HeartBeam warned on Nasdaq $1 bid requirement

HeartBeam, Inc. has received a Nasdaq notice that its common stock is out of compliance with the exchange’s $1.00 minimum bid price requirement, after trading below this level for 30 consecutive business days.

Rhea-AI Filing Summary

HeartBeam, Inc. has received a Nasdaq notice that its common stock is out of compliance with the exchange’s $1.00 minimum bid price requirement, after trading below this level for 30 consecutive business days.

The company has 180 calendar days, until December 28, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days. A second 180-day period may be available if other Nasdaq listing standards, including market value of publicly held shares, are met.

The notice does not immediately affect HeartBeam’s Nasdaq Capital Market listing, but failure to regain compliance could ultimately lead to delisting, subject to possible appeal to a Nasdaq hearings panel.

Insights

Equity markets & listing standards analyst

HeartBeam faces a Nasdaq bid-price deficiency with a defined cure window.

HeartBeam has fallen below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days, triggering a formal deficiency notice. This is a common early-stage compliance issue for smaller issuers, but it signals sustained share-price weakness.

The company now has 180 days, until December 28, 2026, to restore a closing bid at or above $1.00 for 10 straight business days. A second 180-day period is possible if all other initial Nasdaq Capital Market standards, including market value of publicly held shares, are satisfied.

If compliance is not regained, Nasdaq may move to delist the stock, with an appeal path to a hearings panel. The practical impact will depend on management’s chosen remedies and whether the share price recovers within the allowed timeframe.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price threshold: $1.00 per share Noncompliance period: 30 consecutive business days Initial compliance window: 180 calendar days +2 more

5 metrics

Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement

Noncompliance period 30 consecutive business days Closing bid below $1.00 before notice

Initial compliance window 180 calendar days From notice date to December 28, 2026

Compliance trading requirement 10 consecutive business days Bid must be at or above $1.00

Compliance deadline December 28, 2026 End of initial 180-day period

Key Terms

Minimum Bid Price Requirement, Nasdaq Listing Rule 5550(a)(2), Nasdaq Capital Market, Listing Qualifications Department, +1 more

5 terms

Minimum Bid Price Requirement regulatory

"not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Listing Rule 5550(a)(2) regulatory

"as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”)"

Nasdaq Capital Market regulatory

"for continued listing on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Listing Qualifications Department regulatory

"received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

market value of publicly held shares financial

"required to meet the continued listing requirement for market value of publicly held shares"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq notice did HeartBeam (BEAT) receive on its stock listing?

HeartBeam received a Nasdaq deficiency notice stating its common stock no longer meets the $1.00 minimum bid price requirement after 30 consecutive business days below that level, putting its Nasdaq Capital Market listing at risk over time.

How long does HeartBeam (BEAT) have to regain Nasdaq bid price compliance?

HeartBeam has 180 calendar days, until December 28, 2026, to regain compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days, as outlined in Nasdaq Listing Rule 5810(c)(3)(A).

Can HeartBeam (BEAT) get more time beyond December 28, 2026 to fix the bid price issue?

If still noncompliant by December 28, 2026, HeartBeam may qualify for a second 180-day period, provided it meets all other initial Nasdaq Capital Market standards, including market value of publicly held shares, except for the minimum bid price requirement.

Does the Nasdaq deficiency notice immediately affect HeartBeam’s (BEAT) listing?

The notice has no immediate effect on HeartBeam’s listing. Its common stock remains fully listed on the Nasdaq Capital Market while the company works within the compliance period to restore the minimum bid price level.

What happens if HeartBeam (BEAT) cannot regain Nasdaq minimum bid price compliance?

If HeartBeam fails to regain compliance within the allowed 180-day periods, Nasdaq may notify the company that its common stock will be subject to delisting. HeartBeam would then have the right to appeal the determination to a Nasdaq hearings panel.

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

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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): June 30, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 30, 2026, HeartBeam, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until December 28, 2026, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to December 28, 2026.

If the Company is not in compliance with the Minimum Bid Price Requirement by December 28, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.

The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

1

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: July 2, 2026	By:	/s/ Timothy Cruickshank
	Name:	Timothy Cruickshank
	Title:	Chief Financial Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.2 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB