Amendments to Bylaws (Form 8-K)

On March 26, 2026, EBR Systems, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware to effect a one-for-ten (1:10) reverse stock split (the "Reverse Stock Split") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), with an effective date and time for the Reverse Stock Split of April 1, 2026 at 4:00 a.m., Eastern Time (the "Effective Time").

As previously reported, at its Annual Meeting of Stockholders held on March 11, 2026 (U.S. Pacific time), and upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders approved amendments to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-20, as determined by the Board in its discretion. On March 17, 2026, the Board approved a final Reverse Stock Split ratio of 1-for-10 and abandoned all other amendments.

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.

Where the Reverse Stock Split results in a fraction of a share because a shareholding is not evenly divisible by 10, that fraction will be rounded up to the nearest whole share, and the corresponding number of CDIs will be rounded up to the nearest multiple of 10, after taking into account the new conversion ratio of 10 CDIs to one share.

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 foregoing description is qualified in its entirety by the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.