EBR Systems, Inc 8-K, filed May 23, 2025
EBR Systems, Inc. (EBRCZ)
About this 8-K
EBR Systems, Inc filed this 8-K on May 23, 2025, reporting on events of May 21, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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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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):
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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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has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
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| Item 3.03 | Material Modification to Rights of Security Holders |
The information set forth under Item 5.03 of this Current Report on Form 8-K (this “Report”) below is incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As described under Item 5.07 of this Report below, EBR Systems, Inc. (the “Company”) held its 2025 annual meeting of stockholders on May 21, 2025 U.S. Pacific time (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s board of directors (the “Board”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to limit the liability of officers of the Company to the maximum extent permitted by law pursuant to Section 102(b)(7) of the Delaware General Corporation Law. Following the Annual Meeting, on May 22, 2025, the Company filed the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Delaware.
The preceding description of the amendment to the Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 21, 2025 (U.S. Pacific time), the Company held its Annual Meeting virtually via live webcast. At the Annual Meeting, the Company’s stockholders voted on the eleven 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 April 11, 2025 (the “Proxy Statement”).
Proposal 1 – Election of Directors. The Company’s stockholders elected the following Class I director nominees to hold office until the Company’s 2028 Annual Meeting of Stockholders. The results of the vote were:
| Nominee | For | Withhold | Broker Non-Vote |
|
Allan Will |
203,991,698 | 29,000 | 0 |
| Trevor Moody | 203,753,576 | 267,122 | 0 |
Proposal 2 – Ratification of Security Issuances. The Company’s stockholders ratified the issuance of 45,568,852 CHESS Depositary Interests (“CDIs”) (equivalent to 45,568,852 shares of common stock) at an issue price of A$0.82 per CDI, pursuant to and for the purposes of Australian Securities Exchange (“ASX”) Listing Rule 7.4, as disclosed in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 177,908,455 | 389,927 | 384,770 | 0 | 194,213,172 |
_____________________________
* 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 – Approval of Amendment to 2021 Equity Incentive Plan and Issuance of Securities under the 2021 Equity Incentive Plan. The Company’s stockholders approved an amendment to the 2021 Equity Incentive Plan (“Amended 2021 Plan”) to eliminate Section 9(c) thereof and the issue of securities under the Amended 2021 Plan for the purposes of Exception 13 of ASX Listing Rule 7.2, as disclosed in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 173,704,279 | 1,256,164 | 343,905 | 0 | 197,591,976 |
Proposal 4 – Approval of Grant of Options to John McCutcheon. The Company’s stockholders approved the grant of options to acquire shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company equal in value to US$1,225,000 (at the time of the grant) under the Amended 2021 Plan to Mr. John McCutcheon, pursuant to and for the purposes of ASX Listing Rule 10.14, on the terms and conditions set out in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 174,056,565 | 858,414 | 389,369 | 0 | 197,591,976 |
Proposal 5 – Approval of Grant of Options to Allan Will. The Company’s stockholders approved the grant of options to acquire shares of Common Stock of the Company equal in value to US$137,500 (at the time of Board approval of the grant) under the Amended 2021 Plan to Mr. Allan Will, pursuant to and for the purposes of ASX Listing Rule 10.14, on the terms and conditions set out in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 173,621,565 | 1,293,414 | 389,369 | 0 | 197,591,976 |
Proposal 6 – Approval of Grant of Options to Karen Drexler. The Company’s stockholders approved the grant of options to acquire shares of Common Stock of the Company equal in value to US$112,500 (at the time of Board approval of the grant) under the Amended 2021 Plan to Ms. Karen Drexler, pursuant to and for the purposes of ASX Listing Rule 10.14, on the terms and conditions set out in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 173,440,749 | 1,422,730 | 420,869 | 0 | 197,591,976 |
Proposal 7 – Approval of Grant of Options to Trevor Moody. The Company’s stockholders approved the grant of options to acquire shares of Common Stock of the Company equal in value to US$112,500 (at the time of Board approval of the grant) under the Amended 2021 Plan to Mr. Trevor Moody, pursuant to and for the purposes of ASX Listing Rule 10.14, on the terms and conditions set out in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 173,468,299 | 1,420,180 | 420,869 | 0 | 197,586,976 |
Proposal 8 – Approval of Grant of Options to David Steinhaus. The Company’s stockholders approved the grant of options to acquire shares of Common Stock of the Company equal in value to US$112,500 (at the time of Board approval of the grant) under the Amended 2021 Plan to Dr. David Steinhaus, pursuant to and for the purposes of ASX Listing Rule 10.14, on the terms and conditions set out in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 173,440,749 | 1,422,730 | 440,869 | 0 | 197,591,976 |
Proposal 9 – Approval of Grant of Options to a Nominated Holding of Bronwyn Evans. The Company’s stockholders approved the grant of options to acquire shares of Common Stock of the Company equal in value to US$112,500 (at the time of Board approval of the grant) under the Amended 2021 Plan to the nominated holding of Dr. Bronwyn Evans, pursuant to and for the purposes of ASX Listing Rule 10.11, on the terms and conditions set out in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 202,177,099 | 1,420,490 | 423,109 | 0 | 168,875,626 |
Proposal 10 – Approval of Grant of Options to a Nominated Entity of Chris Nave. The Company’s stockholders approved the grant of options to acquire shares of Common Stock of the Company equal in value to US$112,500 (at the time of Board approval of the grant) under the Amended 2021 Plan to the nominated entity of Dr. Chris Nave, pursuant to and for the purposes of ASX Listing Rule 10.11, on the terms and conditions set out in the Proxy Statement. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast * |
| 181,253,973 | 1,433,730 | 409,869 | 0 | 189,798,752 |
Proposal 11 – Amendment of the Company’s Amended and Restated Certificate of Incorporation. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of officers of the Company to the maximum extent permitted by law pursuant to Section 102(b)(7) of the Delaware General Corporation Law. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote |
| 203,016,798 | 47,150 | 956,750 | 0 |
No other matters were submitted for stockholder action at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | |
| 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: May 22, 2025 | EBR SYSTEMS, INC. | |
| By: | /s/ John McCutcheon | |
| Name: | John McCutcheon | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
EBR SYSTEMS, INC.
EBR Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:
1. The name of the Corporation is EBR Systems, Inc.
2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on April 25, 2003 and was last amended and restated on November 18, 2021 (the “Restated Certificate”).
3. The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending the Certificate of Incorporation as follows:
(i) Article XI of the Restated Certificate is added to read in its entirety as follows:
“XI.
No officer of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of an officer of the Company hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. Solely for purposes of this Article XI, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL.”
4. This Certificate of Amendment was duly adopted by the stockholders of the Corporation in accordance with the provision of Section 242 of the General Corporation Law of the State of Delaware.
In Witness Whereof, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer as of May 21, 2025.
EBR Systems, Inc.
| /s/ John McCutcheon | |
|
Name: John McCutcheon Title: President and Chief Executive Officer | |