Common stock |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||
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| Common stock | Note 10 - Common stock
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, no dividends have been declared.
As of June 30, 2026 and December 31, 2025, shares were authorized, of which shares and shares, respectively, were outstanding. See Note 1, “Business and organization – Reverse stock split” for additional information regarding the Reverse Stock Split that was effective April 1, 2026.
The Company completed its initial public offering and began trading on the ASX on November 24, 2021, under the symbol “EBR”. The ASX uses a Clearing House Electronic Subregister System (“CHESS”) for the clearance and settlement of trades on the ASX. The State of Delaware does not recognize the CHESS system of holding securities or electronic transfers of legal title to shares. To enable companies to have their securities cleared and settled electronically through CHESS, CDIs are issued. CDIs are units of beneficial ownership in shares and are traded in a manner similar to shares of Australian companies listed on the ASX. The legal title to the shares are held by a depository, CHESS Depositary Nominees (“CDN’), which is a wholly owned subsidiary of the ASX, and is an approved general participant of ASX Settlement.
On May 22, 2025 (Sydney time), the Company completed an institutional placement of 55,900,000 CDIs, representing shares of common stock, at a purchase price of $0.64 per CDI ($6.40 per share of common stock), for proceeds of $33.5 million, net of $2.5 million of related issuance costs. On June 19, 2025 (Sydney time), the Company completed a non-underwritten rights offering to existing stockholders, or Securities Purchase Plan, and issued an additional CDIs representing the 2,000,000 shares of common stock, at a purchase price of $ per CDI ($ per share of common stock), for proceeds of $12.8 million, net of $0.1 million of related issuance costs.
On June 5, 2026 (Sydney time), the Company completed a fully underwritten institutional placement to institutional and sophisticated investors (“Institutional Placement”), comprising: (a) an institutional placement to institutional and sophisticated investors (“Tranche 1”); and (b) a conditional placement to BCP3 Pty Ltd, a related party of Dr. Chris Nave, a non-executive director of the Company, subject to shareholder approval at a Special Meeting of Stockholders to be held on August 18, 2026 (“Tranche 2”). As a result of the Tranche 1 Institutional Placement, the Company issued 77,352,890 CDIs, representing shares of common stock, at a purchase price of A$0.38 per CDI (A$3.80 per share of common stock), for proceeds of $19.5 million, net of $1.2 million of related issuance costs. Subject to shareholder approval, the Company will issue 92,105,270 CDIs, representing 9,210,527 shares of common stock at a purchase price of A$0.38 per CDI (A$3.80 per share of common stock), no later than thirty days from the date of the Special Meeting of Stockholders.
On June 5, 2026 (Sydney time), the Company also completed a fully underwritten 1-for-2 pro rata non-renounceable entitlement offer to eligible institutional stockholders (“Institutional Entitlement Offer”), and issued 110,582,160 CDIs, representing shares of common stock, at a purchase price of A$0.38 per CDI (A$3.80 per share of common stock), for proceeds of $28.0 million, net of $1.5 million of related issuance costs.
On June 24, 2026 (Sydney time), the Company completed a fully underwritten 1-for-2 pro rata non-renounceable retail entitlement offer to existing retail stockholders (“Retail Entitlement Offer”), and issued 114,699,930 CDIs, representing shares of common stock, at a purchase price of $0.38 per CDI (A$3.80 per share of common stock), for proceeds of $28.3 million, net of $1.7 million of related issuance costs. Host-Plus Pty Ltd and H.E.S.T. Australia Ltd., related parties of Dr. Chris Nave, a non-executive director of the Company, participated in the Retail Entitlement Offer purchasing 25,630,389 CDIs and 5,027,499 CDIs, respectively.
Additionally, the Company has reserved the following shares of common stock for issuance as of June 30, 2026:
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