HeartBeam (NASDAQ: BEAT) closes $10M underwritten common stock sale

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HeartBeam, Inc. entered an underwriting agreement with Titan Partners Group for an underwritten public offering of 12,500,000 shares of common stock at a public price of $0.80 per share, raising approximately $10.0 million in gross proceeds upon closing.

The underwriter will purchase shares at $0.744 per share and holds a 30‑day option to buy up to 1,875,000 additional shares to cover over‑allotments. HeartBeam will also issue underwriter warrants equal to 5% of the total shares sold, exercisable immediately for five years.

The company and its officers and directors agreed to a 75‑day lock‑up on specified securities. Net proceeds are intended to support commercialization of its FDA‑cleared 12‑lead synthesized ECG system, development of its extended‑wear patch and heart attack detection initiatives, enhancement of AI capabilities, and working capital and general corporate purposes.

Insights

HeartBeam raises $10M via discounted stock sale, adding cash but diluting equity.

HeartBeam completed an underwritten public offering of 12,500,000 common shares at $0.80 per share for gross proceeds of about $10.0 million. The underwriter purchase price of $0.744 reflects standard underwriting discounts and fees.

The deal includes a 30‑day option for up to 1,875,000 additional shares and underwriter warrants for 5% of total shares sold, adding potential future dilution. A 75‑day lock‑up on the company and insiders temporarily limits additional equity sales, providing short‑term supply visibility around the new capital raise.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares offered: 12,500,000 shares Public offering price: $0.80 per share Underwriter purchase price: $0.744 per share +4 more

7 metrics

Shares offered 12,500,000 shares Common stock in underwritten public offering

Public offering price $0.80 per share Price paid by public investors

Underwriter purchase price $0.744 per share Price paid by underwriter under agreement

Over-allotment option 1,875,000 shares 30-day option to cover over-allotments

Gross proceeds $10.0 million Total before discounts and expenses

Underwriter warrants 5% of shares sold Warrants to purchase common stock

Lock-up period 75 days Applies to company, officers, and directors

Key Terms

underwritten public offering, over-allotments, lock-up period, shelf registration statement, +2 more

6 terms

underwritten public offering financial

"entered into an underwriting agreement ... in an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotments financial

"option to purchase up to an additional 1,875,000 shares ... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

lock-up period financial

"the Company agreed to a 75-day "lock-up" period with respect to sales"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3/A (File No. 333-293307)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"a preliminary prospectus supplement and accompanying prospectus relating to the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Underwriter Warrants financial

"issue to the Underwriter ... warrants (the "Underwriter Warrants") to purchase a number of shares"

Understanding 8-K Material Events →

04/16/2026 - 04:48 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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): April 14, 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 14, 2026, HeartBeam, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten public offering (the “Offering”) an aggregate of 12,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The public offering price for each share of Common Stock is $0.80, and the Underwriter has agreed to purchase the shares of Common Stock pursuant to the Underwriting Agreement at a price for each share of Common Stock of $0.744.

Pursuant to the terms of the Underwriting Agreement, the Company has granted the Underwriter a 30-day option to purchase up to an additional 1,875,000 shares of Common Stock (the “Option Shares” and together with the Shares, the “Securities”) solely to cover over-allotments, if any, at the original offering price to the public for the Common Stock less the underwriting discounts and commissions.

The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-293307), as amended, previously filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2026, and declared effective on March 17, 2026; a base prospectus dated March 17, 2026; and a prospectus supplement dated April 14, 2026 (the “Prospectus Supplement”). This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares or Option Shares.

Pursuant to the Underwriting Agreement, the Company agreed to a 75-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. In addition, each of the Company’s officers and directors has entered into a lock-up agreement with the Underwriter, pursuant to which, during the lock-up period, such officers and directors may not, without the prior written consent of the Underwriter, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into shares of Common Stock of the Company, subject to certain exceptions.

Upon the closing of the Offering, the Company agreed to issue to the Underwriter, or its designees, warrants (the “Underwriter Warrants”) to purchase a number of shares of Common Stock equal to an aggregate of 5% of the total number of shares of Common Stock sold in the Offering. The Underwriter Warrants will be exercisable immediately upon issuance, in whole or in part, at any time on or after the date of issuance, and will be exercisable until the five year anniversary of the Underwriting Agreement.

The legal opinion, including the related consent, of Lucosky Brookman LLP relating to the issuance and sale of the Shares, the Option Shares, the Underwriter Warrants, and the shares of Common Stock issuable upon exercise of the Underwriter Warrants, is filed as Exhibit 5.1 hereto.

The purchase and sale of the Shares and the closing of the Offering occurred on April 16, 2026.

Gross proceeds from the Offering were approximately $10.0 million, before deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to support commercialization of the Company’s FDA-cleared 12-lead synthesized ECG system; advance development of its 12-lead ECG extended-wear patch and heart attack detection initiatives; further enhance its AI capabilities; and for working capital and general corporate purposes.

The foregoing descriptions of the Underwriting Agreement, the lock-up agreements, and the Underwriter Warrants do not purport to be complete and are qualified in their entirety by reference to the copy of the Underwriting Agreement, the form of lock-up agreement, and the form of Underwriter Warrant, which are filed herewith as Exhibits 1.1, 10.1, and 4.1 to this Current Report on Form 8-K, respectively.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

Item 8.01 Other Events.

On April 14, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 14, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 16, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement dated April 16, 2026, by and between HeartBeam, Inc. and Titan Partners Group LLC
4.1		Form of Underwriter Warrant
5.1		Opinion of Lucosky Brookman LLP
10.1		Form of Lock-up Agreement
23.1		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
99.1		Press Release dated April 14, 2026 (launch press release)
99.2		Press Release dated April 14, 2026 (pricing press release)
99.3		Press Release dated April 16, 2026 (closing press release)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 16, 2026	By:	/s/ Timothy Cruickshank
	Name:	Timothy Cruickshank
	Title:	Chief Financial Officer

Exhibit 99.1

HeartBeam Announces Proposed Public Offering of Common Stock

SANTA CLARA, CA – April 14, 2026 – HeartBeam, Inc. (NASDAQ: BEAT), a medical technology company focused on transforming cardiac care by providing powerful cardiac insights, today announced that it is commencing an underwritten public offering of shares of its common stock (or common stock equivalents). All of the securities to be sold in the proposed offering will be offered by HeartBeam. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from this offering to advance commercialization of its FDA-cleared 12-lead synthesized ECG system, advance development of its extended-wear patch and heart attack detection initiatives, further enhance its AI capabilities, and for working capital and general corporate purposes.

Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the proposed offering.

This offering is being made by HeartBeam pursuant to a shelf registration statement on Form S-3/A (File No. 333-293307) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2026, as amended, and declared effective by the SEC on March 17, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About HeartBeam, Inc.

HeartBeam, Inc. (NASDAQ: BEAT) is a medical technology company dedicated to transforming the detection and monitoring of critical cardiac conditions. The Company is creating the first-ever cable-free device capable of collecting ECG signals in 3D, from three non-coplanar directions, and synthesizing the signals into a 12-lead ECG. 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. HeartBeam’s 3D ECG technology received FDA clearance for arrhythmia assessment in December 2024, and the 12-Lead ECG synthesis software received FDA clearance for arrhythmia assessment in December 2025¹. The Company holds over 20 issued patents related to technology enablement. For additional information, visit HeartBeam.com.

Forward-Looking Statements

All statements in this release that are not based on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Media Contact:

media@heartbeam.com

Investor Relations Contact:

Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
BEAT@mzgroup.us
www.mzgroup.us

¹Cleared Indications for Use

The HeartBeam System with 12-Lead ECG synthesis software is FDA cleared for arrhythmia assessment. Refer to the Company’s Cleared Indications for Use at https://www.heartbeam.com/indications for details on the intended use of its technology.

Exhibit 99.2

HeartBeam Announces Pricing of $10 Million Public Offering of Common Stock

Offering is being led by HeartBeam’s first commercial customer, ClearCardio™, the Company’s executive leadership, board members, and existing investors

SANTA CLARA, CA – April 14, 2026 – HeartBeam, Inc. (NASDAQ: BEAT), a medical technology company focused on transforming cardiac care by providing powerful cardiac insights, today announced the pricing of its underwritten public offering of 12,500,000 shares of its common stock for total gross proceeds of $10 million, before deducting underwriting discounts, commissions, and offering expenses. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,875,000 shares to cover over-allotments, if any, at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about April 16, 2026, subject to customary closing conditions.

The offering is being led by HeartBeam’s first commercial customer, ClearCardio™, the Company’s executive leadership, board members, existing investors, and several fundamental institutional investors.

HeartBeam intends to use the net proceeds received from the offering to support commercialization of its FDA-cleared 12-lead synthesized ECG system, advance development of its extended-wear patch and heart attack detection initiatives, further enhance its AI capabilities, and for working capital and general corporate purposes.

“This financing provides us the capital to execute on our key strategic initiatives, as we expand the reach of our differentiated cardiac monitoring platform,” said Robert Eno, Chief Executive Officer of HeartBeam. “We are especially pleased to have ClearCardio™, our first commercial customer, join as an investor. Their participation meaningfully validates our technology and its fit within the high-engagement preventive cardiology and concierge markets, while reinforcing our confidence in the growing demand for more accessible, actionable cardiac insights.”

Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the offering.

This offering is being made by HeartBeam pursuant to a shelf registration statement on Form S-3/A (File No. 333-293307) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2026, which became effective on March 17, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About HeartBeam, Inc.

Forward-Looking Statements

Media Contact:

media@heartbeam.com

Investor Relations Contact:

Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
BEAT@mzgroup.us
www.mzgroup.us

¹Cleared Indications for Use

Exhibit 99.3

HeartBeam Announces Closing of $10 Million Public Offering of Common Stock

Offering was led by HeartBeam’s first commercial customer, ClearCardio™, the Company’s executive leadership, board members, and existing investors

SANTA CLARA, CA – April 16, 2026 – HeartBeam, Inc. (NASDAQ: BEAT), a medical technology company focused on transforming cardiac care by providing powerful cardiac insights, today announced it has closed its underwritten public offering of 12,500,000 shares of common stock for total gross proceeds of $10 million before deducting underwriting discounts, commissions, and offering expenses. The closing of the offering occurred on April 16, 2026.

The offering was led by HeartBeam’s first commercial customer, ClearCardio™, the Company’s executive leadership, board members, existing investors, and several fundamental institutional investors.

Titan Partners, a division of American Capital Partners, acted as the sole bookrunner for the offering.

This offering was made by HeartBeam pursuant to a shelf registration statement on Form S-3/A (File No. 333-293307) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2026, which became effective on March 17, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement was filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may also be obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About HeartBeam, Inc.

Forward-Looking Statements

Media Contact:

media@heartbeam.com

Investor Relations Contact:

Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
BEAT@mzgroup.us
www.mzgroup.us

¹Cleared Indications for Use

Source: View Original Filing on SEC EDGAR

FAQ

What did HeartBeam (BEAT) announce regarding its new stock offering?

HeartBeam completed an underwritten public offering of 12,500,000 common shares at $0.80 per share, generating approximately $10.0 million in gross proceeds. The transaction is detailed in an underwriting agreement with Titan Partners Group and related prospectus materials.

What are the key terms of HeartBeam’s $10 million equity raise?

HeartBeam sold 12,500,000 common shares at a public price of $0.80, while the underwriter agreed to pay $0.744 per share. The company also granted a 30‑day option to buy up to 1,875,000 additional shares to cover any over‑allotments.

How will HeartBeam (BEAT) use the net proceeds from this offering?

HeartBeam plans to use net proceeds to support commercialization of its FDA‑cleared 12‑lead synthesized ECG system, advance its extended‑wear patch and heart attack detection programs, further enhance AI capabilities, and fund working capital and general corporate purposes.

What lock-up restrictions apply to HeartBeam and its insiders after the offering?

The company agreed to a 75‑day lock‑up restricting sales of specified securities. Additionally, officers and directors signed separate lock‑up agreements preventing sales or other dispositions of common stock and related securities during this period, subject to certain exceptions and underwriter consent.

What underwriter warrants were issued in HeartBeam’s stock offering?

Upon closing, HeartBeam agreed to issue underwriter warrants to Titan Partners Group or its designees equal to 5% of the total shares sold. These warrants are exercisable immediately upon issuance and remain exercisable until the five‑year anniversary of the underwriting agreement.

Who led HeartBeam’s underwritten public offering of common stock?

Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as the sole bookrunner and underwriter. The firm agreed to purchase the shares at $0.744 each and manage the offering conducted under HeartBeam’s effective Form S‑3 shelf registration.

HeartBeam (NASDAQ: BEAT) closes $10M underwritten common stock sale

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