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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):
January 12, 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 2.02 |
Results of Operations and Financial Condition |
On January
12, 2026, EBR Systems, Inc. (the “Company”) issued a press release announcing the Company’s commercial and clinical
progress, as well as preliminary financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release
is furnished as Exhibit 99.1 to this report. The Company has not yet completed its financial close process for the quarter and year ended
December 31, 2025. These estimates of the Company’s preliminary financial results presented in the press release are preliminary,
unaudited and are subject to change upon completion of the Company’s financial statement closing procedures and the audit of the
Company’s consolidated financial statements.
The information
in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that Section or Sections
11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference
in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date
hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated January 12, 2026 entitled “EBR Announces Strong Q4 FY 2025 Commercial and Clinical Progress” |
| |
|
|
| 104 |
|
Cover Page Interactive Data (embedded within the Inline XBRL document). |
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: January 13, 2026 |
EBR SYSTEMS, INC. |
| |
|
| |
By: |
/s/ John McCutcheon |
| |
Name: |
John McCutcheon |
| |
Title: |
Chief Executive Officer |