EBRCZ 8-K
EBR Systems, Inc. (EBRCZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Act: None
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| 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).
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| 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 | |