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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY US PERSON NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Capital Raising Presentation Pathway to Commercialisation May 2025 ASX:EBR For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Important Notices and disclaimer 2 Introduction • THIS PRESENTATION IS NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES, TO ANY U.S. PERSON OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE IS UNLAWFUL. • This presentation is dated 22 May 2025 and has been prepared and authorised by EBR Systems, Inc., a Delaware corporation (ASX:EBR) (ARBN 654 147 127) (“EBR” or “the Company”), in connection with EBR’s proposed capital raising comprising a placement of shares of common stock, to be issued by way of new CHESS Depositary Interests (“New CDIs”) (“Placement”) and a separate security purchase plan (“SPP”) to eligible securityholders in Australia and New Zealand (“Capital Raise”). The Company reserves the right to withdraw or vary the timetable for the Placement without notice with the prior written consent of the Joint Lead Managers. • By accepting this presentation, you acknowledge and agree to the terms set out below. Summary information and not financial product advice • The material contained in this presentation is a presentation of general information about the EBR and its subsidiaries (“Group”) and their activities current as at the date of this presentation. It should be read in conjunction with EBR’s periodic and continuous disclosure announcements filed with the Australian Securities Exchange, available at www.asx.com.au. • The information in this presentation is provided in a summary form, does not purport to be complete and should not be relied upon as advice for investment purposes. This presentation is for information purposes only and is not financial product advice or a recommendation to acquire EBR securities. This presentation does not take into account the investment objectives, financial position or needs of any particular investor. Independent advice should be sought before making any investment decision. • The information in this presentation has been prepared by EBR in good faith and with due care, but the EBR does not make any representation or warranty, express or implied, as to the fairness, accuracy, correctness, reliability or completeness of the information, opinions or conclusions contained in this presentation. Certain information in this presentation has also been sourced from publicly available sources that have not been independently verified. This presentation is current as at the date of this presentation and is subject to change without notice and unless required by law, EBR assumes no obligation to update this presentation or its contents for any matter arising or coming to EBR’s notice after the date of this presentation. • None of EBR, its officers, directors, employees or agents, nor any other person makes any representation or warranty, express or implied, as to, or endorsement of, EBR, the accuracy or completeness of any information, statements or representations contained in this presentation and none of them accepts any responsibility or liability for any errors or omissions in this presentation whatsoever. Investment risk • An investment in EBR is subject to known and unknown risks, some of which are beyond the control of EBR and its directors. EBR does not guarantee any particular rate of return in relation to EBR securities or the performance of the Group. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Important Notices and disclaimer 3 • Refer to “Risk factors” on pages 30 to 40 of this presentation for a non-exhaustive summary of certain key business, offer and general risk factors that may affect EBR. Additional risk factors are described in EBR’s Annual Report on Form 10-K filed with the ASX and US Securities and Exchange Commission (“SEC”) on 25 March 2025 (Melbourne time), as well as risk factors EBR may describe from time to time in other filings with the ASX and SEC. You may get such filings for free at ASX’s website at www.asx.com.au and the SEC’s website at www.sec.gov. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. EBR recommends that potential investors consult their professional advisors as an investment in EBR is subject to investment and other known and unknown risks, some of which are beyond the control of EBR or its directors and therefore any investment is considered to be speculative in nature. Cooling off rights do not apply to the acquisition of New CDIs. Forward-looking statements • Certain statements in this presentation may constitute forward-looking statements or statements about future matters that are based on management’s current expectations and beliefs (being statements about matters that are not historical facts), including but not limited to, statements related to EBR’s financial performance, business strategy and goals (including its commercialisation strategy), plans and prospects, potential benefits of EBR’s products and technology, product development, timing of international regulatory approvals, reimbursement, market size, commercial success and future financial performance. EBR uses words such as ‘will’, ‘seeks’, ‘would’, ‘should’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, ‘anticipates’, ‘intends’, ‘probability’, risk’, ‘aim’ and other similar words to identify forward looking statements. These statements are subject to risks and uncertainties that are difficult to predict and are based on assumptions as to future events that may not prove accurate. Actual results may differ materially from what is expressed in this presentation. • Any such statements, opinions and estimates in this presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements contained in this presentation are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of the Group, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward-looking statements may also assume the success of the Group's business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond EBR's control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward-looking statements may have been prepared or otherwise. • To the maximum extent permitted by law, no responsibility for any loss arising in any way (including by way of negligence) from anyone acting or refraining to act as a result of this presentation or its contents is accepted by EBR or any of its officers, employees or agents. Past performance • Past performance, including the pro-forma historical information in this presentation is given for illustrative purposes only and should not be relied on, and is not, and an indication of future performance including future security price information. Historical information in this presentation relating to EBR is information that has been released to the market. For further information, please see past announcements released to ASX. Nothing contained in this presentation nor any information made available to investors or potential investors is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Important Notices and disclaimer 4 • Past performance is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of achievement or reasonableness of any forward- looking statements or other forecast. Not an offer • This presentation is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (“ASIC”)). This presentation is not and should not be considered an offer or an invitation to acquire the New CDIs or any other financial products and does not and will not form any part of any contract for the acquisition of the New CDIs. • The SPP will be made on the basis of the information contained in the SPP offer booklet (“SPP Offer Booklet”) to be prepared for eligible securityholders in Australia and New Zealand and made available following its lodgement with ASX. Any eligible securityholder in Australia or New Zealand who wishes to participate in the SPP should review the SPP Offer Booklet before deciding whether to apply for New CDIs under the SPP. Anyone who wishes to apply for New CDIs under the SPP will need to apply in accordance with the instructions contained in the SPP Offer Booklet. • The distribution of this presentation outside of Australia may be restricted by law and any such restrictions should be observed, including those set forth below. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this presentation may not be released or distributed to, or relied upon by, any person in the ‘United States’ or any ‘US Person’ (“US Person”), each as defined in Regulation S under the United States Securities Act of 1933 (“US Securities Act”), as amended. • This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. The offer and sale of the New CDIs and underlying shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New CDIs in the Capital Raise may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, any US Persons unless they are registered under the US Securities Act and any applicable United States state securities laws (which EBR is not obligated to do), or are offered and sold pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable United States state securities laws. For further discussion of US offer and transfer restrictions, please see the section captioned “Restrictions under Regulation S under the US Securities Act”. • Refer to pages 41 to 44 of this presentation for further details about international offer restrictions. Financial data • Investors should note that this presentation may contain unaudited financial information that has been prepared by EBR’s management. The presentation of certain financial information may not be compliant with EBR’s financial statements disclosed in its Form 10-Q for the first quarter of 2025 prepared under US GAAP. Certain financial data in this presentation is “non- IFRS financial information” under Regulatory Guide 230 (Disclosing non-IFRS financial information) published by ASIC. • All values are stated in U.S. dollars or Australian dollars, as specified. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Important Notices and disclaimer 5 Restrictions under Regulation S under the US Securities Act Regulation S • The offer and sale of New CDIs is being made in reliance on the safe harbour from the registration requirements under the US Securities Act afforded by Category 3 of Regulation S for offers of securities made outside the United States to persons that are not, and are not acting for the account or benefit of, US Persons. Accordingly, the offer and sale of the New CDIs (and the shares underlying the New CDIs) have not been, and will not be, registered under the US Securities Act or the laws of any state or other jurisdiction in the United States. • The New CDIs (and the shares underlying the New CDIs) are ‘restricted securities’ (as defined in Rule 144 under the US Securities Act). This means that an investor will not be able to sell the New CDIs or the underlying shares in the United States, to a US Person or to any person acting for the account or benefit of a US Person for a period of six months from the date of allotment of the New CDIs (the “Distribution Compliance Period”) (which period could be extended), unless the re-offer and re-sale of the New CDIs (and the underlying shares) are registered under the US Securities Act or an exemption from registration is available. The Distribution Compliance Period may restart if, among other reasons, the Company determines to issue additional CDIs. If this were to occur, the Distribution Compliance Period would restart as at the date of settlement of such offer and sale of additional CDIs. Accordingly, the market for New CDIs is likely to be limited to the ASX. • The New CDIs will no longer be required to bear a restricted stock identifier and associated transfer restrictions after the Distribution Compliance Period ends, subject to approval by the ASX and delivery of certain opinions, and unless requested by the Company in compliance with applicable law. The Company can provide no assurance that the restricted stock identifier will be removed following completion of the Distribution Compliance Period. • To enforce the above transfer restrictions, the ASX ticker symbol for the New CDIs will bear a “FOR US” designation. This designation effectively prevents New CDIs from being sold on ASX to U.S. Persons during the Distribution Compliance Period. However, New CDIs may be freely transferred on the ASX to any non-U.S. Person. Hedging transactions with regard to the New CDIs (or the underlying shares) may be conducted during the Distribution Compliance Period only in accordance with the US Securities Act, including outside the United States in compliance with Regulation S. Requirements of ASX • During the Distribution Compliance Period: a) the New CDIs will be classified as FOR securities under the ASX Settlement Operating Rules and will be identified on trading screens as being on the FOR list. For this purpose, “Foreign Person” will be defined as a “US Person” and the permitted foreign ownership level will be zero. As a result, no US Person may apply for New CDIs; b) if for any reason New CDIs are purchased by a US Person, the New CDIs will be divested under the ASX Settlement Operating Rules; c) ASX will publish an explanation of the restricted stock identifier beginning a reasonable period prior to initial quotation of the New CDIs on ASX and continually thereafter; the New CDIs will be identified in the records maintained by entities such as CUSIP Global Services as restricted under the US Securities Act so that participants in book entry clearance facilities and others that trade the New CDIs will have notice that transfers of the New CDIs to US purchasers are restricted and must qualify under an appropriate exemption; For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Important Notices and disclaimer 6 d) the ASX will advise ASX Participating Organisations that, during the Distribution Compliance Period, no transaction on the ASX involving the New CDIs will be effected if such participant has knowledge that the purchaser is in the United States, is a US Person or is acting for the account or benefit of a US Person; e) cause the description of the New CDIs on the ASX trading screens to include an identifier to indicate the restrictions the New CDIs are subject to under US securities laws during the Distribution Compliance Period; and f) include in the holding statement provided by ASX Settlement to investors who hold their New CDIs in the CHESS sponsored sub-register a description of the fact that the purchaser now holds a restricted security and is subject to the offer and resale restrictions of the New CDI during the Distribution Compliance Period. Disclaimer • The Placement is fully underwritten by J.P. Morgan Securities Australia Limited (ACN 003 245 234) (“J.P. Morgan”) and Morgans Corporate Limited (ACN 010 539 607) (“Morgans”). • J.P. Morgan, Morgans, E&P Capital Pty Limited (ACN 137 980 520) (“E&P”) and Wilsons Corporate Finance Limited (ACN 057 547 323) (“Wilsons”) are acting as joint lead managers and joint bookrunners (“Joint Lead Managers and Bookrunners”) to the Placement. • To the maximum extent permitted by law, the Company and the Joint Lead Managers and their respective related bodies corporate and affiliates, and their respective officers, directors, employees, partners, consultants, contractors, representatives, agents and advisers (in respect of the Joint Lead Managers, “JLM Parties”): i. disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any expense, damage, cost or loss (including consequential or contingent loss or damage) arising from this presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this presentation or the Capital Raise; ii. disclaim any obligations or undertaking to release any updates or revision to the information in this presentation to reflect any change in expectations or assumptions; and iii. do not make any representation or warranty, express or implied, as to the accuracy, reliability, fairness or completeness of the information in this presentation or that this presentation contains all material information about the Company, the Capital Raise or that a prospective investor or purchaser may require in evaluating a possible investment in the Company or acquisition of New CDIs in the Company, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward looking statement. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Important Notices and disclaimer 7 • The JLM Parties take no responsibility for the Capital Raise and make no recommendations as to whether any person should participate in the Capital Raise nor do they make any representations or warranties (express or implied) concerning the Capital Raise or any information contain in this presentation, and they disclaim (and by accepting this presentation you disclaim) any fiduciary relationship between them and the recipients of this presentation, or any duty to the recipients of this presentation or participants in the Capital Raise or any other person. The JLM Parties have not authorised, permitted or caused the issue, submission, dispatch or provision of this presentation nor have they independently verified any of the information in this presentation, and, for the avoidance of doubt, and except for references to their name, none of the JLM Parties makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them and they take no responsibility or liability for any part of this presentation or the information within. The JLM Parties may rely on information provided by or on behalf of institutional investors in connection with managing and any settlement underwriting of the Placement and without having independently verified that information and the JLM Parties do not assume any responsibility for the accuracy or completeness of that information. The JLM Parties may have interests in the securities of the Company, including by providing corporate advisory services to the Company. Further, the JLM Parties may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Joint Lead Managers will receive fees for acting in its capacity as joint lead managers to the Capital Raise and J.P. Morgan and Morgans will receive fees for settlement underwriting the Placement. • You acknowledge and agree that determination of eligibility of investors for the purposes of the Capital Raise is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Joint Lead Managers and each of the Company (and its related bodies corporate, affiliates, officers, directors, employees, agents and advisers) and the Joint Lead Managers (and their respective JLM Parties) disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. • Each of the Joint Lead Managers and their respective related bodies corporate and affiliates (“JLM Group”) is a full-service financial institution engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Each of the JLM Group have provided, and may in the future provide, financial advisory, financing services and other services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, each of the JLM Group and its employees and officers may act as market maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and those investment and trading activities may involve or relate to assets, securities and/or instruments of the Company, and/or persons and entities with relationships with the Company. Each of the JLM Group and its employees and officers may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of those assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in those assets, securities and instruments. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Important Notices and disclaimer 8 • In connection with the Placement, one or more investors may elect to acquire an economic interest in the New Securities (“Economic Interest”), instead of subscribing for or acquiring the legal or beneficial interest in those securities. A member of the JLM Group may, for its own respective account, write derivative transactions with those investors relating to the New CDIs to provide the Economic Interest, or otherwise acquire securities in the Company in connection with the writing of those derivative transactions in the Placement and/or the secondary market. As a result of those transactions, that member of the JLM Group may be allocated, subscribe for or acquire New CDIs or securities of the Company in the Placement and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in the Company acquired by that member of the JLM Group in connection with their ordinary course sales and trading, principal investing and other activities, result in that member of the JLM Group disclosing a substantial holding and earning fee. • The JLM Group may also receive and retain other fees, profits and financial benefits in each of the above capacities and in connection with the above activities, including in its capacity as a Joint Lead Manager to the Placement. Acknowledgement and representation and warranty • By receiving this presentation, you acknowledge and agree that you understand the contents of this notice and that you agree to abide by its terms and conditions. By receiving this presentation, you further agree, irrevocably and unconditionally, to submit to the non- exclusive jurisdiction of the courts of Victoria, in respect of any disputes, actions, suits or proceedings arising out of, or relating to, this presentation. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Executive summary 9 Novel technology • The WiSE® CRT System is the world’s smallest inside-the-heart wireless cardiac pacing device, and the only leadless device to provide Cardiac Resynchronization Therapy (CRT) • There are no direct competitors for the WiSE CRT System as it is complementary and can be used in conjunction with leadless pacemakers FDA approved with substantial IP portfolio • FDA approval for WiSE® CRT system received on 11 April 2025 (US PDT) / 12 April 2025 (AEST) • 20+ years of R&D and an extensive portfolio of patents • Eligibility for inpatient add-on payments confirmed by CMS (NTAP1). Outpatient requirements are met, but subject to final CMS decision (TPT1). Both programs are anticipated to commence October 2025 Significant market opportunity • Initially targeting US$3.6bn market opportunity in the US • Opportunity to expand the addressable market by targeting new patient groups, indications and geographies Commercialisation strategy • Initially targeting a Limited Market Release (LMR) through legacy sites and accounts where EBR can leverage its Key Opinion Leader (KOL) relationships, ramping towards expanding commercial distribution in 2026 • CRT market is concentrated in top hospitals – allows EBR to be focused when targeting these sites • Lease for new manufacturing facility in place to support scale and future growth • Disciplined roll-out strategy is supported by ongoing investment into expanding our commercial leadership and sales teams • Targeting first sale in H2 2025 Capital raising details • EBR has received firm commitments to raise A$55.9 million by way of a fully underwritten Institutional Placement (“Placement”) • EBR also intends to undertake a non-underwritten Security Purchase Plan (“SPP”) to the eligible securityholders to raise approximately an additional A$6 million • New CHESS depositary interests over shares of common stock (“New CDIs”) under the Placement is at a fixed price of A$1.00 per New CDI, representing a discount of 17.7% to the last close of A$1.2152 and a 12.6% discount to the 10-day VWAP of A$1.1442 • Funds raised will be used to support commercialisation activities, with a particular focus on scaling up manufacturing and sales force capabilities • Post completion of the Placement, EBR will have a pro-forma cash balance of US$84m / ~A$131m3 which will see the Company into Q4 2026 (1) NTAP: New Technology Add-on Payment, TPT: Transitional Passthrough Payment (2) As at close on Tuesday, 20 May 2025 (3) Pro-forma based on cash balance of US$50.2m at 31 March 2025, completion of the US$33.5m raise ($35.8m gross raise net of US$2.3m of fees) derived above, Fx rate of .64/USD/AUD – it is nonreflective of cash consumed since 31 March 2025 Institutional Placement of A$55.9 million and Security Purchase PlanFor personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Investment highlights 10 Developer of the world’s first and only leadless pacemaker for heart failure High value market opportunity Large markets Targeting an initial addressable market of US$3.6bn in the US Unique solution No competition as the WiSE CRT system is complementary to other leadless devices. It is the only leadless device to deliver CRT Pathways to market FDA approval received US FDA approval received 11 April 2025 US PDT / 12 April 2025 AEST Defined Strategy Clear commercial strategy in place Limited Market Release (LMR) in first year of commercialisation with first sales expected in H2 2025 Multiple pathways for reimbursement Eligibility for inpatient add-on payments confirmed by CMS. Outpatient requirements are met, subject to CMS decision. Both anticipated to commence October 2025 Manufacturing facilities in place New facility in development to support commercial growth and scale For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Traditional CRT systems are suboptimal 11 Traditional CRT systems use wires or leads to deliver energy to the heart, which can lead to many problems. Difficult to place Leads can migrate and sometimes fracture Leads can become a way for pathogens to reach the myocardium Coronary Sinus limits LV lead placement locations Leads can be associated with phrenic nerve stimulation Left Ventricle (LV) lead must be placed outside the heart to avoid blood clots For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON EBR has a leadless solution for the heart 12 EBR’s WiSE CRT System is the only leadless device that can deliver cardiac resynchronisation therapy (1) Illustrative sizing (not to scale) Left ventricle1 EBR Systems WiSE CRT System Right ventricle / atrium1 Medtronic Micra® Boston Scientific Empower® Abbott Aveir® WiSE CRT System fills the gap The only leadless solution for left ventricle (LV) pacing Other wireless pacemakers are too big for LV pacing Their size increases the risk of blood clots, restricting their use to right ventricle (RV) and right atrium (RA) pacing only Complementary solution WiSE CRT System can be used in conjunction with leadless pacemakers to deliver CRT Strong competitive protection WiSE CRT System is protected by over 100 issued patents globally Extravascular / Subcutaneous ICD1 Medtronic Aurora® Boston Scientific Emblem® For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Leadless Upgrades • Patients with a leadless right ventricle pacemaker can only upgrade with WiSE CRT System to receive effective CRT • WiSE CRT System paired with the Medtronic Micra (Abbott Aveir pending)* Acute Lead Failure Unable to implant CRT wire in a new CRT patient. High Risk Upgrades Patient requiring CRT, but is deemed too high risk for a conventional CS lead placement Chronic Lead Failure Traditional CRT system implanted but has ceased to provide effective CRT Targeting a US$3.6bn initial addressable market 13 At commercial launch, EBR estimates an initial addressable market of ~US$3.6bn $4.7bn $4.0bn $4.8bn Worldwide CRM Market (~US$13.6bn)1 Cardiac Resynchronisation Therapy Defibrillation (1) Cardiac Rhythm Market - Grand View Research; (2) Grand View Research – Leadless Pacemakers Market, Cardiac Rhythm Market, Cardiac Resynchronization Therapy Market, WiSE current indications Initial Addressable market (~US$3.6bn)2 $0.93bn $0.41bn$0.77bn $1.45bn Further growth potential *Medtronic's Micra leadless pacemaker has been qualified for use with WiSE CRT. Abbott’s Aveir leadless pacemaker has not yet been qualified for use with WiSE CRT, but testing conducted by EBR is in progress. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Approved Indications Support US$3.6bn TAM 14 The FDA has approved the WiSE CRT System with the expected indications The WiSE CRT System is indicated for adult patients who are at least 22 years of age, are indicated for cardiac resynchronization therapy (CRT), have an existing implanted right ventricular pacing system, and are in one of the following two categories: • Patients in whom previous coronary sinus lead implantation was unsuccessful, or where an implanted lead has been turned off – referred to as “previously untreatable” • Patients with previously implanted pacemakers* or ICD’s in whom standard CRT upgrade is not advisable due to known relative contraindications for CS lead or CRT device implantation, referred to as “high-risk upgrades” Contraindications: 1. Patients on triple anticoagulant who cannot tolerate peri-procedural stopping of anticoagulation therapy 2. Patients who cannot tolerate, or are allergic or hypersensitive to, procedural anticoagulation or contrast agents, or to the post-procedural antiplatelet regimen * Includes leadless pacemakers. Medtronic's Micra leadless pacemaker has been qualified for use with WiSE CRT. Abbott’s Aveir leadless pacemaker has not yet been qualified for use with WiSE CRT, but testing conducted by EBR is in progress. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Clear commercialisation strategy in place 15 Breakthrough device designation provides multiple pathways for reimbursement ✓ Eligibility for inpatient add-on payments has been confirmed by CMS (NTAP1). Outpatient requirements are met, but subject to final CMS decision (TPT1). Both programs are anticipated to commence October 2025 ✓ Both reimbursement schemes for in-patient and out-patient procedures expected to allow WiSE CRT System to have ASP1 >US$45,0002 Continued investment in expanding leadership team and sales force ✓ Investment into leadership team including appointment of Chief Commercial Officer and 2 VPs of Sales and a VP of Marketing ✓ Direct sales force with 7 distinct territories, each consisting of a sales rep and a clinical / technical specialist ✓ Direct sales model allows control and ownership of highly technical product Disciplined approach to commercialisation, limiting execution risk ✓ Adopting a Limited Market Release (LMR) in late 2025 through legacy sites and accounts where we can leverage KOL relationships ✓ Focused subset of strategic hospitals to be targeted given CRT market is highly concentrated ✓ Significant support and advocacy from US physicians ✓ New facility in Santa Clara, California in place for in-house manufacturing to support long-term commercial growth and scale ✓ Goal to achieve a sustainable utilisation rate of two implants per hospital per month post reimbursement ✓ Targeting first sale in H2 2025 (1) ASP: Average Selling Price, NTAP: New Technology Add-on Payment, TPT: Transitional Passthrough Payment; (2) U.S. pricing with New Technology Add-on Payment (NTAP) post-approval For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Manufacturing facilities in place to support commercialisation objectives 16 EBR has secured a new state-of-the-art facility at favourable terms to support long-term commercial growth and scale For further information see ASX announcement ‘EBR leases new facility to expand manufacturing capabilities’, 28 January 2025 Significant Facility Expansion: • New 11-year lease secured for 51,000 sq ft (4,751 sqm) facility • Expansion of manufacturing capability from critical manufacturing processes to manufacture of complete units • Expands EBR’s manufacturing capacity to accommodate future growth and demand for WiSE Phased Financial Commitment: • Rent payments deferred until January 2026 • Gradual space occupancy and rent scaling up annually to full occupancy by year four • Landlord to finance approximately US$4m in tenant improvements Timing: • Facility upgrades and qualifications to be completed progressively over the next year, with full transition to the new facility expected in H1 2026 State-of-the-art facility in Santa Clara, California For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Strong Support from Global Key Opinion Leaders “Following FDA approval, the WiSE System brings a leadless solution to left ventricular pacing, eliminating the biggest limitation of conventional CRT – the lead. This is a game-changer for patients who were previously untreatable due to anatomy or lead failures.” “EBR Systems’ WiSE technology is the future of CRT and pacing. Today it allows us to treat previously failed patients. WiSE also has a unique opportunity to enable Leadless Left Bundle Branch Pacing or Conduction System Pacing, and down the road, act as a standalone system.” "The WiSE CRT system has enabled me to successfully treat many patients who had previously failed treatment with conventional CRT devices. Without WiSE, these heart failure patients would be relegated to progressive deterioration of their condition and repeated hospitalizations." Niraj Varma, MD, PhD, FRCP Professor of Medicine, Cleveland Clinic, Cleveland Ohio, USA Prash Sanders, MBBS, PhD, FHRS Cardiologist & Electrophysiologist, University of Adelaide, Adelaide, Australia Timothy Betts, MD, MBChB, FRCP Cardiologist & Electrophysiologist Oxford University Hospitals NHS Foundation Trust, Oxford, UK 17 For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Will they pay for it? Payor criteria for coverage whether implicit (no NCD) or explicit (with NCD) to ensure appropriate utilisation. Reimbursement System 18 The reimbursement system in the US is a function of coding and coverage to determine the amount paid for a procedure Coding Coverage Payment Coding allows uniformity in claims submission for a specific service – “The language of insurers” • CPT • ICD-10-PCS • ICD-10-CM • HCPCS • APC • MS-DRG How much will they pay for it? The amount paid for the procedure or bundle of services provided. To offset the costs of new technologies CMS established NTAP and TPT. Procedure and Diagnosis Codes Payment Codes For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON WiSE Reimbursement 19 EBR has multiple pathways for WiSE Reimbursement Medicare Coverage Medicare In-patient Payment Medicare Out-patient Payment Transitional Coverage of Emerging Technologies (TCET) - Active discussions with CMS. Timing TBD Benefits of TCET: • Early CMS engagement for an efficient review process • Expedited Medicare coverage • Transitional Medicare coverage for up to 5 years • Expanded optionality for reimbursement programs available to EBR New Technology Add-On Payment (NTAP) - Effective 1 October 2025 Benefits of NTAP: • Increased hospital adoption • Reduced financial barriers for patients and improves access • Validates the technology’s innovation and clinical benefit • Ensures near-term reimbursement support Transitional Pass-Through (TPT) - Effective 1 October 2025 Benefits TPT: • Increased hospital adoption • Allows sales teams to present a clear reimbursement pathway to hospitals • External validation that the technology represents a meaningful clinical advancement For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Favourable US market dynamics 20 Market dynamics in the US support initial adoption of the WiSE CRT System (1) CMS: Centers for Medicare & Medicaid Services, NTAP: New Technology Add-on Payment, TPT: Transitional Passthrough Payment, TCET: Transitional Coverage for Emerging Technologies; (2) In the case of NTAP, selling price expected to be covered by NTAP payment plus current MS-DRG payment Market validation • Support of Key Opinion Leaders (KOLs) • Unmet need underscored by FDA breakthrough device designation • CRT market is highly concentrated - targeting high-volume CRT procedure sites Low hospital adoption barriers • Low barrier for opening new accounts • No capital equipment required and reimbursement anticipated from October 2025 • Proven and refined implanter training program Reimbursement1 • Strong pathway to NTAP1 and TPT1 reimbursement schemes post FDA approval, which will provide payment to cover EBR’s selling price2 • WiSE one of first 5 technologies accepted onto CMS TCET1 reimbursement pathway For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Long term growth strategy 21 Long term growth opportunity targeting new patient groups, indications and geographies Pursue new indications Progress clinical studies to expand indications and diversify product applications, opportunity to build a new market as first-line-therapy Product development Grow addressable market through product development initiatives including a rechargeable battery Expand internationally Launch in select OUS1 markets as regulatory and reimbursement coverage is secured using US market entry as a template for success (1) OUS: Outside the US For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Clinical development: Totally Leadless CRT 22 EBR is actively progressing activities to initiate studies to support expanded indication Development status • Initiate the TLC-AU study in Australia & UK H2 2025 Commercial benefits • Increased adoption of leadless pacemakers expands the need for WiSE, including upgrading dual chamber leadless pacemakers • Opportunity to build a new market as first-line therapy with de novo totally leadless CRT Patient benefits • Avoid complications associated with lifelong implant of transvenous pacing leads • More physiological pacing therapy +or For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Upcoming milestones 23 EBR continues to achieve significant value catalysts and pave the way to future value creation ✓ Headline data released at Heart Rhythm Society conference ✓ Randomised data presented at Asia-Pacific Heart Rhythm Society ✓ Publication of manuscript in a peer reviewed medical journal ✓ Additional sub-studies published using SOLVE-CRT dataset ✓ New long-term manufacturing facility secured ✓ FDA approval received ❑ Launch commercially in the US - first sales expected in H2 2025 ❑ Establish reimbursement ❑ TPT – Anticipated October 2025 ❑ NTAP - Anticipated October 2025 ❑ TCET – Active discussions ongoing ❑ Continue clinical publications ❑ Initiate ACCESS and TLC studies ❑ Expand manufacturing facility ❑ Expand use of WiSE CRT System into new patient groups ❑ Drive adoption in US ❑ Advance rechargeable battery project Delivered Near term (2025- 2026) Next steps (2026 +) For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Summary 24 EBR remains driven to deliver superior treatment for patients suffering from cardiac rhythm diseases Developer of the world’s first and only leadless pacemaker for heart failure EBR’s WiSE® CRT System has no direct competitors and is complementary to other pacemaker technologies FDA approval and breakthrough device designation provides preferred reimbursement pathway for high ASP Disciplined commercialisation strategy in place focusing on high-volume procedure sites in the US, minimising execution risk Significant market opportunity with an initial addressable market of US$3.6bn and potential for further growth opportunity to expand into other indications For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY US PERSON NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Capital Raise 25 For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Offer summary 26 Institutional Placement to raise A$55.9 million and Security Purchase Plan Placement size • A fully underwritten Institutional Placement (“Placement”) to raise A$55.9 million • 55.9 million New CDIs will be issued under the Placement which represents approximately 15% of existing CDIs on issue in EBR under EBR’s placement capacity under ASX Listing Rule 7.1 Placement price • The issue price of the New CDIs to be issued under the Placement will be at a fixed price of A$1.00 per New CDI (“Placement Price”) which represents: − A discount of 17.7% to EBR’s last close of A$1.215 on Tuesday, 20 May 2025 − A discount of 12.6% to the 10-day VWAP of A$1.144 up to and including Tuesday, 20 May 2025 Security Purchase Plan • A non-underwritten Security Purchase Plan (“SPP”) will also be offered to eligible securityholders. EBR is targeting to raise approximately an additional A$6 million under the SPP, free of any brokerage, commission and transaction costs1 • The price for the SPP will be the lower of the Placement Price or a 2% discount to the 5-day VWAP of EBR securities up to, and including, the closing date of the SPP (currently expected to be Thursday, 12 June 2025) • An Offer Booklet (“SPP Booklet”) containing further details about the SPP will be made available to eligible CDI holders on or about Wednesday, 28 May 2025 • SPP Record date: 7:00pm (AEST) Wednesday, 21 May 2025 Ranking • New CDIs issued under the Placement and SPP will rank equally with existing CDIs from their respective issue dates Joint Bookrunners and Joint Lead Managers • The Placement is fully underwritten by J.P. Morgan Securities Australia Limited (“J.P. Morgan”) and Morgans Corporate Limited (“Morgans”) • J.P. Morgan, Morgans, E&P Capital Pty Limited (“E&P”) and Wilsons Corporate Finance Limited (“Wilsons”) are acting as joint lead managers and joint bookrunners (“Joint Lead Managers and Bookrunners”) to the Placement (1) Depending on the level of demand, EBR reserves the right to increase the size of the SPP or to scale back applications in its absolute discretion For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Indicative timetable 27 Event Date Record date for SPP (7:00pm AEST) Wednesday, 21 May 2025 Trading halt lifted, announce Completion of Placement Thursday, 22 May 2025 Settlement of new CDIs issued under the Placement Tuesday, 27 May 2025 Allotment of new CDIs issued under the Placement Wednesday, 28 May 2025 SPP offer period opens, SPP Offer Booklet dispatched Wednesday, 28 May 2025 SPP offer period closes Thursday, 12 June 2025 SPP completion announcement Wednesday, 18 June 2025 Allotment of new CDIs issued under the SPP Thursday, 19 June 2025 Commencement of normal trading in new CDIs issued under the SPP Friday, 20 June 2025 The above timetable is indicative only. The Company or Joint Lead Managers may vary any of the above dates without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable law. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Sources & uses of funds 28 Funding to support the commercialisation ramp, manufacturing scale up, R&D, general / administrative and working capital Sources A$m US$m Placement 56 36 Total Gross Raise $56m $36m Uses A$m US$m Sales and Marketing 20 13 Manufacturing Scale Up (including tooling) 13 8 Research and Development 17 11 General Administrative, Working Capital and Offer Costs 6 4 Total Gross Raise $56m $36m (1) Pro-forma based on cash balance of US$50.2m at 31 March 2025, completion of the US$33.5m raise ($35.8m gross raise net of US$2.3m of fees) derived above, Fx rate of .64/USD/AUD – it is nonreflective of cash consumed since 31 March 2025 • Post completion of the Placement, EBR will have a pro-forma cash balance of US$84m / ~A$131m1 • The proceeds will be used to advance the commercialisation and manufacturing scale up of EBR’s WiSE CRT system, with a particular focus on scaling up manufacturing and sales force capabilities and will fund the business into Q4 2026 • Any additional funds raised under the SPP will be used for the same purposes as the Placement proceeds For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY US PERSON NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Appendix 29 For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 30 1. Company Specific Risks In addition to the general risks noted in in this Presentation, investors should be aware of the specific risks of an investment in EBR. These specific risks include, but are not limited to, those risks referred to below. 1.1 Reimbursement for EBR's products in the United States and in key international jurisdictions The Company expects to derive its revenue in the United States from sales to hospital and medical centres, which typically bi ll all or a portion of the costs and fees associated with the Company's products to various third party payers, including Medicare, Medicaid, private commercial insurance companies, health maintenance organisations and other healthcare-related organisations, and then bill patients for any applicable deductibles or co-payments. As a result, access to adequate coverage and reimbursement for the Company's products by third -party payers is essential to the acceptance of the Company's products by its customers. However, in the United States, there is no uniform policy of coverage and reimbursement for medical device products and services among third-party payers, so coverage and reimbursement can differ significantly from payer to payer, and each coverage decision and level of reimbursement is independent. As a result, third-party reimbursement may not be available or adequate for the Company's products, and there is no guarantee that the Company will be able to achieve adequate reimbursement for using EBR's products. Further, payers continually review new technologies for possible coverage and can, without notice, deny coverage for products and procedures or delay coverage approval until further clinical data is available. As a result, the coverage determination process is often a time-consuming and costly process that may require the Company to provide scientific and clinical support for the use of its products to each payer separately, with no assurance that coverage and adequate reimbursement will be obtained, or maintained if obtained. If third-party reimbursement is not available or adequate for the Company's products, or if there is any decline in the amount that payers are willing to reimburse customers, new customers may not adopt, or may reduce their rate of adoption of, the Company's products and EBR could experience additional pricing pressure, any of which could have a material adverse effect on the Company's business, financial condition and results of operations. If sufficient levels of coverage and reimbursement are not available for procedures using WiSE® CRT System, in either the United States or internationally, the demand for the Company's products and its revenues will be adversely affected. 1.2 Market adoption of WiSE® CRT System EBR's business model depends on hospitals and clinics in the U.S. and in other markets where it obtains the required regulatory approvals adopting WiSE® CRT System for the treatment of heart failure with CRT. FDA approval of WiSE® CRT System does not guarantee market adoption and as such, there is no certainty that all or any of these sites will adopt WiSE® CRT System, or that there will be broad market acceptance. Even if a site does adopt WiSE® CRT System, the site may not adopt WiSE® CRT System at the levels required to support EBR's business model and growth strategy. If EBR's technology is not increasin gly adopted or favoured by hospitals, clinics and physicians, EBR's ability to achieve its growth strategy and generate revenue will be significantly impaired. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 31 1.3 Reliance on key suppliers for product components EBR's products include components that are manufactured and supplied by third parties, some of which are single-source suppliers. The products are then assembled, validated and tested by these third parties or at the Company's headquarters in California. There are inherent risks in relying on third-party suppliers for the Company's product components, especially since any change to the manufacturing process of an approved medical device requires significant documentation and, in many cases, supplemental testing. A disruption at a key supplier could cause a substantial delay in the availability of EBR’s products, leading to a potential loss of sales. In addition, for reasons of quality assurance, cost effectiveness, or availability, some of the components needed to manufacture EBR’s products are obtained from sole suppliers. Due to the stringent regulations and requirements of regulatory agencies, the Company may not be able to quickly establish additional or replacement sources. It could be difficult, costly and time consuming to obtain alternative sources for these components, or to change product designs to make use of alternative components. 1.4 Physician training The success of EBR's products depends in part on hospitals' and physicians' adherence to appropriate patient selection and pr oper techniques provided in training sessions conducted by the Company. However, physicians rely on their previous medical training and experience, and EBR cannot guarantee that all such physicians will have the necessary skills or training to effectively utilise WiSE® CRT System. If physicians use the Company's products in a manner that is inconsistent with their labelled indications, with components that are not compatible with EBR's products or without adhering to or completing the requisite training sessions, their patient outcomes may not be consistent with the outcomes achieved by other physicians or in EBR's clinical trials. This result may negatively impact the perception of patient benefit and safety and limit adoption of EBR's products. 1.5 Sales and marketing resources Whilst the Company has been investing in expanding its executive leadership team in sales and marketing, and its direct sales force, the Company currently has limited sales and marketing resources. To successfully scale sales of its CRT products, the Company will need to, among other things, continue to build marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. There is a risk that the Company will be unable to develop sufficient sales and marketing capabilities or collaborations with third parties to effectively commercialise WiSE® CRT System. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 32 1.6 Cyber security breaches, loss of data and other disruptions In the ordinary course of the Company's business, it may become exposed to, or collect and store sensitive data, including pr ocedure-based information and legally protected health information, insurance information and other potentially personally identifiable information. The Company also stores sensitive intellectual property and other proprietary business information. Although EBR takes measures to protect sensitive information from unauthorised access or disclosure, its information technology may be vulnerable to cyber-attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. The Company is investing in protections to reduce these risks and continue to monitor its systems on an ongoing basis for any current or potential threats. There can be no assurance, however, that these efforts will prevent breakdowns or breaches to the Company or its third-party providers' databases or systems that could materially and adversely affect the Company's business, financial condition and results of operations. 1.7 Capital requirements EBR may require substantial additional funds to scale its business which may be dilutive or may not be available to EBR on favourable terms, or at all. EBR cannot guarantee the future availability of funds. If EBR requires additional funding and is unable to raise these funds, it could adversely impact EBR's business. 1.8 Managing growth The Company is experiencing substantial growth in its operations, and it expects to experience continued substantial growth i n its business. This growth has placed and will continue to place significant demands on management and the Company’s operational infrastructure. Any growth that the Company experiences in the future could require us to expand its sales and marketing personnel and manufacturing operations and general and administrative infrastructure. In particular, the Company only has limited experience in manufacturing its products in commercial quantities. Accordingly, the Company may encounter production delays or shortfalls. Any failure by the Company to address projected growth in a timely and efficient manner and keep up with demand for the Company’s product, may negatively i mpact the Company's financial performance. 1.9 Management resources and attracting and retaining skilled staff EBR's long term growth and performance is dependent on attracting and retaining highly skilled staff. Despite having structur ed incentive programs, there is a risk that EBR will be unable to attract and retain the necessary staff to pursue its business model. In particular, if Mr John McCutcheon, EBR's CEO, was to leave EBR, it would lose significant technical and business expertise and EBR may not be able to find a suitable replacement. This would affect how efficiently EBR operates its business, and its future financial performance could be impacted. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 33 1.10 New or competing technologies or products EBR expects to generate the vast majority of its revenue going-forward from the sale of WiSE® CRT System. The medical device industry is competitive, subject to rapid change and significantly affected by new product introductions. Although the Company believes that there are currently no products or technologies that are commercially compa rable to WiSE® CRT System, there are a number of other products and devices on the market which are commonly used to perform conventional CRT procedures. To this end, EBR may compete with larger companies who manufacture and sell CRT products, including Abbott Laboratories Inc., Boston Scientific Inc., and Medtronic plc. If competitors develop new products (which could include devices or drugs) or technologies that offer better combinations of price and performance than the Company can offer for the treatment of certain types of heart failure, EBR's products or future products may become obsolete or not competitive, which would have a significant negative effect on the Company's business and financial position. 1.11 Continued research and development costs Developing medical devices and related technologies is expensive and the investment in the development of these product offerings often involves an extended period of time to achieve a return on investment. An important element of EBR's business strategy is to continue to make investments in innovation and related product opportuniti es. EBR believes that it must continue to dedicate resources to its innovation efforts to develop product offerings in order to achieve a competitive position and expand the total addressable market opportunity. EBR may not, however, receive significant revenues from these investments for several years, or at all. 1.12 Future clinical trials and long-term effects of WiSE® CRT System As a condition of the FDA approval of the WiSE® CRT System, the Company is required to undertake a post-approval study (PAS) to monitor the safety and efficacy of the WiSE® CRT System. Although the preliminary clinical data from the SOLVE-CRT trial met the Company’s primary endpoints, it may not necessarily be predictive of the results of the PAS or future clinical trials that may be needed to be conducted to support regulatory approval in other jurisdictions. WiSE® CRT System is a relatively new potential solution for treating heart failure with CRT. The long-term effects of using WiSE® CRT System have not been studied and the results of short-term clinical use do not necessarily predict long-term clinical benefits or reveal long-term adverse effects. There is no assurance that future trials will meet their endpoints or that regulatory bodies such as the FDA and TGA will agree that the Company’s products are sufficiently safe and effective to support or maintain regulatory approval.For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 34 1.13 Pricing and margins The Company can give no assurance that it will be able to achieve satisfactory prices for the WiSE® CRT System or maintain prices at the initial levels it achieves. Accordingly, there is no certainty that the Company will be able to achieve or maintain over time the average selling price of WiSE® at the Company’s present target of US$45,000 or higher. Any decline in the amount that payors reimburse EBR's customers for procedures involving the use of the Company's products could make it difficult for customers to use, or to adopt, EBR's products and cou ld create additional pricing pressure for EBR. Further, if the Company’s cost of goods increases and it is unable to offset such an increase with an increase in its prices, EBR’s margins could erode. 1.14 Defects or failures, and product liability claims EBR’s business is subject to significant risks associated with the manufacture, distribution and use of medical devices that are placed inside the human body, including the risk that patients may be severely injured by or even die from the misuse or malfunction caused by design flaws or manufacturing defects. In addition, component failures, design defects, off-label uses, or inadequate disclosure of product-related information could also result in the injury or death of a patient. These problems could lead to a recall or market withdrawal of, or issuance of a safety alert relating to, EBR’s products and could result in significant costs, negative publicity, and adverse competitive pressure. The medical device industry is subject to substantial litigation, and EBR will face an inherent risk of exposure to product liability claims in the event that the use of EBR's products results or is alleged to have resulted in adverse effects to a patient. Although EBR maintains product liability insurance, the Company cannot assure you that the scope or coverage limits of its insurance policies will be adequate, or that insurance will be available to it on acceptable terms, if at all. A product liability or other claim with respect to uninsured liabilities or in excess of the Company's insurance coverage would materially impact EBR's business, financial condition and operating results. 1.15 Protection and enforcement of intellectual property rights The protection of the intellectual property relied upon by EBR is critical to its business and commercial success. EBR has an extensive patent portfolio which includes 64 issued U.S. patents and 56 corresponding granted foreign patents. Tho ugh a patent may be issued, there can be no assurance that the patent is valid and enforceable. However, it should be noted in the U.S., a patent granted by the U.S. Patent and Trademark Office is presumed to be valid in court proceedings. In addition, there can be no assurance that any of the Company's pending patent applications will result in the issuance of a patent, or that the scope of protection provided by any patent that is granted will be identical to the scope of the application as originally filed. There is a risk that the Company's competitors may be able to compete with EBR by designing around the claims of EBR's patents, or by otherwise using products and techniques that are outside the scope of EBR's patents. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 35 1.16 Third party intellectual property rights disputes EBR does not believe that its activities infringe any third party's intellectual property rights. However, in the future the Company may be subjected to infringement claims or litigation arising out of patents and pending applications of third parties. Intellectual property authorities may also re-examine the patentability of licensed or owned patents. The defence and prosecution of intellectual property claims can be costly and time consuming to pursue, and their outcome is uncertain. If EBR is determined to have infringed the rights of third parties, the Company could be prevented from selling some of its products, which would have a significant negative effect on the Company's business and financial position. The Company has not budgeted for potential legal costs of intellectual property claims and significant legal costs would have a negative effect on the Company's financial position. 1.17 Market size for EBR's current and future products The Company's estimates of the annual total addressable markets for WiSE® CRT System are based on internal and third-party estimates, including, without limitation, the number of patients with heart failure requiring CRT and the internally derived average selling price expectations at which EBR anticipates it can sell products for but that has not been definitively established. While EBR considers the assumptions and the data underlying its estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting its assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, the Company's estimates of the annual total addressable market for its current or future products may prove to be incorrect. If the actual number of patients who would benefit from EBR's products, the price at which EBR can sell future products, or the annual total addressable market for EBR's produc ts is smaller than the Company has estimated, it may impair EBR's sales growth and have an adverse impact on its business. 1.18 Regulatory registrations or market approvals The manufacture, testing, labelling, sale and marketing of medical devices are subject to extensive regulation in the U.S., U K, Australia, Europe and other jurisdictions. Regulatory registrations or market approval of products can subsequently be withdrawn for a variety of reasons, including failure to comply with manufacturing regulatory requirements by the Company or any third-party contractors engaged by EBR to manufacture its products. Regulators have the power to ban products sold by EBR as well as to require the recall, repair, replacement or refund of such products. Further, regulators may change their approval policies or impose additional regulatory requirements on the Company that could increase its compliance costs, restrict its ability to maintain its current regulatory registrations or market approvals, prevent or delay approval of future products under development or impact its ability to modify its currently cleared products. EBR cannot guarantee that it will successfully maintain the registrations and approvals it obtains. Although EBR has received FDA approval of WiSE® CRT System, it is not assured of receiving future regulatory approvals or notified body certification in other jurisdictions, and cannot predict with certainty the timelines for such approvals or certifications, or other requirements that may be imposed by regulatory authorities (e.g. further clini cal trials (if required) or other requirements to prove the safety and effectiveness of its products). In addition, future changes or updates to EBR's products, which affect their safety or efficacy, may require new regulatory a pprovals or notified body certification in some jurisdictions (including the U.S.) before EBR may sell the revised product.For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 36 1.19 Regulatory requirements for manufacturing facility The manufacturing facility for EBR's products must meet stringent quality standards. Any failure to comply with the applicable regulatory requirements could result in, among other things, temporary manufacturing shutdowns, product recalls, product shortages, bans on imports and exports and a damaged brand name. 1.20 Single manufacturing facility The Company currently maintains a research and development, manufacturing and administrative operations in a building located in Sunnyvale, California. Should the building be significantly damaged or destroyed by natural or man-made disasters, such as earthquakes, fires (both of which are prevalent in California) or other events, it could take months to relocate or rebuild, during which time EBR’s employees may seek other positions, research, development, and manufacturing would cease or be delayed, and EBR’s products may be unavailable. EBR has entered into a new lease agreement to lease a new corporate headquarters, laboratory and manufacturing facility. Relo cating its manufacturing facility involves significant expense in connection with the movement and installation of key manufacturing equipment and any necessary recertification with regulatory bodies. If EBR’s manufacturing capabilities were impaired by the move, it may not be able to manufacture and ship products in a timely manner, which would adversely impact its business. 1.21 Relationships with physicians The research, development, marketing and sale of EBR's products and potential new and improved products depend upon EBR maint aining working relationships with physicians. EBR relies on these professionals to provide it with considerable knowledge and experience regarding the development, marketing and sale of EBR's products. Physic ians assist EBR in clinical trials, marketing, and as researchers, product consultants and public speakers. If EBR cannot maintain its strong working relationships with these professionals and continue to receive their advice and input, the development and marketing of its products could suffer, which could have a material adverse effect on its business, financial condition and results of operations. At the same time, the medical device industry's relationship with physicians is under increasing scrutiny by the U.S. Department of Health and Human Services Office of Inspector General (the OIG), the U.S. Department of Justice (the DOJ), U.S. state attorneys general and other foreign and domestic government agencies. The Company's failure to comply with requ irements governing the industry's relationships with physicians or an investigation into its compliance by the OIG, the DOJ, state attorneys general and/or other U.S. or foreign government agenci es, could have a material adverse effect on its business. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 37 1.22 FCPA and similar worldwide anti bribery laws and any investigation The U.S. Foreign Corrupt Practices Act (FCPA) and similar worldwide anti-bribery laws prohibit companies and their intermediaries from corruptly providing any benefits to government officials for the purpose of obtaining or retaining business. Due to the significant role government entities play in the administration and regulation of many foreign healthcare markets, the Company may be exposed to heightened FCPA and similar risks arising from its efforts to promote and sell its products and to seek regulatory approval of and reimbursement for its products in such countries. In the future, the Company also may operate in parts of the world that have experienced governmental corruption to some degree. EBR cannot assure investors that its internal control policies and p rocedures will protect it from improper acts committed by its employees or agents. Violations of these laws, or allegations of such violations, could significantly disrupt the Company's business and have a material adverse effect on its business. 1.23 Healthcare fraud and abuse laws and other healthcare laws and regulations Healthcare providers, including physicians and third-party payors in the United States and elsewhere will play a primary role in the recommendation and prescription of any products for which EBR obtains marketing approval. EBR's current and future arrangements with healthcare professionals, principal investigators, consultants, customers and third-party payors subject it to various U.S. federal and state fraud and abuse laws and other healthcare laws, including, without limitation, the federal Anti-Kickback Statute, the federal civil and criminal false claims laws and the Physician Payments Sunshine Act and regulations promulgated under such laws. These laws will impact, among other things, EBR's clinical research, proposed sales, marketing and educational programs, and other interactions with healthcare professionals. In addition, EBR may be subject to patient privacy laws by both the federal government and the states in which EBR conducts or may conduct its business. Efforts to ensure that EBR's business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Any action against EBR for violation of these laws, even if EBR successfully defends such actions, could cause EBR to incur significant legal expenses and divert EBR's management's attentio n from the operation of the Company's business. If the Company's operations are found to be in violation of any of these laws or any other governmental regulations that may apply to the Company, EBR may be subject to significant monetary penalties, disgorgement, imprisonment, exclusion from participating in federal and state funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight, contractual damages, diminished profits and future earnings, reputational harm and the curtailment or restructuring of EBR's operations, any of which could harm the Company's business. 1.24 Healthcare policy changes Many countries have instituted healthcare policy changes in an attempt to bring increasing spending on healthcare under contr ol. Various healthcare FCPA proposals have also been proposed by U.S. federal and state governments and other national governments that may subject the Company to additional U.S. or foreign regulatory requirements. EBR cannot predict whether future healthcare initiatives will be implemented in or outside of the U.S., or the effect any fut ure legislation or regulation will have on the Company. The expansion in any government's regulation of the healthcare industry may result in decreased profits to EBR and reduced medical procedure volumes, all of wh ich may adversely affect the Company's business and financial position. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 38 1.25 The impact of the E.U. Medical Device Regulation In 2017, the new E.U. Medical Device Regulation (MDR) came into force, which replaced the E.U.'s Medical Device Directive. EBR will not market WiSE® CRT System in the E.U. until it has been certified under the MDR. The MDR assessment and certification process is a lengthy and arduous process that requires tremendous time and resources and may prove to be too costly and disruptive to EBR's business. The United Kingdom has devised a new route to market culminating in a UKCA Mark. The UK government also plans to introduce ne w legislation governing medical devices to apply from 1 July 2025. EBR cannot be sure that future UK legislation governing medical devices will not diverge substantially from that applicable in the E.U., preventing EBR from relying on data and materials developed as part of MDR assessment in the E.U. or pre-market approval process in the U.S. to support an application for a UKCA Mark. 1.26 International operations (including tariffs) The Company’s commercial activities outside of the United States (OUS) will not commence until it obtains regulatory approvals and certification in select, target markets. Regulatory submissions in these markets will not commence until sometime after FDA approval, and EBR’s initial target markets will likely include Australia, the UK, and the EU. The timing of launch in each of these OUS markets thus depends on meeting additional regulatory requirements as well as on securing the appropriate payment coverage for WiSE® in each market. The sale of products outside of the U.S. exposes EBR to risks related to the imposition of tariffs and other trade actions as well as compliance with national trade laws, customs regulations and other laws and regulations discussed above. In some jurisdictions there can be high compliance costs associated with these laws, rules and regulations, and failure to comply with any applicable law or regulatory requirement could result in penalties and enforcement action. The risks related to tariffs have increased in recent times as the United States and other countries have adopted more protec tionist trade policies. If tariffs are imposed on components which EBR or its suppliers import into the United States, this will likely increase the Company’s cost of goods unless alternative components can be sourced in the United States. Whilst the Company currently expects the impact of tariffs on its cost of goods should be limited, U.S. tariff policies are fluid and subject to change, and it is therefore difficult for the Company to accurately forecast the longer-term impact, if any. Notwithstanding this EBR will look to vertically integrate certain processes to obviate the need for some international sourcing.For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 39 1.27 Transition to commercialisation phase As is common with companies with a limited operating history, EBR has incurred net losses since its inception, has never been profitable and can give no assurance that the Company will be profitable or cash-flow positive in the future. In assessing EBR's business prospects, you should consider the various risks encountered by companies early in their commercialisation, particularly companies that develop and sell medical devices. These risks include EBR's ability to: • transition into a commercialisation-stage company, and implement and execute its business strategy; • increase market acceptance of its products; • obtain future regulatory registrations and market approvals; • manage expanding operations; and • respond effectively to competitive pressures and developments. 1.28 Changes in U.S. and non-U.S. tax laws The rules dealing with U.S. and non-U.S. tax matters are constantly under review by persons involved in the legislative, judicial, administrative, regulatory and related governmental processes and authorities. Changes to tax laws or the interpretation and application thereof (which changes may have retroactive application) could adversely affect the Company or the holders of CDIs. In recent years, many such changes have been made and changes are likely to continue to occur in the future. Future changes in U.S. and non-U.S. tax laws could have a material adverse effect on the Company's business, cash flow, financial condition or results of operations. 1.29 Requirements of being an SEC registrant As an SEC registrant, EBR is subject to the reporting and corporate governance requirements of the U.S. Securities Exchange A ct of 1934. Compliance with these rules and regulations increases EBR’s legal and financial compliance costs, makes some activities more difficult and time-consuming and increases demand on EBR’s systems and resources. 1.30 Dividends The ability of EBR to pay any dividend is dependent on many factors including the outcome of EBR commercialisation activities. Many of the factors that will affect EBR’s ability to pay dividends and the timing of those dividends will be outside the control of EBR and its directors. No assurance can be given regarding the payment of dividends in the future. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Key risk factors 40 2. General risks There are risks associated with any stock market investment. Some of these risks are listed below. 2.1 Stock market fluctuations Stock market fluctuations in Australia and other stock markets around the world may negatively impact EBR’s CDI price. Factors that may influence the investment climate in stocks (which may not relate to actual performance of EBR) include general economic outlook, movements in commodity prices, exchange rate movements, interest rates, inflation and political developments, including trade tensions and conflicts between countries. 2.2 General economic conditions Australian, U.S., and world economic conditions may negatively impact EBR’s financial performance. These factors may include fluctuations in inflation, interest rates, tariffs, rates of economic growth, taxation laws (and the application of existing laws by the courts or taxation authorities), consumer spending, unemployment rates, government fi scal, monetary and regulatory policies and consumer and business sentiment. Other factors include acts of terrorism, cyber hostilities, pandemics, outbreaks of international hostilities, fire, floods, earthquakes, labour strikes, natural disasters, outbreaks of disease or other natural or manmade events or occurrences that may have an adverse demand for EBR’s products or EBR’s ability to conduct business. A prolonged deterioratio n in economic conditions, including a possible economic recession, could be expected to have a material adverse impact on EBR. 3. Other Other risks include those normally found in conducting business, including litigation resulting from breach of agreements or in relation to employees or any other cause. The above list of risk factors should not be taken as exhaustive of the risks faced by EBR or by investors in EBR. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of EBR and the value of the CDIs. Therefore, the CDIs to be issued pursuant to the Capital Raise carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those CDIs.For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Foreign offer restrictions 41 International Offer Restrictions This document does not constitute an offer of new CHESS Depositary Interests (“New CDIs”) representing shares of common stock of the Company in any jurisdiction in which, or to any person to whom, it would be unlawful. In particular, this document may not be distributed to any person, and the New CDIs may not be offered or sold, in any country outside Australia except to the extent permitted below. The offer and sale of the New CDIs have not been, and will not be, registered under the US Securities Act. The New CDIs and t he underlying common stock may not be offered or sold to any person in the United States, any US Person or any person acting for the account or benefit of a US Person except in transactions exempt from, or not subje ct to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the New CDIs and the underlying common stock may only be offered and sold outside the United States to persons that are not US Persons and are not acting for the account or benefit of a US Person in "offshore transactions" (as defined in Regulation S under the US Securities Act) in reliance on Regulation S under the US Securities Act. European Union (excluding Austria) This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. A ccordingly, this document may not be made available, nor may the New CDIs be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 20 17/1129 of the European Parliament and the Council of the European Union (the “Prospectus Regulation”). In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New CDIs in the European Union is limited to persons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation). Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hon g Kong (the “SFO”). Accordingly, this document may not be distributed, and the New CDIs may not be offered or sold, in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made und er that ordinance). No advertisement, invitation or document relating to the New CDIs has been or will be issued, or has been or will be in the p ossession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under th e securities laws of Hong Kong) other than with respect to New CDIs that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New CDIs may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise cauti on in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Foreign offer restrictions 42 New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Mar kets Conduct Act 2013 (the “FMC Act”). The New CDIs are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who: • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; • is large within the meaning of clause 39 of Schedule 1 of the FMC Act; • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act. Norway This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New CDIs may not be offered or sold, directly or indirectly, in Norway except to “professional clients” (as defined in the Norwegian Securities Trading Act). Singapore This document and any other materials relating to the New CDIs have not been, and will not be, lodged or registered as a pros pectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New CDIs, may not be issued, circulated or distributed, nor may the New CDIs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore ex cept pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or another exemption under the SFA. This document has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New CDIs being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire New CDIs. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Foreign offer restrictions 43 Switzerland The New CDIs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stoc k exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New CDIs constitutes a prospectus or a similar notice, as such terms are under stood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland. No offering or marketing material relating to the New CDIs has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this document will not be filed with, and the offer of New CDIs will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). Neither this document nor any other offering or marketing material relating to the New CDIs may be publicly distributed or ot herwise made publicly available in Switzerland. The New CDIs will only be offered to investors who qualify as “professional clients” (as defined in the Swiss Financial Services Act). This document is personal to the recipient and not for general circulation in Switzerland. United Arab Emirates This document does not constitute a public offer of securities in the United Arab Emirates and the New CDIs may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this document nor the New CDIs have been approved by the Securities and Commodities Authority (“SCA”) or any other authority in the UAE. No marketing of the New CDIs has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated within the UAE. This document may be distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision No.13/RM of 2021, as amended). No offer of New CDIs will be made to, and no subscription for New CDIs will be permitted from, any person in the Abu Dhabi Global Market or the Dubai International Financial Centre. For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Foreign offer restrictions 44 United Kingdom Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct A uthority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the New CDIs. The New CDIs may not be offered or sold in the United Kingdom by means of this document or any other document, except in circ umstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in conn ection with the issue or sale of the New CDIs has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (“relevant persons”). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Placement Agreement summary 45 Placement Agreement EBR entered into a placement agreement with J.P. Morgan Securities Australia Limited (“ J.P. Morgan”), Morgans Corporate Limited (“Morgans”), Wilsons Corporate Finance Limited (“Wilsons”) and E&P Capital Pty Ltd (“E&P”) (together the “Joint Lead Managers”) in respect of the Placement on 22 May 2025 (“Placement Agreement”). Pursuant to the Placement Agreement, the Joint Lead Managers have agreed to act as joint lead managers and bookrunners of the Placement and J.P. Morgan and Morgans (each an “Underwriter”) have agreed to settlement underwrite the Placement. Key Terms of the Placement Agreement The Joint Lead Managers’ obligations under the Placement Agreement are conditional on certain matters, including, but not lim ited to, certain Offer Documents (defined below) being released within the required timeframes and certain other diligence-related deliverables being provided within the required timeframes. If certain conditions are not satisfied or certain events occur, a Joint Lead Manager may terminate the Placement Agreement. Termination of the Placement Agreement may have a material adverse impact on the total amount of proceeds that could be raised under the Placement, which in turn may have a material adverse impact on EBR’s financ ial position. The events which may trigger termination of the Placement Agreement by a Joint Lead Manager or an Underwriter include (but ar e not limited to) the following: • failure to satisfy a condition precedent to the Underwriters’ underwriting obligations within the required timeframe; • a statement contained in the disclosure materials for the Placement (“Placement Materials”) does not comply with the Corporations Act, including if a statement in any of the Placement Materials or in certain public information is or becomes misleading or deceptive in a material respect or is likely to misled or deceive in a material respect, including by omission, or a material matter, required to be included is omitted from any Placement Materials; • the cleansing notice is or becomes defective or EBR gives or is required to give a corrective statement under the Corporation s Act and, in each case, that defective cleansing notice or corrective statement is adverse from the point of view of an investor; • EBR is prevented from issuing the New CDIs within the time required by the ASX Listing Rules, applicable laws, an order of a court of competent jurisdiction or a government agency; • EBR withdraws the Placement or any part of it; • EBR or a group member is insolvent or there is an act or omission which may result in EBR or a group member becoming insolven t; • other than as permitted by the Placement Agreement, EBR alters its capital structure or constituent documents without the pri or written consent of the Joint Lead Managers; • any statement in a certificate is untrue, inaccurate, incomplete or misleading or deceptive; • a contravention by EBR or a group member of the Corporations Act, its constituent documents, the ASX Listing Rules or any oth er applicable law; • hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilit ies occurs (whether war has been declared or not) involving any one or more of the Australia, New Zealand, the United States of America, United Kingdom, North Korea, South Korea, Japan, Singapore any member state of the European Union, the People's Republic of China, Russia, Ukraine, Iran or Israel or the declaration by any of these countries of a national emergency or war or a major terrorist act is perpetrated anywhere in the world; For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Placement Agreement summary 46 • EBR fails to perform or observe any of its obligations under the Placement Agreement; • a representation or warranty made or given by EBR under the Placement Agreement proves to be, or has been, or becomes, untrue or incorrect; • a change in the Executive Chair, Chief Executive Officer, the Chief Financial Officer, Chief Medical Officer, Chief Commercial Officer or the Chief Corporate Development Officer of EBR or in the board of directors is announced or occurs without the Joint Lead Managers’ prior written consent; • any adverse change occurs, or there is a development involving a prospective adverse change, in the assets, liabilities, financial position, results, condition, operations or prospects of the Group from those respectively disclosed in any Offer Document or the public information or from those respectively disclosed to ASX by EBR prior to the dat e of the Placement Agreement; and • the due diligence committee report or any other information supplied in writing by or on behalf of EBR to the Joint Lead Mana gers in relation to the group or the Placement is misleading or deceptive (including by omission). The ability of a Joint Lead Manager to terminate the Placement Agreement in respect of some events will depend on whether the Joint Lead Manager has reasonable grounds to believe that the event: • has, or is likely to have, a material adverse effect on the success, marketing or settlement of the Placement, the value of the CDIs or the willingness of investors to subscribe for New CDIs; • leads or is likely to lead to: • a contravention by the Joint Lead Manager of, or the Joint Lead Manager being involved in the contravention of, the Corporati ons Act or any other applicable law; or • a liability of the Joint Lead Manager under the Corporations Act or any other applicable law. For details of the fees payable to the Joint Lead Managers, see the Appendix 3B released to ASX on 22 May 2024. EBR also gives certain representations, warranties and undertakings to the Joint Lead Managers and indemnifies the Joint Lead Managers and certain affiliated parties subject to certain carve-outs. As part of the undertakings, EBR has agreed to not for a certain period of time, without the prior written consent of the Joint Lead Manager s, allot or agree to allot any CDIs of EBR or other securities that are convertible or exchangeable into equity, subject to certain exceptions.For personal use only
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY US PERSON NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON Thank you 47 For personal use only