EBR Systems holders approve A$0.38 CDI issuances

EBR Systems, Inc. (EBRCZ) reported the results of a Special Meeting of Stockholders held on August 18, 2026.

Rhea-AI Filing Summary

EBR Systems, Inc. (EBRCZ) reported the results of a Special Meeting of Stockholders held on August 18, 2026. Stockholders ratified the prior issuance of 77,352,890 CDIs (7,735,289 shares of common stock) at A$0.38 per CDI under ASX Listing Rule 7.4.

Stockholders also approved a new issuance of 92,105,270 CDIs (9,210,527 shares) at A$0.38 per CDI to certain clients of BCP3 Pty Ltd, an associate of non-executive director Dr. Chris Nave, under ASX Listing Rule 10.11. A proposal to permit adjournment of the Special Meeting, if needed to solicit additional proxies, was also approved.

Filing Explained

The filing records stockholder approval—not completion—of the proposed issuance of 9,210,527 shares to clients of BCP3 Pty Ltd.; if issued, those additional shares would reduce existing holders’ percentage ownership, but this 8-K does not report that issuance occurred.

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.

Key Figures

Ratified CDI issuance: 77,352,890 CDIs Ratified common shares equivalent: 7,735,289 shares of common stock New CDI issuance approved: 92,105,270 CDIs +5 more

8 metrics

Ratified CDI issuance 77,352,890 CDIs Ratification of prior issuance under ASX Listing Rule 7.4

Ratified common shares equivalent 7,735,289 shares of common stock Equivalent shares for 77,352,890 CDIs

New CDI issuance approved 92,105,270 CDIs Approved issuance to clients of BCP3 Pty Ltd under ASX Listing Rule 10.11

New common shares equivalent 9,210,527 shares of common stock Equivalent shares for 92,105,270 CDIs

Issue price per CDI A$0.38 per CDI Price for both ratified and newly approved CDIs

Proposal 1 votes for 34,724,458 Votes in favor of ratifying prior CDI issuance

Proposal 2 votes for 24,746,794 Votes in favor of new CDI issuance to BCP3 clients

Proposal 3 votes for 36,960,227 Votes in favor of adjournment authority

Key Terms

CDIs, ASX Listing Rule 7.4, ASX Listing Rule 10.11, Broker Non-Vote, +1 more

5 terms

CDIs financial

"ratification of the issuance of 77,352,890 CDIs (equivalent to 7,735,289 shares"

CDIs (CHESS Depositary Interests) are local certificates that represent ownership of foreign shares so investors can buy, sell and hold those stocks on a domestic exchange without moving the underlying shares across borders. Think of a CDI as a local receipt for a foreign share: it gives most economic rights and easier trading in local currency and settlement systems, which matters to investors for access, liquidity, and the practical handling of dividends and corporate actions.

ASX Listing Rule 7.4 regulatory

"at an issue price of A$0.38 per CDI, on terms and conditions set out under ASX Listing Rule 7.4"

ASX Listing Rule 10.11 regulatory

"to certain clients of BCP3 Pty Ltd ... pursuant to and for the purposes of ASX Listing Rule 10.11"

Broker Non-Vote financial

"For | Against | Abstain | Broker Non-Vote | Uncast"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EBR Systems, Inc. (EBRCZ) stockholders approve regarding prior security issuances?

Stockholders ratified the prior issuance of 77,352,890 CDIs (7,735,289 common shares) at A$0.38 per CDI under ASX Listing Rule 7.4. The vote was 34,724,458 for, 485,633 against, and 1,750,135 abstentions.

What new CDI issuance did EBR Systems (EBRCZ) stockholders approve at the Special Meeting?

Stockholders approved issuing 92,105,270 CDIs (9,210,527 common shares) at A$0.38 per CDI to certain clients of BCP3 Pty Ltd under ASX Listing Rule 10.11. The vote was 24,746,794 for and 512,726 against, with 1,119,243 abstentions.

Who are the recipients of the new CDI issuance approved for EBR Systems (EBRCZ)?

The newly approved 92,105,270 CDIs will be issued to certain clients of BCP3 Pty Ltd, an associate of non-executive director Dr. Chris Nave, on terms described in the July 9, 2026 proxy statement.

What was the voting result on the adjournment proposal at EBR Systems’ Special Meeting?

Stockholders approved the potential adjournment of the Special Meeting to solicit additional proxies for Proposals 1 or 2, if needed. The adjournment proposal received 36,960,227 votes for and no votes against or abstentions.

At what price were EBR Systems (EBRCZ) CDIs approved to be issued?

Both the ratified and newly approved CDI issuances were priced at A$0.38 per CDI. This price applies to 77,352,890 previously issued CDIs and 92,105,270 newly approved CDIs, each CDI being equivalent to a fraction of a common share bundle.

How many votes were uncast due to exclusions in EBR Systems’ Proposal 2?

Proposal 2 recorded 10,581,462 uncast votes. These represent shares underlying votes not cast or disregarded because of a voting exclusion or ASX Listing Rule 14.11.1, as described in the proxy statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 18, 2026

EBR SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-56671		57-1164669
(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 August 18, 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 July 9, 2026 (the “Proxy Statement”).

Proposal 1 - Ratification of Security Issuances. The Company’s stockholders approved the ratification of the issuance of 77,352,890 CDIs (equivalent to 7,735,289 shares of common stock) at an issue price of A$0.38 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 *
34,724,458	485,633	1,750,135	0	0

  * 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 2 - Approval of Security Issuances. The Company’s stockholders approved the issuance of 92,105,270 CDIs (equivalent to 9,210,527 shares of common stock) at an issue price of A$0.38 per CDI to certain clients of BCP3 Pty Ltd, an associate of Dr. Chris Nave (a non-executive director of the Company), on terms and conditions set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.11. The results of the vote were:

For	Against	Abstain	Broker Non-Vote	Uncast *
24,746,794	512,726	1,119,243	0	10,581,462

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 Proposal 1 or Proposal 2. The results of the vote were:

For	Against	Abstain	Broker Non-Vote	Uncast
36,960,227	0	0	0	0

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: August 20, 2026	EBR SYSTEMS, INC.
	By:	/s/ John McCutcheon
	Name:	John McCutcheon
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB