For	Against	Abstain	Broker Non-Vote	Uncast
233,231,110	970,364	166,180	0	0

Proposal 2 – Ratification of Security Issuances (the “Securities Ratification Proposal”). The Company’s stockholders approved the ratification of the issuance of 55,900,000 CDIs (equivalent to 55,900,000 shares of common stock) at an issue price of A$1.00 per CDI, on terms and conditions set out in the Proxy Statement, pursuant to and for the purposes of Australian Securities Exchange (“ASX”) Listing Rule 7.4. The results of the vote were:

For	Against	Abstain	Broker Non-Vote	Uncast*
215,763,640	1,013,697	138,280	0	17,452,037

 * Represents shares underlying votes that were not cast held by holders subject to a voting exclusion on the matter or that were disregarded, pursuant to ASX Listing Rule 14.11.1, as further described in the Proxy Statement. 

Proposal 3 – Adjournment of Special Meeting. The Company’s stockholders approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal or the Securities Ratification Proposal. The results of the vote were:

For	Against	Abstain	Broker Non-Vote	Uncast
233,043,741	1,162,268	158,345	0	3,300

No other matters were submitted for stockholder action at the Special Meeting.

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.

Date: March 13, 2026	EBR SYSTEMS, INC.
	By:	/s/ John McCutcheon
	Name:	John McCutcheon
	Title:	Chief Executive Officer

FAQ

What reverse stock split did EBR Systems (EBRCZ) shareholders approve?

Shareholders approved a reverse stock split range from 1-for-5 to 1-for-20. The board can choose the exact ratio or abandon the split, giving flexibility in managing share count and trading price if needed.

How did EBR Systems (EBRCZ) shareholders vote on the reverse split?

The reverse stock split proposal passed with 233,231,110 votes for and 970,364 against. There were 166,180 abstentions and no broker non-votes or uncast shares, indicating strong support for giving the board this flexibility.

What security issuance did EBR Systems (EBRCZ) shareholders ratify?

Shareholders ratified the issuance of 55,900,000 CHESS Depositary Interests, equal to 55,900,000 common shares, at A$1.00 per CDI. This ratification satisfies Australian Securities Exchange Listing Rule 7.4 requirements for that prior equity placement.

What were the voting results for EBR Systems’ (EBRCZ) CDI issuance ratification?

The ratification received 215,763,640 votes in favor and 1,013,697 against, with 138,280 abstentions. An additional 17,452,037 underlying shares were treated as uncast due to ASX voting exclusions described in the company’s proxy materials.

Did EBR Systems (EBRCZ) shareholders approve the ability to adjourn the special meeting?

Yes. The adjournment proposal passed with 233,043,741 votes for and 1,162,268 against, plus 158,345 abstentions. This allowed the company to extend the meeting if more proxies had been necessary for key proposals.

Why was EBR Systems (EBRCZ) special meeting held and how was it conducted?

The special meeting was held to vote on a reverse stock split, ratification of a large CDI issuance, and a possible adjournment option. It took place virtually via live webcast on March 11, 2026, for broader shareholder access.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.2 KB