EBR SYS INC SEC Filings

EBR Systems, Inc. approved and implemented a 1-for-10 reverse stock split of its common stock, effective April 1, 2026 at 4:00 a.m. Eastern Time. Every 10 issued and outstanding shares will automatically convert into 1 share, with fractional shares rounded up to the nearest whole share.

The amendment does not change the number of authorized common shares or their par value. CHESS Depositary Interests will not be consolidated; instead, the CDI-to-share conversion ratio will shift from 1:1 to 10:1, with no anticipated change in CDI value apart from minor rounding effects.

On the ASX, March 30, 2026 (Australian time) will be the last trading day on a pre-split 1:1 basis, and March 31, 2026 will be the first trading day on a deferred settlement basis using the new 10:1 conversion ratio.

EBR Systems, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on director elections and multiple equity compensation items. The meeting will be held online on May 7, 2026 (Australia) / May 6, 2026 (U.S.), with a record date of March 9, 2026.

Proposals include electing two Class II directors, approving an increase of 18,010,366 shares of Common Stock reserved under the 2021 Equity Incentive Plan via its 4% “evergreen” feature, and approving option grants to the CEO and other directors. If approved, the plan’s base share reserve would rise to 54,849,798 shares, with ASX Exception 13 treatment.

The proxy details how holders of Common Stock and CHESS Depositary Interests can vote or instruct CHESS Depositary Nominees, quorum and vote thresholds, ASX voting exclusions, and board/committee composition. It also notes a previously approved but not yet implemented reverse stock split in a range of 1-for-5 to 1-for-20, which would proportionately adjust share and CDI amounts when effected.

EBR Systems, Inc. President and CEO John McCutcheon exercised stock options to acquire 109,100 shares of common stock at an exercise price of $0.55 per share. The transaction converted previously granted options into directly held shares, with no open-market sale reported. Following the exercise, 109,100 common shares are shown as directly owned, and the related option grant originally covered 1,590,000 shares, vesting monthly beginning on June 29, 2024.

EBR Systems, Inc. is a U.S.-based medical device company focused on the WiSE CRT System, a leadless cardiac resynchronization therapy platform that paces the left ventricle using ultrasound energy instead of traditional leads.

On April 11, 2025, the FDA’s Center for Devices and Radiological Health approved the company’s premarket approval application for WiSE CRT for specific adult heart failure patients who need CRT but cannot receive or are high risk for conventional coronary sinus leads. As a condition of approval, EBR must run a long-term post-approval study following implanted patients for up to five years.

U.S. reimbursement is bolstered by CMS programs: WiSE received New Technology Add-On Payment and Transitional Pass-Through status starting October 1, 2025, with NTAP covering up to $41,145 per case based on an average selling price of $63,300. EBR is executing a phased U.S. commercial rollout, from soft launch to a Limited Market Release and planned full market release in the second half of 2026, while preparing for future launches in Australia, the U.K. and EU.

The company holds an extensive patent and trademark portfolio around WiSE CRT, but faces risks including dependence on single-source components, stringent global regulatory obligations, extensive post-market commitments, evolving reimbursement and healthcare reform, cybersecurity exposure, and the need to scale manufacturing, sales, and specialized talent to support growth.

EBR Systems, Inc. is asking stockholders to vote at a virtual Annual Meeting on May 7, 2026 (Australia) / May 6, 2026 (U.S.). The meeting agenda includes election of two directors and nine proposals, notably Proposal 2 to add 18,010,366 shares to the 2021 Equity Incentive Plan by operation of its “evergreen” provision. As of the record date, there were 450,435,794 shares outstanding. The Board has approved, but not yet implemented, a reverse stock split (ratios between 1-for-5 and 1-for-20) that will change CDI transmutation if effected prior to final adjustments. Proxy materials and the 2025 Form 10-K are available at the Company’s investor center.

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.

EBR Systems, Inc. director Will R. Allan reported exercising stock options into common shares. On February 26, 2026, he exercised options covering 58,500 shares at an exercise price of $0.16 per share, receiving the same number of common shares.

Following this transaction, Allan also reports indirect ownership of common stock through related parties, including 5,937,224 shares held by the Allan Will U/A DT 6/14/2012 and 600,000 shares held by family member Taphne Ann Lux. The filing notes these holdings represent common stock underlying Chess Depositary Interests traded on the Australian Securities Exchange.

EBR Systems, Inc. is calling a virtual special meeting of stockholders to approve several corporate actions, led by a reverse stock split of its common stock. The Board is seeking authority to implement a reverse split at any whole-number ratio between 1‑for‑5 and 1‑for‑20, at its discretion, while keeping total authorized common shares at 600,000,000. This would sharply reduce the 450,259,169 shares of common stock currently outstanding and increase the pool of authorized but unissued shares, supporting potential future equity or debt financings. CHESS Depositary Interests (CDIs) will not be consolidated; instead, the CDI‑to‑share ratio will change to match the chosen split ratio, with no expected change in the underlying value per CDI.

Stockholders are also being asked to ratify the prior issuance of 55,900,000 CDIs at A$1.00 each under a 2025 institutional placement that helped raise approximately A$75.9 million to fund commercialization of the WiSE® CRT system, manufacturing scale‑up, sales expansion, R&D, and working capital. Approval would restore capacity under ASX Listing Rule 7.1 for additional future issuances. A third proposal would allow adjournment of the meeting, if needed, to solicit more proxies. The Board unanimously recommends voting “FOR” all three proposals.