HeartBeam, Inc. 8-K

What Happened

• HeartBeam, Inc. (NASDAQ: BEAT) announced and closed an underwritten public offering. On April 14, 2026 the company signed an underwriting agreement with Titan Partners Group LLC, and the offering closed on April 16, 2026. The company sold 12,500,000 shares of common stock at a public price of $0.80 per share (underwriter purchase price $0.744), with a 30‑day option to sell up to an additional 1,875,000 shares to cover any over‑allotments. Gross proceeds were approximately $10.0 million, before underwriting discounts, commissions and offering expenses.

Key Details

• Shares sold: 12,500,000 common shares; over‑allotment option: 1,875,000 shares (30 days).
• Pricing: public offering price $0.80/share; underwriter purchase price $0.744/share.
• Proceeds: ~ $10.0 million gross (before fees and expenses).
• Underwriter compensation: issuance of warrants to the underwriter equal to 5% of the shares sold in the offering; warrants exercisable immediately and expire five years from issuance.
• Lock‑ups: Company agreed to a 75‑day lock‑up; officers and directors also entered into lock‑up agreements with customary exceptions.
• Use of proceeds: support commercialization of the FDA‑cleared 12‑lead synthesized ECG system; advance development of a 12‑lead extended‑wear ECG patch and heart attack detection initiatives; enhance AI capabilities; working capital and general corporate purposes.

Why It Matters

• The offering provides near‑term capital (~$10M gross) to fund commercialization and product development efforts, which management says will support the company’s core medical‑device and AI initiatives. Investors should note dilution from the newly issued shares and potential further dilution from the underwriter warrants and any exercised over‑allotment. The 75‑day lock‑up limits insider sales in the short term, while the pricing and underwriter terms (including the warrant grant) are typical features that affect share count and potential future supply.