HeartBeam (NASDAQ: BEAT) details Q2 loss, $11.5M equity raise and Nasdaq risk
HeartBeam, Inc. reported no revenue for the quarter and six months ended June 30, 2026 and continues to operate at a loss while developing its ambulatory cardiac monitoring platform. Net loss was $5.0 million for the quarter and $9.7 million for the first half of 2026.
Cash and cash equivalents were $8.7 million as of June 30, 2026, up from $4.4 million at year-end, primarily from an underwritten equity offering that generated $11.5 million in gross proceeds (about $10.3 million net) plus at-the-market sales. Operating cash outflow was $7.0 million in the first half.
The company discloses that existing liquidity is insufficient to fund operations for the next 12 months, raising substantial doubt about its ability to continue as a going concern. It received FDA clearances in December 2024 and December 2025 for its 3D ECG telehealth products, is running pilot and ALIGN-ACS studies, and is pursuing a shift toward licensing its 3D ECG signal technology and limited commercial launches. During the quarter HeartBeam also recorded CEO and director departures and received a Nasdaq minimum bid-price deficiency notice with a compliance period through December 29, 2026.
Positive
- Raised approximately $10.3 million in net equity proceeds in an underwritten offering, plus $1.5 million via its ATM program, materially strengthening the cash balance to support ongoing R&D and limited commercial launch activities.
- Received multiple FDA clearances for its credit card–sized 3D ECG technology and 12-lead synthesis software for arrhythmia assessment, validating the core technology underlying its ambulatory cardiac monitoring platform.
- Expanded and strengthened intellectual property to 26 issued patents worldwide and numerous pending applications, including new patents covering ECG patches, automated diagnostics, and acoustic/impedance monitoring for potential heart failure applications.
- Reduced research and development expense by 30% for the quarter and 31% year-to-date versus the prior-year period, reflecting lower product development and consulting costs while still advancing clinical and product programs.
Negative
- Going concern uncertainty: management states that existing liquidity is insufficient to fund operations for the next 12 months, raising substantial doubt about the company’s ability to continue as a going concern.
- Continued operating losses with no commercial revenue: the HeartBeam System generated no revenue for the three and six months ended June 30, 2026, while the company recorded a six-month net loss of $9.7 million and operating cash use of $7.0 million.
- Nasdaq listing risk: the company received a Nasdaq deficiency letter because its stock price fell below the $1.00 minimum bid requirement and must regain compliance by December 29, 2026 or face potential delisting.
- Dilution to existing shareholders: common shares outstanding increased from 40.1 million at December 31, 2025 to 56.3 million at June 30, 2026, largely due to the April 2026 equity offering and ATM issuances.
Filing Explained
The completed offering added 14,375,000 common shares; warrants and performance awards create further conditional dilution for existing holders.
HeartBeam’s Form 10-Q, an unaudited quarterly report, covers the quarter ended
The offering also produced 718,750 underwriter warrants, exercisable immediately at
Separately, the board awarded 2,800,000 performance-based restricted stock units to Branislav Vajdic. The award is eligible to vest only if specified performance and service conditions, or applicable accelerated-vesting requirements, are satisfied; the filing presents it as a conditional award rather than as shares issued in the reported equity statement.
The warrant exposure can be resolved by whether the warrants are exercised before expiration, while the restricted-unit exposure depends on the disclosed performance and service conditions.
Key Figures
Key Terms
going concern financial
at-the-market offering financial
performance-based restricted stock unit financial
Ambulatory Cardiac Monitoring medical
Nasdaq Listing Rule 5550(a)(2) regulatory
Change in Control financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from ___________ to ___________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
Number of shares of common stock outstanding as of August 11, 2026 was
Table of Contents
HEARTBEAM, INC.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In particular, statements contained in this Quarterly Report on Form 10-Q, including but not limited to, statements regarding the sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities; our future results of operations and financial position, business strategy and plan prospects, or costs and objectives of management for future acquisitions, are forward looking statements. These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” ’‘targets,” “projects,” “contemplates,” ’‘believes,” “seeks,” “goals,” “estimates,” ’‘predicts,” ’‘potential” and “continue” or similar words. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under Part II, Item lA. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and those risks identified under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 12, 2026. Therefore, actual results may differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.
NOTE REGARDING COMPANY REFERENCES
Throughout this Quarterly Report on Form 10-Q, “HeartBeam,” “Company,” “we,” “us” and “our” refer to HeartBeam, Inc.
Table of Contents
FORM 10-Q
TABLE OF CONTENTS
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PART I-FINANCIAL INFORMATION |
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Item l. |
Condensed Unaudited Financial Statements |
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Balance Sheets as of June 30, 2026 and December 31, 2025 |
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Statements of Operations for the three and six months ended June 30, 2026 and 2025 |
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Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 |
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Statements of Cash Flows for the six months ended June 30, 2026 and 2025 |
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Notes to the Condensed Unaudited Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II-OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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SIGNATURES |
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Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Condensed Unaudited Financial Statements
HEARTBEAM, INC.
Condensed Balance Sheets (Unaudited)
(In thousands, except share data)
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December 31, |
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Assets |
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Current Assets: |
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Prepaid expenses and other current assets |
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Inventory |
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Total Current Assets |
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Property and equipment, net |
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Other assets |
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Total Assets |
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Liabilities and Stockholders’ Equity |
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Current Liabilities: |
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Accounts payable (includes related party $ |
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Accrued expenses (includes related party $ |
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Total Current Liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 8) |
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Stockholders’ Equity |
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Preferred stock - $ |
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Common stock - $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders’ Equity |
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Total Liabilities and Stockholders’ Equity |
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$ |
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$ |
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See accompanying notes to the condensed unaudited financial statements
1
Table of Contents
HEARTBEAM, INC.
Condensed Statements of Operations (Unaudited)
(In thousands, except share and per share data)
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Three months ended |
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Six months ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Operating Expenses: |
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Selling, general and administrative |
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$ |
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$ |
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$ |
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$ |
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Research and development |
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Total operating expenses |
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Loss from operations |
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Other Income and (Expense) |
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Interest income |
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Total other income |
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Loss before provision for income taxes |
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Income tax provision |
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Net Loss |
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$ |
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$ |
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$ |
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$ |
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Net loss per share, basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding, basic and diluted |
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See accompanying notes to the condensed unaudited financial statements
2
Table of Contents
HEARTBEAM, INC.
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)
(In thousands, except share data)
Three months ended June 30, 2026 |
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Common |
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Additional |
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Total |
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Stock |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance - April 1, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock based compensation expense |
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— |
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— |
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— |
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Sale of Common Stock, net of issuance costs |
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— |
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Stock issuance upon exercise of stock options |
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— |
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— |
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Stock issuance upon vesting of restricted stock units |
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— |
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— |
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Stock issuance for services |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance – June 30, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Three months ended June 30, 2025 |
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Common |
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Additional |
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Total |
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Stock |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance - April 1, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Stock based compensation expense |
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— |
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— |
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— |
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Sale of Common Stock under ATM, net of issuance costs |
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— |
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Stock issuance upon exercise of stock options |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance – June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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3
Table of Contents
HEARTBEAM, INC.
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)
(In thousands, except share data)
Six months ended June 30, 2026 |
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Common |
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Additional |
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Total |
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Stock |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance - January 1, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Stock based compensation expense |
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— |
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— |
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— |
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Sale of Common Stock, net of issuance costs |
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— |
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Sale of Common Stock under ATM, net of issuance costs |
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— |
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— |
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Stock issuance upon exercise of stock options |
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— |
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— |
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Stock issuance upon vesting of restricted stock units |
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— |
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— |
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Stock issuance for services |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance - June 30, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Six months ended June 30, 2025 |
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Common |
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Additional |
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Total |
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Stock |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance - January 1, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Stock based compensation expense |
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— |
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— |
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— |
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Sale of Common Stock, net of issuance costs |
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— |
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— |
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Sale of Common Stock under ATM, net of issuance costs |
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— |
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Stock issuance upon exercise of stock options |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance – June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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See accompanying notes to the condensed unaudited financial statements
4
Table of Contents
HEARTBEAM, INC.
Condensed Statements of Cash Flows (Unaudited)
(In thousands)
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Six months ended June 30, |
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2025 |
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Cash Flows From Operating Activities |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Depreciation |
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Stock based compensation expense |
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Stock issuance upon vesting of restricted stock units |
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Stock issuance for services |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other current assets |
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Inventory |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
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Cash Flows From Investing Activities |
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Purchase of property and equipment |
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Purchase of short-term investments |
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Maturities of short-term investments |
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Net cash used in investing activities |
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Cash Flows From Financing Activities |
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Proceeds from sale of equity, net of issuance costs |
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Proceeds from sale of equity under ATM, net of issuance costs |
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Proceeds from exercise of stock options |
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|
|
|
|
|
||
Net cash provided by financing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net increase in cash and restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – Beginning of period |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – Ending of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Reconciliation of cash, cash equivalents and restricted cash: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash (included in other assets) |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental Disclosures of Cash Flow Information: |
|
|
|
|
|
|
||
Purchase of property and equipment in accounts payable |
|
$ |
|
|
$ |
|
||
Taxes paid |
|
$ |
|
|
$ |
|
||
See accompanying notes to the condensed unaudited financial statements
5
Table of Contents
HEARTBEAM, INC.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND OPERATIONS
HeartBeam, Inc. (“HeartBeam” or the “Company”) is a medical technology company focused on transforming cardiac care through the power of personalized insights. The Company’s aim is to deliver innovative, higher resolution ambulatory cardiac monitoring solutions that can be used by patients anywhere to enable the detection and monitoring of cardiac disease outside of a healthcare facility. The Company’s ability to develop higher resolution Electrocardiogram (“ECG”) solutions is achieved through the development of a proprietary and patented technology platform that allows the collection of the heart’s electrical activity from three dimensions and synthesize a 12-Lead (“12L”) ECG from these signals.
The Company has validated this technology and has received U.S. Food and Drug Administration (“FDA”) clearance of its initial telehealth products. HeartBeam’s credit card sized 3D ECG technology received FDA clearance for arrhythmia assessment in December 2024 and the 12-Lead ECG synthesis software received FDA clearance in December 2025. During the three and six months ended June 30, 2026 and June 30, 2025, the HeartBeam System did not generate any revenue.
The Company was incorporated in 2015 as a Delaware corporation. The Company operates as
NOTE 2 – GOING CONCERN AND OTHER UNCERTAINTIES
The Company has incurred losses each year since inception and has experienced negative cash flows from operations in each year since inception. As of June 30, 2026, the Company has cash and cash equivalents of approximately $
Based on the current business plan assumptions, existing financing arrangements and expected cash burn rate, the Company believes that its existing liquidity is insufficient to fund operations for the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Therefore, the Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity and/or debt financings or strategic relationships until sufficient revenue can be generated to achieve positive cash flow from operations as the Company expects no material commercial revenue in 2026.
The Company continues to maintain strong financial discipline as it achieves critical clinical and regulatory milestones and begins a limited commercial launch for the HeartBeam System. Management believes the continued achievement of these milestones will provide the Company the ability to raise additional capital. However, management can provide no assurance that such financing or strategic relationships will be available on acceptable terms, or at all, which if not consummated would likely have a material adverse effect on the Company and its financial statements. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
The Company is also subject to a number of risks similar to those of early stage companies, including dependence on key individuals and product candidates, the difficulties inherent in the development of a commercial market, competition from larger companies, other technology companies and other technologies.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and in conformity with the instructions on Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. The interim operating results are not necessarily indicative of results that may be expected for any subsequent period. The accompanying condensed unaudited financial statements should be read in conjunction with the Company’s audited annual financial statements and notes thereto included in the Company’s Form 10-K filed with the SEC on March 12, 2026 (“2025 Annual Report”).
6
Table of Contents
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. As of June 30, 2026, the Company has $
USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates.
NET LOSS PER COMMON SHARE
Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding.
Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options and warrants to the extent dilutive. Basic net loss per share was the same as diluted net loss per share for the three and six months ended June 30, 2026 and 2025 as the inclusion of all potential common shares outstanding would have an anti-dilutive effect.
In accordance with ASC 260-10-45-13, exercisable penny options are included in the calculation of weighted average basic and diluted earnings per share. Penny options of
The following is a summary of awards outstanding as of June 30, 2026 and 2025, which are not included in the computation of basic and diluted weighted average shares:
|
|
Three and six months ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Stock options (excluding exercisable penny stock options) |
|
|
|
|
|
|
||
Restricted stock units |
|
|
|
|
|
|
||
Warrants |
|
|
|
|
|
|
||
Performance restricted stock units |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
7
Table of Contents
SEGMENT REPORTING
The Company operates in
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Employee expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and Development (excluding employee expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consulting and professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Clinical study expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Research and development expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Selling, general and administrative expense (excluding employee expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercialization readiness expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
*
NOTE 4 – BALANCE SHEET COMPONENTS
PROPERTY AND EQUIPMENT, NET
The following table presents the components of property and equipment, net as of six months ended June 30, 2026 and the year ended December 31, 2025 (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
|
|
|
|
||
Tools |
|
$ |
|
|
$ |
|
||
Computer hardware and software |
|
|
|
|
|
|
||
Property and equipment, gross |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense was $
Depreciation expense was $
8
Table of Contents
NOTE 5 – STOCKHOLDERS’ EQUITY
COMMON STOCK
During the six months ended June 30, 2026, there were
On April 14, 2026, the Company entered into an underwriting agreement to consummate an offering of
The offering closed on April 16, 2026. The Company received approximately $
As part of the agreement, the Company agreed to issue to the underwriter, or its designees, warrants to purchase a number of shares of common stock equal to
WARRANTS
As part of the offering on April 14, 2026, on May 7, 2026, the Company issued
The following is a summary of warrant activity during the six months ended June 30, 2026:
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding and exercisable - December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Issued |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Expired |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Outstanding and exercisable – June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
9
Table of Contents
NOTE 6 – STOCK-BASED COMPENSATION
STOCK OPTIONS
The following is a summary of stock option activity during the six months ended June 30, 2026:
|
|
Number of |
|
|
Weighted |
|
|
Average |
|
|
Aggregate |
|
||||
Outstanding – December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Options cancelled |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding – June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable – June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant.
|
|
Six months ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Weighted-average Black-Scholes option pricing model assumptions: |
|
|
|
|
|
|
||
Volatility |
|
|
|
|
||||
Expected term (in years) |
|
|
|
|
||||
Risk-free rate |
|
|
|
|
||||
Expected dividend yield |
|
|
|
|
|
|
||
Weighted average grant date fair value per share |
|
$ |
|
|
$ |
|
||
RESTRICTED STOCK UNITS
On June 15, 2026, the Board approved grants of
The following is a summary of RSU’s awards activity during the six months ended June 30, 2026:
|
|
Six months ended June 30, 2026 |
|
|||||
|
|
Numbers of Shares |
|
|
Weighted Average Grant Date Fair value |
|
||
Non-Vested at beginning of period |
|
|
|
|
$ |
|
||
Shares granted |
|
|
|
|
$ |
|
||
Shares vested |
|
|
( |
) |
|
$ |
|
|
Shares cancelled |
|
|
( |
) |
|
$ |
|
|
Non-vested at the end of period |
|
|
|
|
$ |
|
||
PERFORMANCE-BASED RESTRICTED STOCK UNITS
On June 15, 2026, the Board approved a performance-based restricted stock unit (“PRSU”) award under the Company’s 2022 Equity Incentive Plan to Branislav Vajdic, the Company’s President, Founder, and Director covering
10
Table of Contents
STOCK BASED COMPENSATION
The following is a summary of stock-based compensation expense (rounded):
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock option expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
RSU expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock option expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSU expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total research and development expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Stock Based Compensation Expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of June 30, 2026, total compensation cost not yet recognized related to unvested stock options, unvested RSUs, and unvested PRSUs was approximately $
NOTE 7 – RELATED PARTY TRANSACTIONS
In April 2024, the Company entered into a consulting agreement with
NOTE 8 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in certain claims and litigation arising out of the ordinary course and conduct of business. Management assesses such claims and, if it considers that it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated, provisions for loss are made based on management’s assessment of the most likely outcome.
NOTE 9 – SUBSEQUENT EVENTS
On July 24, 2026, the Board approved a grant of
On July 31, 2026,
11
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following management’s discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our condensed unaudited financial statements and the notes presented herein included in this Form 10-Q and the audited financial statements and the other information set forth in the 2025 Form 10-K. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties including, but not limited to, those set forth below under “Risk Factors” and elsewhere herein, and those identified under Part I, Item 1A of our 2025 Form 10-K. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the Securities and Exchange Commission.
Overview
Company Overview
We are a medical technology company focused on transforming cardiac care through the power of personalized insights. Our aim is to deliver innovative, higher resolution ambulatory cardiac monitoring solutions that can be used by patients anywhere to enable the detection and monitoring of cardiac disease outside of a healthcare facility. Our ability to develop higher resolution Electrocardiogram (“ECG”) solutions is achieved through the development of our proprietary and patented technology platform that allows us to collect the heart’s electrical activity from three dimensions and synthesize a 12-Lead (“12L”) ECG from these signals.
We believe our products (“Products” or “Product”) and services will benefit many stakeholders, including patients, healthcare providers, and healthcare payers, and will also address the rapidly growing field of ambulatory cardiac monitoring. As part of our long-term vision, we believe that we are uniquely positioned to play a central role in high-risk Coronary Artery Disease (“CAD”) monitoring, given positive, proof-of-concept data from the initial feasibility studies that demonstrated comparable performance of the HeartBeam System and the standard 12-lead ECG in ischemia detection. CAD patients are at increased risk for a heart attack or Myocardial Infarction (“MI”). Additionally, our unique portable form-factors will make high-fidelity insights easily accessible, wherever patients are, compared to a standard 12-lead ECG, which is typically limited to a healthcare setting. This will allow our technology to work in synergy with the standard of care to expedite diagnosis and appropriate intervention.
We believe we have created the most info-rich ambulatory ECG signal available, led by our patented 3D signal technology. It is one platform, with many form factors. This platform technology is designed for portable devices that can be used wherever the patient is to deliver actionable heart intelligence. Physicians will be able to identify cardiac health trends and acute conditions and direct patients to the appropriate care – all outside of a medical facility, thus redefining the future of cardiac health management.
The Company is focused on executing on a $40 billion cardiac monitoring platform opportunity, going after a patient pool of more than 50 million people across multiple applications and form factors.
Our initial form factor and service offering is the HeartBeam System. The HeartBeam System is the first U.S. Food and Drug Administration (“FDA”) cleared cable-free, ambulatory synthesized 12-lead ECG that captures the heart’s electrical signals from three dimensions for high-fidelity data collection and advanced diagnostics for arrhythmia assessment. The HeartBeam System is comprised of a credit card sized 3D ECG recording device, a patient application, a physician portal, and powerful cloud-based algorithms. Unlike any single-lead or 6-lead consumer device, HeartBeam’s patented cable-free, 3D technology captures the heart’s electrical signals in three non-coplanar dimensions and synthesizes them into a familiar 12-lead ECG display, using a personalized transformation matrix. This allows patients to obtain a 12-lead ECG reading for their arrhythmia from the comfort of home, or wherever they happen to be, representing a new level of convenience and peace of mind. The synthesized 12-lead ECG is promptly reviewed by an on-demand, board-certified cardiologist for arrhythmia assessment.
HeartBeam’s credit card sized 3D ECG technology received FDA clearance for arrhythmia assessment in December 2024 and the additional 12-Lead ECG synthesis software received FDA clearance for arrhythmia assessment in December 2025. During the six months ended June 30, 2025 and June 30, 2026, the HeartBeam System did not generate any revenue.
Future form factors include the 12-Lead Patch and a ruggedized, industrial form factor for rural and international usage.
12
Table of Contents
Strategic Focus
In June 2026, the Company announced a strategic shift in order to accelerate the global adoption of its ambulatory ECG signal platform.
The Company is focused on advancing several key initiatives as part of this growth strategy:
13
Table of Contents
As of June 30, 2026, we had 16 employees. In June 2026, the Company announced that Rob Eno transitioned from the role of Chief Executive Officer to a consulting role.
We intend to strike a balance of managing our headcount in line with cash resources. To that end, the Company does not anticipate the need to hire a large sales force during the initial launch of its HeartBeam System. We believe that a few well-placed resources will help provide the data points required to effectively invest into a broader launch based around a path to profitable growth.
Recent Developments
Pilot Study of First On-Demand 12-Lead ECG Patch to Detect Ischemia Outside the Clinic
On May 11, 2026, the Company announced the initiation of a pilot study evaluating its novel on-demand 12-lead ECG patch in patients with suspected coronary artery disease. The study is being conducted at two leading hospitals in Belgrade, Serbia. The initiation of the pilot study represents a significant step in the development of the HeartBeam patch which has the potential to disrupt the long-term continuous monitor and mobile cardiac telemetry (MCT) markets.
The pilot study will enroll approximately 50 patients with a high risk of coronary artery disease whose resting ECGs show no evidence of ischemia. Each participant will undergo exercise stress testing, a standard diagnostic procedure used to identify ischemic changes. Immediately following exercise, patients will activate the HeartBeam patch to record HeartBeam’s 3D 3-lead signals , which will be compared for diagnostic accuracy with a standard 12-lead ECG recorded at the same time. The results will help inform the Company’s broader regulatory strategy for the HeartBeam patch.
Robert P. Eno Departure
On June 18, 2026, the Company and Robert P. Eno mutually agreed to his departure as the Company’s Chief Executive Officer, as a member of the Board of Directors, and as the Company’s principal executive officer, effective as of June 30, 2026, in connection with a strategic reorganization within the Company.
Mr. Eno’s decision to depart is not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Eno’s departure, he has entered into a consulting agreement with the Company whereby Mr. Eno will provide support services to the Company in an advisory capacity. Any payment of the severance amounts pursuant to the terms of Mr. Eno’s Employment Agreement dated as of January 17, 2023 (the “Employment Agreement”) was subject to Mr. Eno’s execution of a release of claims satisfactory to the Company.
Until a new Chief Executive Officer is identified, the Company will strategically align its operations around focused implementation teams led by Branislav Vajdic, Ph.D., Founder and President, and Rich Ferrari, Executive Chairman of the Board. Dr. Vajdic, will also serve as the Company’s principal executive officer, effective July 1, 2026.
Mark Strome Resignation
On June 18, 2026, Mark Strome notified the Company of his resignation from the Board of Directors and all committees thereof, effective immediately. Mr. Strome’s resignation was not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
14
Table of Contents
Compensatory Arrangements of Named Executive Officers
On June 15, 2026, the Compensation Committee of the Board of Directors (the “Board”) of HeartBeam, Inc. (the “Company”) approved certain compensatory arrangements for Branislav Vajdic, the Company’s President, Founder and Director, including a performance-based restricted stock unit (“PRSU”) award and a transaction bonus agreement (the “Transaction Bonus Agreement”), each as described below.
PRSU
On June 15, 2026, the Board approved a performance-based restricted stock unit award under the Company’s 2022 Equity Incentive Plan to Dr. Vajdic covering 2,800,000 restricted stock units. The performance-based restricted stock units are eligible to vest only if and to the extent that specified performance-based conditions and service-based conditions are satisfied, or the requirements for accelerated vesting are satisfied.
The performance-based conditions relate to specified operational, software, product-development and clinical study milestones during the period beginning on the grant date and ending on the earlier of the one-year anniversary of the grant date and the day before the effective date of the first Change in Control to occur after the grant date. The service-based conditions are satisfied as to one-third of the performance-based restricted stock units on each of the first three anniversaries of the grant date, subject to Dr. Vajdic’s continued service through the applicable date, provided that if a Change in Control occurs on or before the three-year anniversary of the grant date, then the service-based condition will be satisfied immediately prior to such Change in Control, subject to Dr. Vajdic’s continued service through such time.
The performance-based restricted stock unit award also provides for accelerated vesting upon a qualifying termination before the three-year anniversary of the grant date, to the extent applicable performance milestones were timely achieved before such qualifying termination and subject to Dr. Vajdic’s satisfaction of the applicable release condition.
Transaction Bonus Agreement
Subject to Dr. Vajdic’s continued employment with the Company through immediately prior to a Qualifying Change in Control (as defined in the Transaction Bonus Agreement), the transaction bonus will be determined based on achievement of specified market capitalization and per-share price thresholds. If the minimum threshold is not achieved, no transaction bonus will be payable.
Any transaction bonus that becomes payable will generally be paid in the same form or forms and in the same proportions of consideration paid to the Company’s stockholders in the Qualifying Change in Control, except that the Board may determine to pay all or a portion of the transaction bonus in cash. Any amount payable at closing will be paid no later than 30 days after the closing, and any amount attributable to post-closing payments will be paid if and when such amounts are paid to the Company’s stockholders, subject to the terms of the Transaction Bonus Agreement.
Nasdaq Deficiency Letter
On June 30, 2026, the Company received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that the closing bid price of its common stock had fallen below the $1.00 per share minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification has no immediate effect on the listing or trading of the Company’s common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until December 29, 2026, to regain compliance. The Company intends to monitor the closing bid price of its common stock and evaluate available options to regain compliance within the prescribed timeframe. If the Company does not regain compliance within the initial 180-day period, the Company may be eligible for an additional compliance period or the Company’s common stock may be subject to delisting, which would materially adversely affect the liquidity of the Company’s common stock and its ability to raise capital.
15
Table of Contents
New and Existing Patent Assignments
We believe our intellectual property (“IP”) protects our innovations, and our goal is to become a leader in the ambulatory ECG sector. For some aspects of our proprietary technology, we rely on trade secret protection, while for others we pursue patent protection. It is our view that the combination of these two methods of IP protection maximizes our chances for success.
The Company’s patent portfolio includes twenty-six (26) issued patents worldwide, consisting of seventeen (17) issued patents in the United States and eight (8) issued patents outside of the United States, including one (1) European patent granted with unitary effect under the Unitary Patent system.
In the United States, the Company also has eleven (11) additional pending patent applications, including two (2) applications that have been allowed and are awaiting issuance. Outside the United States, the Company has twenty-two (22) pending patent applications in jurisdictions including Canada, China, the European Union, Japan, South Korea, and Australia, including three (3) applications that have been allowed and are awaiting grant.
The issued patents are expected to expire between April 11, 2036, and April 21, 2042. The pending applications, regardless of publication status, are projected to expire between April 11, 2036, and February 20, 2045.
Over the course of 2025 and into early 2026, the Company was granted a total of eight (8) new patents relating to its compact, mobile three-lead cardiac monitoring technologies and automated diagnostics, methods for atrial fibrillation detection, photoplethysmogram data analysis and presentation, and electrocardiogram patch devices and methods. These patents significantly strengthen HeartBeam’s intellectual property position surrounding its credit card–sized ECG device, reinforcing both the defensive and offensive moats around the company’s core technology. They also expand the application of risk-based diagnostic algorithms across HeartBeam’s wearable device portfolio and cover methods for automatically assessing a patient’s risk of an acute cardiac event by evaluating clinical risk factors and generating a diagnostic report.
In July 2026, HeartBeam was awarded a new U.S. patent, expanding acoustic sensing and fluid monitoring capabilities of our cable-free ECG device. The patent covers the integration of acoustic sensing and thoracic impedance measurement into the existing ECG hardware platform, supporting future applications in structural heart disease and heart failure monitoring. Heart failure affects nearly 6.7 million adults in the U.S., costs an estimated $30,000 per patient annually, and is one of the leading causes of hospitalization. One of the biggest challenges is that patients accumulate fluid over days before symptoms become severe enough to prompt a hospital visit. Earlier detection of fluid buildup could enable physicians to intervene with diuretics or medication adjustments before hospitalization becomes necessary, improving patient outcomes while reducing healthcare costs.
In addition, HeartBeam continues to expand its intellectual property portfolio and filed two (2) non-provisional patent applications, three (3) provisional patent applications (one of which has been abandoned) and three (3) continuing patent applications throughout 2025, further strengthening the protection of its proprietary technologies.
The Company's issued and pending U.S. patent claims are directed to compact electrocardiogram (ECG) systems for remote detection and/or diagnosis of acute myocardial infarction (“AMI”). Outside of the U.S., the pending applications in the European Union, Canada (“CA”), Australia (“AU”), Japan (“JP”), South Korea (“KR”), and China (“CN”) generally correspond to the Company's U.S. filings.
16
Table of Contents
Results of Operations
The following table summarizes our results of operations for the periods presented on our statement of operations data.
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
|
|
(In thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative |
|
$ |
2,764 |
|
|
$ |
1,711 |
|
|
$ |
1,053 |
|
|
|
62 |
% |
|
$ |
5,110 |
|
|
$ |
3,720 |
|
|
$ |
1,390 |
|
|
|
37 |
% |
Research and development |
|
|
2,328 |
|
|
|
3,326 |
|
|
|
(998 |
) |
|
|
(30 |
)% |
|
|
4,698 |
|
|
|
6,818 |
|
|
|
(2,120 |
) |
|
|
(31 |
)% |
Total operating expenses |
|
|
5,092 |
|
|
|
5,037 |
|
|
|
55 |
|
|
|
1 |
% |
|
|
9,808 |
|
|
|
10,538 |
|
|
|
(730 |
) |
|
|
(7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from operations |
|
|
(5,092 |
) |
|
|
(5,037 |
) |
|
|
(55 |
) |
|
|
1 |
% |
|
|
(9,808 |
) |
|
|
(10,538 |
) |
|
|
730 |
|
|
|
(7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income |
|
|
53 |
|
|
|
63 |
|
|
|
(10 |
) |
|
|
(16 |
)% |
|
|
69 |
|
|
|
80 |
|
|
|
(11 |
) |
|
|
(14 |
)% |
Total other income |
|
|
53 |
|
|
|
63 |
|
|
|
(10 |
) |
|
|
(16 |
)% |
|
|
69 |
|
|
|
80 |
|
|
|
(11 |
) |
|
|
(14 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax provision |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
$ |
(5,039 |
) |
|
$ |
(4,974 |
) |
|
$ |
(65 |
) |
|
|
1 |
% |
|
$ |
(9,739 |
) |
|
$ |
(10,458 |
) |
|
$ |
719 |
|
|
|
(7 |
)% |
Summary of Statements of Operations for the three and six months ended June 30, 2026 compared with the three and six months ended June 30, 2025:
Selling, General and administrative (“SG&A”) expenses increased by approximately $1.1 million or 62% during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase in SG&A expense of $0.7 million is primarily related to non-cash stock-based compensation expense amounting to $0.6 million driven by acceleration of awards granted to former CEO post his termination effective June 30, 2026, $0.3 million related to severance accrual payable to former CEO, and $0.1 million related to sales team expenses related to our commercialization efforts.
Selling, General and administrative (“SG&A”) expenses increased by approximately $1.4 million or 37% during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase in SG&A expense of $1.2 million is primarily related to non-cash stock-based compensation expense amounting to $0.6 million driven by acceleration of awards granted to former CEO post his termination effective June 30, 2026, $0.3 million related to severance accrual payable to former CEO, and $0.2 million related to sales team expenses related to our commercialization efforts.
The increase related to non-cash stock-based compensation expense of $0.6 million driven by award acceleration and the severance accrual payable to the former CEO of $0.3 million during the three and six months ended June 30, 2026 are one time in nature and are therefore not expected to continue beyond June 30, 2026.
Research and development expenses (“R&D”) expenses decreased by approximately $1.0 million or 30% during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease in R&D expense is primarily related to a decrease in product development and consulting expenses of $0.7 million related to the development of the HeartBeam System, decrease of headcount related costs of $0.1 million during 2025 and decrease of non-cash stock-based compensation expense amounting to $0.2 million resulting from the full vesting of milestone awards as of December 31, 2025.
Research and development expenses (“R&D”) expenses decreased by approximately $2.1 million or 31% during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease in R&D expense is primarily related to a decrease in product development expenses of $1.2 million related to the development of the HeartBeam System, decrease of headcount related costs of $0.4 million during 2025 and decrease of non-cash stock-based compensation expense amounting to $0.5 million resulting from the full vesting of milestone awards as of December 31, 2025.
Other income is related to interest income. The decrease is primarily driven by cash used in operations.
17
Table of Contents
Liquidity and Capital Resources
Our cash requirements are, and will continue to be, dependent upon a variety of factors. We expect to continue devoting capital resources to R&D for the development of software and hardware products and to sales & marketing for the limited launch and commercial strategy of our HeartBeam system.
As of June 30, 2026, we had approximately $8.7 million in cash and cash equivalents, an increase of $4.3 million from $4.4 million as of December 31, 2025. During the six months ended June 30, 2026, we raised gross proceeds of approximately $11.5 million from an underwritten public offering that closed in April 2026, including the exercise of the overallotment option. Based on our current business plan assumptions and expected cash burn rate, the Company believes that the existing cash is insufficient to fund operations for the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
In the prior corresponding period ending June 30, 2025, we had approximately $3.3 million in cash and cash equivalents, an increase of $0.9 million from $2.4 million as of December 31, 2024. In addition, the Company held short-term investments of $1.8 million as treasury securities at the balance sheet date. When combined with cash and cash equivalents of $3.3 million, the balance for the Company as of June 30, 2025 was $5.1 million.
Our cash balance is as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
8,722 |
|
|
$ |
4,380 |
|
Cash flows for the six months ended June 30, 2026 and 2025 (in thousands):
|
|
Six months ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(6,952 |
) |
|
$ |
(7,922 |
) |
Net cash used in investing activities |
|
|
(495 |
) |
|
|
(1,899 |
) |
Net cash provided by financing activities |
|
|
11,790 |
|
|
|
10,700 |
|
Operating Activities:
Net cash used in our operating activities of $7.0 million during the six months ended June 30, 2026 is primarily due to our net loss of $9.7 million less $3.5 million in non-cash expenses and $0.8 million of net changes in operating assets and liabilities.
Net cash used in our operating activities of $7.9 million during the six months ended June 30, 2025, is primarily due to our net loss of $10.4 million less $2.3 million in non-cash expenses and $0.2 million of net changes in operating assets and liabilities.
Investing Activities:
Net cash used in investing activities of $0.5 million during the six months ended June 30, 2026, is primarily from the purchase of property and equipment.
Net cash used in investing activities of $1.9 million during the six months ended June 30, 2025, is primarily from $0.1 million from the purchase of property and equipment, $3.8 million from the gross purchase of short-term investments and offset by the maturities of short-term investments of $2.0 million.
Financing Activities
Net cash provided by financing activities of $11.8 million during the six months ended June 30, 2026, is primarily from $10.3 million from the sale of common stock, net of issuance costs, and $1.5 million from sale of common stock under ATM, net of issuance costs.
Net cash provided by financing activities of $10.7 million during the six months ended June 30, 2025, is primarily from net proceeds from the sale of common stock, net of issuance costs.
18
Table of Contents
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2025 Annual Report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a smaller reporting company, we are not required to provide the information required by this Item. We do not hold any derivative instruments and do not engage in any hedging activities.
Item 4. Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” as of the end of the period covered by this report, pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
In connection with that evaluation, our Principal Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms as of June 30, 2026. For the purpose of this evaluation, disclosure controls and procedures means controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit is accumulated and communicated to management, including our Principal Executive Officer, and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
19
Table of Contents
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
There are no actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
Not applicable as we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(A) Unregistered Sales of Equity Securities
There were no sales of equity securities sold during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
(B) Use of Proceeds
Not applicable.
(C) Issuer Purchases of Equity Securities
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
20
Table of Contents
Item 6. Exhibits
The exhibit index set forth below is incorporated by reference in response to this Item 6.
Exhibit Number |
|
Description of Exhibit |
3.1 |
|
Articles of Incorporation filed with the State of Delaware on June 11, 2015 (incorporated by reference to Exhibit 3.1 to our registration statement on Form S-1 filed September 7, 2021) |
3.2 |
|
Bylaws (incorporated by reference to Exhibit 3.2 to our registration statement on Form S-1 filed September 9, 2021) |
3.3 |
|
Amendment to Articles of Incorporation filed with the State of Delaware on September 27, 2021 (incorporated by reference to Exhibit 3.3 to our registration statement on Form S-1 filed October 4, 2021) |
3.4 |
|
Second Amended and Restated Articles of Incorporation dated November 15, 2022 (incorporated by reference to Exhibit 3.14 to our current report on Form 8-K filed November 17, 2022) |
10.1† |
|
Performance-Based Restricted Stock Unit Award Agreement, dated June 15, 2026, by and between HeartBeam, Inc. and Branislav Vajdic (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 22, 2026) |
10.2† |
|
Transaction Bonus Agreement, dated June 15, 2026, by and between HeartBeam, Inc. and Branislav Vajdic (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed June 22, 2026) |
19.1* |
|
Insider Trading Policy |
31.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
31.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
32.1** |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
32.2** |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
101.INS |
|
XBRL Instance Document+ |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document+ |
* |
|
Filed herewith. |
** |
|
Furnished herewith. |
+ |
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
† |
|
Certain identified information has been excluded from the exhibits marked with this symbol because it is both not material and is the type of information that the Registrant treats as private or confidential. |
21
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
HEARTBEAM, INC. |
|
|
|
|
|
|
|
By: |
/s/ Branislav Vajdic |
|
|
Name: |
Branislav Vajdic |
|
|
Title: |
President |
Dated: August 13, 2026 |
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
By: |
/s/ Timothy Cruickshank |
|
|
Name: |
Timothy Cruickshank |
|
|
Title: |
Chief Financial Officer |
Dated: August 13, 2026 |
|
|
(Principal Financial and Accounting Officer) |
22