EBR Systems, Inc. 8-K

What Happened

• EBR Systems, Inc. (EBRCZ) entered an underwriting agreement dated June 4, 2026 to complete a fully underwritten A$150.0 million capital raise via the issuance of approximately 394.7 million new CHESS Depository Interests (CDIs). Ten (10) CDIs represent one share of the company’s common stock.
• The raise is structured as (i) an Institutional Placement (A$64.4M) — consisting of a A$29.4M Tranche 1 (no securityholder approval required) and a A$35.0M Tranche 2 (subject to securityholder approval) — and (ii) a 1-for-2 pro rata accelerated non-renounceable Entitlement Offer (A$85.6M) including an institutional component already completed.
• The Institutional Placement and the institutional component of the Entitlement Offer were executed on June 5, 2026 (Sydney time). Tranche 1 and the institutional entitlement proceeds are expected to settle on June 11, 2026; Tranche 2 (subject to shareholder approval) is expected to settle in August 2026. The retail entitlement offer (Australia/New Zealand) opens June 11, 2026.

Key Details

• Total raise: A$150.0 million via ~394.7 million new CDIs; offer price A$0.38 per New CDI.
• Price discounts: 19.1% to the June 3 closing price (A$0.47), 15.6% to the 5‑day VWAP (A$0.450), and 11.2% to the theoretical ex‑rights price (A$0.428).
• Institutional Entitlement Offer raised A$42.0M (A$8.4M taken by eligible institutional holders; ~A$33.6M placed via bookbuild). Retail Entitlement Offer expected to raise ~A$43.6M.
• Joint underwriters / lead managers: Canaccord Genuity (Australia) Limited, E&P Capital Limited, and Morgans Corporate Limited. Offering conducted outside the U.S. under Regulation S (securities bear appropriate legends).

Why It Matters

• This transaction injects significant capital (A$150M nominal) into EBR Systems, which can affect the company’s liquidity and financing runway. Investors should note the large issuance of new CDIs will dilute existing holders (10 CDIs = 1 share).
• Tranche 2 is contingent on securityholder approval — part of the raise is conditional and will not settle until shareholders approve it. Retail participation is scheduled to open June 11, 2026 for eligible Australian/New Zealand holders.
• U.S. investors did not participate in the Placement (offering relied on Regulation S), and issued securities include restrictions consistent with that exemption.