HeartBeam, Inc. SEC Filings

Cruickshank Tim reported acquisition or exercise transactions in this Form 4 filing.

HeartBeam, Inc. reported that CFO Tim Cruickshank received a grant of 167,760 shares of common stock in the form of Restricted Stock Units on July 24, 2026 under the 2022 Equity Incentive Plan. The RSUs vested in full on the grant date as shares-in-lieu-of-cash for the 2025 Bonus Program, increasing his directly held shares to 239,990.

Vajdic Branislav reported acquisition or exercise transactions in this Form 4 filing.

HeartBeam, Inc. reported equity awards to President and director Branislav Vajdic under its 2022 Equity Incentive Plan. On June 15, 2026 he was granted 2,800,000 performance-based PRSUs that vest over three years upon achievement of milestones and continued service. On July 24, 2026 he received 260,870 RSUs, which vested in full on the grant date and settled his 2025 bonus in shares instead of cash.

HeartBeam, Inc. has received a Nasdaq notice that its common stock is out of compliance with the exchange’s $1.00 minimum bid price requirement, after trading below this level for 30 consecutive business days.

The company has 180 calendar days, until December 28, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days. A second 180-day period may be available if other Nasdaq listing standards, including market value of publicly held shares, are met.

The notice does not immediately affect HeartBeam’s Nasdaq Capital Market listing, but failure to regain compliance could ultimately lead to delisting, subject to possible appeal to a Nasdaq hearings panel.

HeartBeam, Inc. announced a strategic reorganization and leadership transition centered on accelerating global adoption of its ambulatory ECG signal platform and improving capital efficiency. Chief Executive Officer and director Robert P. Eno will depart effective June 30, 2026, and is expected to move into a consulting role under his existing employment agreement, subject to a release of claims.

Founder and President Branislav Vajdic, Ph.D. will serve as principal executive officer effective July 1, 2026, while operations are aligned around focused implementation teams led by Dr. Vajdic and Executive Chairman Rich Ferrari. Director Mark Strome resigned from the Board on June 18, 2026; both his resignation and Mr. Eno’s departure are stated as not due to disputes or disagreements with the company.

The company highlights that its 3D ambulatory ECG platform, including 3D signal capture and 12‑lead ECG synthesis, has received FDA clearance for arrhythmia assessment, and it plans to continue clinical studies to expand its technology for heart attack and other cardiac conditions while targeting a meaningfully lower cost structure.

HeartBeam, Inc. reported new compensation arrangements for its President, Founder and Director, Dr. Branislav Vajdic. On June 15, 2026, the board approved a performance-based restricted stock unit (PRSU) award covering 2,800,000 restricted stock units under the 2022 Equity Incentive Plan.

The PRSUs vest only if both performance and service conditions are met. Performance milestones tied to operational, software, product-development and clinical study goals must be achieved within a period that ends on the earlier of one year from grant or just before a first Change in Control. Service-based vesting occurs in three equal annual installments over three years, with acceleration provisions upon a Change in Control or certain qualifying terminations. HeartBeam also entered into a Transaction Bonus Agreement with Dr. Vajdic, providing a bonus upon a Qualifying Change in Control based on achieving specified market capitalization and per-share price thresholds, paid generally in the same form as consideration to stockholders.

HeartBeam, Inc. is asking shareholders to vote at its virtual 2026 annual meeting on July 31, 2026 at 1:00 p.m. Eastern. Holders of 55,506,835 common shares as of June 5, 2026 can participate and have one vote per share.

Shareholders will elect nine directors, ratify CBIZ CPAs P.C. as independent auditor for 2026, and vote on amending the 2022 Equity Incentive Plan to add 3,000,000 shares, raising its capacity to 14,900,000 shares. The company states this would increase potential dilution by about 6%, on top of existing equity overhang of roughly 30% of common stock outstanding.

The proxy details board structure, committee responsibilities and independence, executive and director pay, and significant use of equity in 2025 in place of some cash salary and board fees to conserve cash while maintaining incentives aligned with shareholders.

HeartBeam, Inc. is soliciting proxies for its 2026 Annual Meeting to be held virtually on July 31, 2026. Shareholders will vote to elect nine directors, ratify CBIZ CPAs P.C. as auditor and consider an amendment to the 2022 Equity Incentive Plan to increase authorized shares by 3,000,000. The record date for voting is June 5, 2026 and there were 55,506,835 shares outstanding as of that date. The board recommends voting FOR each proposal. The amendment would raise the 2022 Plan cap from 11,900,000 to 14,900,000 shares; current awards include 501,488 RSUs and 9,979,532 options outstanding, and 6,542,707 shares remain available for grant as of the record date.

HeartBeam, Inc. reported another quarter of losses with no revenue and highlighted serious liquidity concerns. For the three months ended March 31, 2026, the company generated no revenue and recorded a net loss of $4.7 million, narrower than the $5.5 million loss a year earlier. Operating expenses were $4.7 million, with selling, general and administrative costs rising 17% and research and development falling 32% as product development and consulting spending declined.

Cash and cash equivalents were $2.0 million as of March 31, 2026, and management stated this is insufficient to fund operations for the next twelve months, raising “substantial doubt” about the company’s ability to continue as a going concern. Subsequent to quarter-end, HeartBeam completed an underwritten offering of 14,375,000 shares of common stock for gross proceeds of approximately $11.5 million. The company remains pre-revenue despite FDA clearances for its 3D ECG telehealth system and is beginning a limited commercial launch and multiple pilot studies, while expecting no material commercial revenue in 2026.

HeartBeam, Inc. director Richard Ferrari increased his stake by purchasing 57,500 shares of common stock at $0.80 per share. The buy was made in connection with HeartBeam’s underwritten public offering of 12,500,000 common shares, for which Titan Partners acted as sole bookrunner.

This amended Form 4 corrects Ferrari’s previously reported acquisition and total beneficial ownership. The original filing mistakenly showed 62,500 shares acquired; the correct figure is 57,500 shares. Following this transaction, Ferrari beneficially owns 286,636 shares of HeartBeam common stock directly.