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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.
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) |
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 |