HeartBeam, Inc. filings document material events for a Nasdaq-listed medical technology issuer with common stock under BEAT and warrants under BEATW. Its 8-K disclosures cover underwriting agreements and common-stock offering terms, emerging growth company status, and FDA-related correspondence for its 12-Lead ECG Synthesis Software.
These records also identify capital-structure changes and formal event disclosures tied to commercialization and regulatory development of HeartBeam's 3D ECG technology.
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.
HeartBeam, Inc. reported the results of its July 31, 2026 annual stockholder meeting held via live webcast. As of the June 5, 2026 record date, 55,506,835 shares of common stock were outstanding and entitled to vote, and 29,050,272 votes, or 52.34% of outstanding votes, were represented, constituting a quorum.
Stockholders elected all seven director nominees to one-year terms, with each receiving over 10 million votes in favor and approximately 0.9–1.3 million votes against, plus broker non-votes. They also approved the ratification of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 28,612,850 votes for and 173,008 against.
A proposal to amend the 2022 Equity Incentive Plan to increase authorized shares by 3,000,000 shares did not receive stockholder approval, drawing 3,957,529 votes for, 7,816,794 against, 41,929 abstentions and 17,234,020 broker non-votes.
HeartBeam, Inc. reported that Chief Technology Officer Kenneth Harry Persen acquired 105,740 shares of common stock on July 24, 2026 through a grant treated as Restricted Stock Units under the 2022 Equity Incentive Plan.
The RSUs vested in full on the grant date as part of the 2025 Bonus Program, with executives receiving shares in lieu of cash. Following this award, Persen directly holds 448,290 shares of HeartBeam common stock.
Cruickshank Tim reported acquisition or exercise transactions in this Form 4 filing.
HeartBeam, Inc. reported that CFO Tim Cruickshank received a grant of 167,760 shares of common stock in the form of Restricted Stock Units on July 24, 2026 under the 2022 Equity Incentive Plan. The RSUs vested in full on the grant date as shares-in-lieu-of-cash for the 2025 Bonus Program, increasing his directly held shares to 239,990.
Vajdic Branislav reported acquisition or exercise transactions in this Form 4 filing.
HeartBeam, Inc. reported equity awards to President and director Branislav Vajdic under its 2022 Equity Incentive Plan. On June 15, 2026 he was granted 2,800,000 performance-based PRSUs that vest over three years upon achievement of milestones and continued service. On July 24, 2026 he received 260,870 RSUs, which vested in full on the grant date and settled his 2025 bonus in shares instead of cash.
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.
HeartBeam, Inc. announced a strategic reorganization and leadership transition centered on accelerating global adoption of its ambulatory ECG signal platform and improving capital efficiency. Chief Executive Officer and director Robert P. Eno will depart effective June 30, 2026, and is expected to move into a consulting role under his existing employment agreement, subject to a release of claims.
Founder and President Branislav Vajdic, Ph.D. will serve as principal executive officer effective July 1, 2026, while operations are aligned around focused implementation teams led by Dr. Vajdic and Executive Chairman Rich Ferrari. Director Mark Strome resigned from the Board on June 18, 2026; both his resignation and Mr. Eno’s departure are stated as not due to disputes or disagreements with the company.
The company highlights that its 3D ambulatory ECG platform, including 3D signal capture and 12‑lead ECG synthesis, has received FDA clearance for arrhythmia assessment, and it plans to continue clinical studies to expand its technology for heart attack and other cardiac conditions while targeting a meaningfully lower cost structure.
HeartBeam, Inc. reported new compensation arrangements for its President, Founder and Director, Dr. Branislav Vajdic. On June 15, 2026, the board approved a performance-based restricted stock unit (PRSU) award covering 2,800,000 restricted stock units under the 2022 Equity Incentive Plan.
The PRSUs vest only if both performance and service conditions are met. Performance milestones tied to operational, software, product-development and clinical study goals must be achieved within a period that ends on the earlier of one year from grant or just before a first Change in Control. Service-based vesting occurs in three equal annual installments over three years, with acceleration provisions upon a Change in Control or certain qualifying terminations. HeartBeam also entered into a Transaction Bonus Agreement with Dr. Vajdic, providing a bonus upon a Qualifying Change in Control based on achieving specified market capitalization and per-share price thresholds, paid generally in the same form as consideration to stockholders.
HeartBeam, Inc. is asking shareholders to vote at its virtual 2026 annual meeting on July 31, 2026 at 1:00 p.m. Eastern. Holders of 55,506,835 common shares as of June 5, 2026 can participate and have one vote per share.
Shareholders will elect nine directors, ratify CBIZ CPAs P.C. as independent auditor for 2026, and vote on amending the 2022 Equity Incentive Plan to add 3,000,000 shares, raising its capacity to 14,900,000 shares. The company states this would increase potential dilution by about 6%, on top of existing equity overhang of roughly 30% of common stock outstanding.
The proxy details board structure, committee responsibilities and independence, executive and director pay, and significant use of equity in 2025 in place of some cash salary and board fees to conserve cash while maintaining incentives aligned with shareholders.
HeartBeam, Inc. is soliciting proxies for its 2026 Annual Meeting to be held virtually on July 31, 2026. Shareholders will vote to elect nine directors, ratify CBIZ CPAs P.C. as auditor and consider an amendment to the 2022 Equity Incentive Plan to increase authorized shares by 3,000,000. The record date for voting is June 5, 2026 and there were 55,506,835 shares outstanding as of that date. The board recommends voting FOR each proposal. The amendment would raise the 2022 Plan cap from 11,900,000 to 14,900,000 shares; current awards include 501,488 RSUs and 9,979,532 options outstanding, and 6,542,707 shares remain available for grant as of the record date.