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EBR Systems, Inc.

For the period ended Mar 31, 2025. Filed May 13, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 13, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to

Commission file number:000-56671

EBR SYSTEMS, INC.** **

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)57-1164669 (I.R.S. Employer Identification No.)
480 Oakmead Parkway Sunnyvale, CA (Address of Principal Executive Offices)94085 (Zip Code)

(408)720-1906

(Registrant’s Telephone Number, Including Area Code)

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each classTrading Symbol(s)Name of each exchange on which registered
None.None.None.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx

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.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No x

As of May 12, 2025, the registrant had 373,076,861 shares of common stock, par value $0.0001 per share, including shares underlying all issued and outstanding Chess Depository Interests (“CDIs”), outstanding.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS

Page
Part I — Financial Information3
Item 1. Condensed Consolidated Financial Statements (Unaudited)3
Condensed Consolidated Balance Sheets (Unaudited)3
Condensed Consolidated Statements of Operations (Unaudited)4
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)6
Condensed Consolidated Statements of Cash Flows (Unaudited)7
Notes to the Condensed Consolidated Financial Statements (Unaudited)8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3. Quantitative and Qualitative Disclosures About Market Risk34
Item 4. Controls and Procedures34
Part II — Other Information35
Item 1. Legal Proceedings35
Item 1A. Risk Factors35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds37
Item 3. Defaults Upon Senior Securities37
Item 4. Mine Safety Disclosures37
Item 5. Other Information37
Item 6. Exhibits38
Signatures39
ContentsView on SEC.gov

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