HeartBeam, Inc. 8-K

What Happened

• HeartBeam, Inc. (NASDAQ: BEAT) filed an 8-K on June 22, 2026 reporting that its Compensation Committee on June 15, 2026 approved compensatory arrangements for President, Founder and Director Branislav Vajdic. The awards include a performance‑based restricted stock unit (PRSU) grant covering 2,800,000 units under the company’s 2022 Equity Incentive Plan and a Transaction Bonus Agreement tied to a qualifying change of control.

Key Details

• PRSU grant: 2,800,000 performance‑based restricted stock units, vesting only if specified performance and service conditions are met. Performance milestones relate to operational, software, product‑development and clinical study objectives.
• Vesting schedule: service‑based vesting is one‑third of the PRSUs on each of the first three anniversaries of the grant date (subject to continued service); if a Change in Control occurs on or before the three‑year anniversary, the service condition is treated as satisfied immediately before the Change in Control (subject to continued service).
• Acceleration and termination: PRSUs may accelerate upon a qualifying termination before the three‑year anniversary if applicable performance milestones were met and the executive satisfies release conditions.
• Transaction bonus: payable only if Vajdic remains employed through immediately prior to a Qualifying Change in Control and specified market‑cap and per‑share price thresholds are met; if minimum thresholds aren’t met, no bonus is owed. Payouts will generally mirror the form and timing of consideration paid to stockholders (with closing amounts paid within 30 days and post‑closing payments tied to amounts paid to stockholders).

Why It Matters

• These awards tie a substantial portion of the founder/President’s potential compensation to company performance and a possible change‑of‑control transaction, aligning his incentives with achieving operational, product and clinical milestones and with transaction value for shareholders. The PRSU size (2.8M units) and the existence of a transaction bonus are material items investors should note when assessing potential dilution, insider incentives and outcomes in the event of a sale or other change in control.