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): February 21, 2025

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 8.01 Other Events.

As previously reported, on February 14, 2025, HeartBeam, Inc. (the “Company”) consummated its public offering (the “Offering”) of an aggregate of 5,882,353 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price of $1.70 per share, generating gross proceeds of $10,000,000. In connection with the Offering, the Company granted the underwriter an option (“Over-allotment Option”), exercisable for 45 days from February 12, 2025, to purchase up to an additional 882,353 shares of Common Stock (the “Over-allotment Shares”) from the Company at the Offering price, less the underwriting discount, to cover over-allotments in the Offering.

On February 21, 2025, the underwriter exercised the bulk of the Over-allotment Option of 864,033, and on February 25, 2025, the closing of the purchase of the Over-Allotment Shares occurred, generating gross proceeds of approximately $1.5 million, before deducting underwriting discounts, commissions and offering expenses.

On February 25, 2025, the Company issued a press release announcing the full exercise and closing of the Over-Allotment Option. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit No.		Description

99.1		Press Release, dated February 25, 2025

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: February 26, 2025	By:	/s/ Timothy Cruickshank
	Name:	Timothy Cruickshank
	Title:	Chief Financial Officer

HeartBeam, Inc. 8-K