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HeartBeam (NASDAQ: BEAT) outlines Eno severance and advisory role

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

HeartBeam, Inc. filed an amendment to update terms related to the departure of Robert P. Eno, confirming that a Separation Agreement and an Advisory Agreement were executed on July 30, 2026.

Under the Separation Agreement, Mr. Eno receives a lump sum cash payment of $300,000, equal to nine months of base salary, in exchange for a release of claims and continued compliance with restrictive covenants. He is eligible to serve as a non-employee advisor under the Advisory Agreement, with a one-time $1,000 advisory retainer. All of his outstanding stock options and restricted stock units fully vest, and the post-termination exercise period for each option is extended until the earlier of December 31, 2027 or the option’s original expiration. HeartBeam will also reimburse up to nine months of COBRA premiums.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Severance cash payment $300,000 Lump sum reflecting nine months of Robert P. Eno's base salary under the Separation Agreement.
COBRA premium reimbursement period up to nine months Duration of COBRA premium reimbursement for Robert P. Eno.
Option exercise extension end date December 31, 2027 Latest date to exercise outstanding stock options, subject to each option’s original term.
Advisory retainer fee $1,000 One-time advisory fee for Robert P. Eno under the Advisory Agreement.
Agreement execution date July 30, 2026 Date the Separation Agreement and Advisory Agreement with Robert P. Eno were executed.
Separation Agreement and Release financial
"The Company and Mr. Eno entered into a Separation Agreement and Release on July 30, 2026."
Advisory Agreement financial
"The Separation Agreement and an Advisory Agreement were entered into on July 30, 2026."
An advisory agreement is a written contract that spells out the responsibilities, fees and length of time a company hires an outside advisor — such as a financial, strategic or legal consultant — to provide ongoing guidance. For investors, it matters because the agreement sets costs, performance expectations, and any limits or conflicts that can affect a company’s strategy and financial results, similar to seeing the terms of a hired expert before judging their influence.
COBRA premium reimbursement financial
"Mr. Eno will receive up to nine months of COBRA premium reimbursement."
restrictive covenants financial
"In exchange for a release of claims and his continued compliance with restrictive covenants."
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.
post-termination exercise period financial
"An extension of the post-termination exercise period for each of Mr. Eno’s outstanding stock options."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What severance payment does HeartBeam (BEAT) provide to Robert P. Eno?

HeartBeam provides Robert P. Eno a lump sum severance of $300,000. This amount reflects nine months of his base salary and is contingent on his release of claims in favor of the company and continued compliance with restrictive covenants.

How long can Robert P. Eno exercise HeartBeam (BEAT) stock options after leaving?

Robert P. Eno’s post-termination option exercise period is extended until December 31, 2027, or the options’ original expiration, whichever comes first. This extension applies to each of his outstanding stock options under the Separation Agreement.

Which equity awards accelerate under HeartBeam (BEAT)'s Separation Agreement with Robert P. Eno?

All of Robert P. Eno’s outstanding stock options and restricted stock unit awards fully vest. This acceleration is provided under the Separation Agreement, subject to the terms and conditions of HeartBeam’s 2022 Equity Incentive Plan.

Does HeartBeam (BEAT) reimburse COBRA premiums for Robert P. Eno?

Yes. HeartBeam agrees to reimburse up to nine months of COBRA premiums for Robert P. Eno. This healthcare-related benefit forms part of the Separation Agreement tied to his departure from the company.

What compensation does the Advisory Agreement provide Robert P. Eno at HeartBeam (BEAT)?

Under the Advisory Agreement, Robert P. Eno receives a one-time advisory retainer of $1,000. This fee is for his service as a non-employee advisor to HeartBeam following his separation as an officer.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 18, 2026

 

HEARTBEAM, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-41060   47-4881450
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

(Address of principal executive offices, including zip code)

 

(408) 899-4443

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   BEAT   NASDAQ
Warrant   BEATW   NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Heartbeam, Inc.’s (the “Company”) with the Securities and Exchange Commission on June 24, 2026 (the “Original Filing”). The Original Filing reported under Item 5.02 that it was expected that the Company and Robert P. Eno would enter into a consulting agreement, and that any payment of the severance amounts pursuant to the terms of Mr. Eno’s Employment Agreement dated as of January 17, 2023 is subject to Mr. Eno’s execution of a release of claims satisfactory to the Company. This Amendment is being filed to disclose that the consulting agreement and release of claims referenced in the Original Filing were executed on July 30, 2026, and to provide the material terms thereof as required by Item 5.02. Except as set forth herein, this Amendment does not amend, update, or change any other disclosures in the Original Filing.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Separation Agreement and Release

 

In connection with Mr. Eno’s departure, the Company and Mr. Eno entered into a Separation Agreement and Release (the “Separation Agreement”) and an Advisory Agreement (the “Advisory Agreement”) on July 30, 2026. The Separation Agreement provides that, in exchange for, among other things, Mr. Eno’s execution of a release of claims in favor of the Company and its affiliates and his continued compliance with restrictive covenants, Mr. Eno will receive (i) a lump sum cash payment of $300,000 (reflecting nine (9) months of Mr. Eno’s base salary); (ii) the opportunity to serve as a non-employee advisor to the Company pursuant to the terms of the Advisory Agreement; (iii) an extension of the post-termination exercise period for each of Mr. Eno’s outstanding stock options until the earlier of (x) December 31, 2027,or (y) the expiration of the stated maximum term of the applicable stock option; (iv) a full acceleration in vesting of all outstanding stock options and restricted stock unit awards Mr. Eno holds , subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan; and (v) up to nine months of COBRA premium reimbursement. The Advisory Agreement provides that Mr. Eno will receive a one-time advisory retainer fee of $1,000 for his service as an advisor to the Company.

 

The foregoing is a summary of the material terms of the Separation Agreement and Advisory Agreement and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Amendment.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Separation Agreement and Release, by and between Robert P. Eno and HeartBeam, Inc., dated July 30, 2026
10.2   Advisory Agreement, by and between Robert P. Eno and HeartBeam, Inc., dated July 30, 2026
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

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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, hereunto duly authorized.

 

  HeartBeam, Inc.
     
Date: August 5, 2026 By: /s/ Branislav Vajdic
  Name:  Branislav Vajdic
  Title: President

 

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Filing Exhibits & Attachments

6 documents