UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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): March 1126, 2026

EBR SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-56671		51-1164669
(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 5.0703 ~~Submission~~Amendments to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

On March 1126, 2026 ~~(U.S. Pacific time)~~, EBR Systems, Inc. (the “Company”) ~~held~~ filed a ~~Special~~Certificate ~~Meeting~~of Amendment to its Amended and Restated Certificate of ~~Stockholders~~Incorporation (the “~~Special~~Charter ~~Meeting~~Amendment”) ~~virtually~~ ~~via~~with ~~live~~the ~~webcast.~~Secretary of AtState of the ~~Special~~State ~~Meeting,~~of ~~the~~Delaware ~~Company’s~~to ~~stockholders~~effect ~~voted~~a onone-for-ten ~~the~~(1:10) ~~three~~reverse ~~proposals~~stock ~~set~~split ~~forth~~(the ~~below.~~“Reverse AStock ~~more detailed~~Split”) ~~description~~ of ~~each~~the ~~proposal~~Company's common isstock, ~~set~~par ~~forth~~value in$0.0001 ~~the~~per ~~Company’s~~share ~~Proxy~~(the ~~Statement~~“Common ~~filed~~Stock”), with ~~the~~an ~~Securities~~effective date and ~~Exchange~~time ~~Commission~~for the Reverse Stock Split onof ~~January~~April 261, 2026 at 4:00 a.m., Eastern Time (the “~~Proxy~~Effective ~~Statement~~Time”).

~~Proposal~~As 1previously –reported, ~~Approval~~at its Annual Meeting of ~~the~~Stockholders ~~Reverse~~held ~~Stock~~on ~~Split~~March 11, 2026 (U.S. Pacific time), and upon the ~~“Reverse~~recommendation ~~Stock~~of ~~Split~~the ~~Proposal~~Company’s Board of Directors (the “Board”)., ~~The~~the Company’s stockholders approved amendments to the ~~Company’s~~ Amended and Restated Certificate of Incorporation to effect a reverse stock split of the ~~Company’s common~~Common ~~stock~~Stock ~~(also referred to as a share consolidation)~~ at a ratio ranging from any whole number between 1-for-5 and 1-for-20, as determined by the ~~Company’s~~ Board ~~of Directors~~ in its discretion,. ~~subject~~On toMarch 17, 2026, the Board ofapproved ~~Directors’~~a ~~authority~~final toReverse ~~abandon~~Stock ~~such~~Split ~~amendment. The~~ratio ~~results~~ of ~~the~~1-for-10 ~~vote~~and ~~were:~~abandoned all other amendments.

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

As a result of the Reverse Stock Split, at the Effective Time, every ten (10) shares of the Company's issued and outstanding shares of Common Stock immediately prior to the Effective Time, were automatically converted, without any action on the part of the holder thereof, into one validly issued, fully-paid and non-assessable share of Common Stock, subject to the treatment of fractional shares as described below. The Charter Amendment did not affect the number of authorized shares of Common Stock or the par value of each share of Common Stock. The Company's outstanding CHESS Depositary Interests ("CDIs") will not be consolidated as part of the Reverse Stock Split but rather the transmutation ratio of the CDIs to shares will change from 1-to-1 to 10-to-1 (referred to below as the "conversion ratio"). Accordingly, there is no anticipated change to the value of each CDI, nor will there be any change, except for possible minor rounding differences, to the number of CDIs that securityholders hold.

~~Proposal~~Where 2the –Reverse ~~Ratification~~Stock ofSplit ~~Security Issuances~~results ~~(the~~in ~~“Securities~~a ~~Ratification~~fraction of ~~Proposal”).~~a ~~The~~share ~~Company’s~~because ~~stockholders~~a ~~approved~~shareholding ~~the~~is ~~ratification~~not ofevenly ~~the issuance~~divisible ofby 5510,~~900,000~~ ~~CDIs~~that ~~(equivalent~~fraction towill ~~55,900,000~~be ~~shares~~rounded ofup ~~common~~to ~~stock)~~the atnearest anwhole ~~issue price of A$1.00 per CDI~~share, ~~on terms~~ and ~~conditions~~the ~~set~~corresponding ~~out~~number inof ~~the~~CDIs ~~Proxy~~will ~~Statement,~~be ~~pursuant~~rounded up to ~~and for~~ the ~~purposes~~nearest multiple of ~~Australian~~10, ~~Securities~~after ~~Exchange~~taking ~~(“ASX”)~~into ~~Listing~~account ~~Rule~~the ~~7.4. The~~new ~~results~~conversion ratio of ~~the~~10 CDIs ~~vote~~to ~~were:~~one share.

For	Against	Abstain	Broker Non-Vote	Uncast*
215,763,640	1,013,697	138,280	0	17,452,037

Monday, March 30, 2026 (Australian time) will be the last day for CDIs to trade on a 1:1 basis / pre-Reverse Stock Split basis on the Australian Exchange (“ASX”) and to request to convert securities between the CDI and share registers on a pre-Reverse Stock Split basis, and Tuesday, March 31, 2026 (Australian time) will be the first day for CDIs to trade on the basis of the new conversion ratio / post- Reverse Stock Split basis on a deferred settlement basis on the ASX.

*The ~~Represents~~foregoing ~~shares~~description ~~underlying~~is ~~votes~~qualified ~~that~~in ~~were not cast~~its ~~held~~entirety by ~~holders~~the ~~subject~~full totext aof ~~voting~~the ~~exclusion~~Charter onAmendment, ~~the~~a ~~matter~~copy orof ~~that~~which ~~were~~is ~~disregarded,~~filed ~~pursuant~~as Exhibit 3.1 to ~~ASX~~this ~~Listing~~Current ~~Rule~~Report ~~14.11.1,~~on asForm ~~further described~~8-K inand ~~the~~is incorporated ~~Proxy~~herein ~~Statement~~by reference.

~~Proposal~~Forward-Looking 3Statements – 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 Reverse Stock Split Proposal or the Securities Ratification Proposal. The results of the vote were:

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

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the trading of the Common Stock on a split-adjusted basis and the impact of the Reverse Stock Split, including any adjustments from the treatment of fractional shares. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For other important factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by the Company’s other filings with the SEC, including Form 10-Qs and Form 8-Ks, as well as in its filings with the Australian Securities Exchange. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

NoItem ~~other~~9.01 ~~matters~~Financial ~~were~~Statements ~~submitted~~and ~~for stockholder action at the Special Meeting~~Exhibits.

(d) Exhibits

Exhibit

Number

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of EBR Systems, Inc., dated March 26, 2026.

104

Cover Page Interactive Data File (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: March 13, 2026	EBR SYSTEMS, INC.
Date: March 26, 2026	EBR SYSTEMS, INC.
	By:	/s/ John McCutcheon
	Name:	John McCutcheon
	Title:	Chief Executive Officer

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