EBR Systems, Inc. Special Meeting Results: Major Corporate Actions Approved

Key Points:

• EBR Systems, Inc. held a Special Meeting of Stockholders on March 11, 2026, via live webcast.
• Three proposals were presented and approved, including a reverse stock split, ratification of significant securities issuances, and potential adjournment of the meeting.
• The company is classified as an Emerging Growth Company under SEC rules.
• No securities are currently registered under Section 12(b) of the Exchange Act, and there are no trading symbols listed.

Details of the Special Meeting Proposals

Proposal 1: Approval of Reverse Stock Split
Shareholders approved amendments to the Certificate of Incorporation to effect a reverse stock split of EBR Systems’ common stock (also referred to as share consolidation). The split ratio will be determined by the Board of Directors, ranging from 1-for-5 up to 1-for-20, with the Board retaining discretion to abandon this action if deemed necessary.

• Voting Results:
  • For: 233,231,110
  • Against: 970,364
  • Abstain: 166,180
  • Broker Non-Vote: 0
  • Uncast: 0

Investor Impact: A reverse stock split is a major corporate event that can significantly affect share value and liquidity. The Board’s discretion over the ratio and the option to abandon the split means uncertainty remains about the final outcome and timing. Reverse splits are often used to meet minimum price requirements for exchange listings or to restructure share capital, and can be perceived as a signal about management’s outlook or a response to share price declines. This is a price-sensitive event.

Proposal 2: Ratification of Security Issuances
Shareholders approved the ratification of 55,900,000 CHESS Depositary Interests (CDIs), equivalent to 55,900,000 shares of common stock, issued at A\$1.00 per CDI. This issuance was made under the terms and conditions outlined in the Proxy Statement, specifically to comply with the Australian Securities Exchange (ASX) Listing Rule 7.4.

• Voting Results:
  • For: 215,763,640
  • Against: 1,013,697
  • Abstain: 138,280
  • Broker Non-Vote: 0
  • Uncast: 17,452,037 (Shares subject to voting exclusion or disregarded as per ASX Listing Rule 14.11.1.)

Investor Impact: Ratification of such a large issuance (over 55 million shares/CDIs) at A\$1.00 per unit is a significant dilution event for existing shareholders. This could impact share price due to increased supply and may affect the company’s capital structure. The voting exclusion and uncast shares indicate regulatory compliance but also mean some holders did not participate, which could affect perceptions of shareholder engagement and support.

Proposal 3: Adjournment of Special Meeting
Shareholders granted approval to adjourn the meeting if necessary, to solicit additional proxies.

• Voting Results:
  • For: 233,043,741
  • Against: 1,162,268
  • Abstain: 158,345
  • Broker Non-Vote: 0
  • Uncast: 3,300

Investor Impact: While the adjournment approval is procedural, it ensures management can secure necessary votes for corporate actions, which could affect the timing of implementation for key proposals.

Other Important Shareholder Information

• EBR Systems, Inc. is an Emerging Growth Company and has elected not to use the extended transition period for new or revised financial accounting standards.
• No securities are registered under Section 12(b), no trading symbols are listed, and no exchange registrations are currently in effect.

Potential Price Sensitivity and Shareholder Considerations

• The reverse stock split and ratification of large CDI issuance are both significant events that can affect share price and shareholder value.
• Reverse splits may reduce the number of shares outstanding and increase the price per share, but can also signal weakness if done to avoid delisting or to restructure capital.
• Large new share issuances dilute existing holdings, potentially reducing each shareholder’s ownership percentage and value unless offset by capital inflow or improved business prospects.
• Investors should monitor Board decisions regarding the final split ratio and timing, as well as the effect of CDI issuance on market liquidity and pricing.

Disclaimer:
This article is for informational purposes only and does not constitute investment advice. All corporate actions described are subject to further Board decisions and regulatory requirements. Investors should review official company filings and consult professional advisors before making investment decisions. The information herein is based on disclosed filings and may change as new information becomes available.

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