EBR Systems Approves CDI Issuances at Special Stockholder Meeting

What Happened

• EBR Systems, Inc. filed an 8-K on Aug 20, 2026 reporting results from its Special Meeting of Stockholders held virtually on Aug 18, 2026 (Pacific time). Stockholders approved the ratification and issuance of Competitive Deposit Interests (CDIs) and also approved an adjournment provision to solicit additional proxies if needed. The Proxy Statement was previously filed with the SEC on July 9, 2026.

Key Details

• Proposal 1 (ratification): Shareholders approved ratifying the issuance of 77,352,890 CDIs (equivalent to 7,735,289 common shares) at A$0.38 per CDI. Vote: For 34,724,458; Against 485,633; Abstain 1,750,135; Uncast* 0.
• Proposal 2 (approval of related issuance): Shareholders approved issuing 92,105,270 CDIs (equivalent to 9,210,527 common shares) at A$0.38 per CDI to certain clients of BCP3 Pty Ltd (an associate of non-executive director Dr. Chris Nave) under ASX Listing Rule 10.11. Vote: For 24,746,794; Against 512,726; Abstain 1,119,243; Uncast 10,581,462.
• Proposal 3 (adjournment): Shareholders approved adjourning the meeting if necessary to solicit additional proxies. Vote: For 36,960,227; Against 0; Abstain 0.

Why It Matters

• These approvals increase the company’s outstanding CDIs/common shares and may dilute existing shareholders because new CDIs were issued and ratified at A$0.38 each.
• The second issuance was a related-party transaction (clients of an associate of a director) and required and received shareholder approval under ASX rules, which is material for governance and conflict-of-interest oversight.
• The adjournment approval gives the company the ability to seek more votes if needed, which can affect the timing of consummating the issuances.

No other matters were voted on at the Special Meeting.