STOCK TITAN

HeartBeam, Inc. (BEAT) launches $25,000,000 at-the-market equity offering

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HeartBeam, Inc. entered into an At-The-Market Equity Offering Sales Agreement with Titan Partners Securities LLC as sales agent. Under this agreement, HeartBeam may sell from time to time up to $25,000,000 of common stock through at-the-market offerings under its existing shelf Registration Statement on Form S-3. The company filed a prospectus supplement dated August 14, 2026 covering these sales. Titan Partners will receive a commission of up to 3% of the gross sales price per share and has been provided customary indemnification and contribution rights.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 14, 2026 filing establishes up to $25 million of at-the-market selling capacity, not a completed share issuance; if used, the new shares would increase the total share count and reduce existing holders’ percentage ownership.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM Program Size $25,000,000 of common stock Maximum aggregate amount of shares that may be sold under the Sales Agreement
Sales Agent Commission Up to 3% of gross sales price per share Commission payable to Titan Partners Securities LLC on shares sold
Registration Statement Form S-3 (Reg. No. 333-293307) Shelf registration statement under which the Shares may be sold
Prospectus Supplement Date August 14, 2026 Date of the Rule 424(b) prospectus supplement covering the Shares
At-The-Market Equity Offering Sales Agreement financial
"entered into an At-The-Market Equity Offering Sales Agreement with Titan Partners"
shelf Registration Statement on Form S-3 regulatory
"through the sales agent pursuant to the Company’s shelf Registration Statement on Form S-3"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
prospectus supplement regulatory
"The Company has filed a prospectus supplement, dated August 14, 2026"
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.
indemnification and contribution rights regulatory
"The Company has provided the sales agent with customary indemnification and contribution rights"

FAQ

What did HeartBeam, Inc. (BEAT) announce on August 14, 2026?

HeartBeam, Inc. entered into an At-The-Market Equity Offering Sales Agreement with Titan Partners Securities LLC, allowing it to sell up to $25,000,000 of common stock over time under its existing shelf registration.

What is the size of HeartBeam (BEAT)'s new at-the-market offering program?

The program permits HeartBeam to sell up to $25,000,000 of its common stock. Shares may be issued and sold from time to time in at-the-market offerings under a prospectus supplement dated August 14, 2026.

Who is the sales agent for HeartBeam (BEAT)'s at-the-market equity offering?

Titan Partners Securities LLC is the sales agent for the at-the-market offering. It will facilitate sales of HeartBeam’s common stock in at-the-market transactions pursuant to the new Sales Agreement and related prospectus supplement.

What commission will Titan Partners receive under HeartBeam (BEAT)'s Sales Agreement?

Titan Partners will receive a commission of up to 3% of the gross sales price per share for any HeartBeam common stock sold under the At-The-Market Equity Offering Sales Agreement, plus customary indemnification and contribution protections.

Under what registration statement will HeartBeam (BEAT) sell shares in this ATM program?

Shares under the ATM program will be sold pursuant to HeartBeam’s shelf Registration Statement on Form S-3 (Reg. No. 333-293307), as supplemented by a prospectus supplement dated August 14, 2026 for the offering.

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

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false 0001779372 0001779372 2026-08-14 2026-08-14 0001779372 us-gaap:CommonStockMember 2026-08-14 2026-08-14 0001779372 us-gaap:WarrantMember 2026-08-14 2026-08-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 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 August 14, 2026, HeartBeam, Inc. (the “Company”), entered into an At-The-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Titan Partners Securities LLC, as sales agent, pursuant to which the Company may sell, from time to time, an aggregate of up to $25,000,000 of its common stock, par value $0.0001 per share (the “Shares”).

 

The Shares may be issued and sold from time to time through the sales agent pursuant to the Company’s shelf Registration Statement on Form S-3 (Reg. No. 333-293307). The Company has filed a prospectus supplement, dated August 14, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with respect to the Shares.

 

Sales of the Shares, if any, under this prospectus supplement may be made in transactions that are deemed to be “at the market offerings” pursuant to Rule 415 under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions on the Nasdaq Capital Market at market prices, in block transactions, or as otherwise agreed upon by the sales agent and the Company.

 

The Company will pay the sales agent a commission of up to 3% of the gross sales price per share for any Shares sold through such sales agent under the Sales Agreement. The Company has provided the sales agent with customary indemnification and contribution rights.

 

The foregoing description is qualified in its entirety by reference to the Sales Agreement, a copy of which is included as Exhibit 1.1 hereto and is incorporated by reference herein.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
1.1   Sales Agreement dated August 14, 2026
5.1   Opinion of Lucosky Brookman LLP 
23.1   Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 14, 2026 By: /s/ Timothy Cruickshank
  Name: Timothy Cruickshank
  Title: Chief Financial Officer

 

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Filing Exhibits & Attachments

6 documents