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
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Item 1.01 | Entry Into a Material Definitive Agreement |
On May 22, 2025, EBR Systems, Inc. (the “Company”) entered into a Placement Agreement with several joint lead managers for an institutional placement of 55,900,000tho CHESS Depository Interests (“CDIs”), with each CDI representing one share of the Company’s common stock, to institutional investors (the “Placement”) on the Australian Securities Exchange (“ASX”), at a purchase price of A$1.00 per CDI (equivalent to U.S. $0.6434 at the current exchange rate). The Company raised approximately U.S. $36.0 million in the Placement, before deducting U.S. $2,247,718 of underwriting fees, management and selling fees, and advisory fees. J.P. Morgan Securities Australia Limited, Morgans Corporate Limited, Wilsons Corporate Finance Limited and E&P Capital Pty Limited were the joint lead managers for the Entitlement Offer. The Placement was fully underwritten by J.P. Morgan Securities Australia Limited and Morgans Corporate Limited and was settled on May 26, 2025 (U.S. Pacific time).
The Placement Agreement contains customary representations, warranties, and covenants by the parties, including certain indemnification obligations. The representations, warranties, and covenants contained in the Placement Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties and are subject to limitations agreed upon in the agreement. Accordingly, the Placement Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Placement Agreement and not to provide investors with any other factual information regarding the Company or its business and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
The foregoing description of the Placement Agreement is not complete and is qualified in its entirety by reference to the full text of the Placement Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference in its entirety.
Item 3.02 | Recent Sales of Unregistered Securities |
To the extent required by Item 3.02 of Form 8-K, the information regarding the CDIs and common stock sold in the Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The securities issued and sold in the Placement were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Regulation S promulgated under the Securities Act, as transactions by an issuer in an offering made outside the United States. Appropriate legends or notices were affixed to the securities issued in reliance on Regulation S to ensure compliance with Regulation S restrictions.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | ||
Number | Description | |
10.1 | Placement Agreement by and between the Company and certain joint lead managers dated as of May 22, 2025. | |
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 29, 2025 | EBR SYSTEMS, INC. | |
By: | /s/ John McCutcheon | |
Name: | John McCutcheon | |
Title: | Chief Executive Officer |