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): ~~April~~June 1415, 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 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnCompensatory ~~April~~Arrangements ~~14, 2026, HeartBeam, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division~~ of ~~American Capital~~Named ~~Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell in an underwritten public~~Executive offering (the “Offering”) an aggregate of 12,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The public offering price for each share of Common Stock is $0.80, and the Underwriter has agreed to purchase the shares of Common Stock pursuant to the Underwriting Agreement at a price for each share of Common Stock of $0.744.Officers

~~Pursuant~~On toJune ~~the~~15, ~~terms~~2026, of the ~~Underwriting~~Compensation ~~Agreement,~~Committee of the ~~Company~~Board ~~has~~of ~~granted~~Directors (the ~~Underwriter~~“Board”) aof ~~30-day option to purchase up to an additional 1~~HeartBeam,~~875,000~~ ~~shares~~Inc. ~~of Common Stock~~ (the “~~Option Shares~~Company”) ~~and~~approved ~~together~~certain ~~with~~compensatory ~~the~~arrangements for ~~Shares~~Branislav Vajdic, the ~~“Securities”)~~Company’s ~~solely~~President, toFounder ~~cover~~and ~~over-allotments~~Director, ifincluding ~~any,~~a atperformance-based ~~the~~restricted ~~original~~stock ~~offering~~unit (“PRSU”) ~~price~~award toand ~~the~~a ~~public~~transaction ~~for~~bonus agreement (the ~~Common~~“Transaction ~~Stock~~Bonus ~~less~~Agreement”), ~~the~~each ~~underwriting~~as ~~discounts~~described ~~and commissions~~below.

The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-293307), as amended, previously filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2026, and declared effective on March 17, 2026; a base prospectus dated March 17, 2026; and a prospectus supplement dated April 14, 2026 (the “Prospectus Supplement”). This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares or Option Shares.PRSU

~~Pursuant~~On toJune ~~the~~15, ~~Underwriting Agreement~~2026, the ~~Company agreed~~Board toapproved a 75performance-~~day~~based restricted ~~“lock-up”~~stock ~~period~~unit ~~with~~award ~~respect~~under ~~to sales of specified securities, subject to certain exceptions. In addition, each of~~ the Company’s ~~officers~~2022 ~~and~~Equity ~~directors~~Incentive ~~has~~Plan ~~entered~~to ~~into~~Dr. aVajdic ~~lock-up~~covering ~~agreement with the Underwriter~~2, ~~pursuant to which~~800,000 ~~during~~restricted ~~the~~stock units. ~~lock~~The performance-upbased ~~period,~~restricted ~~such~~stock ~~officers~~units ~~and~~are ~~directors~~eligible ~~may~~to ~~not,~~vest ~~without~~only ~~the~~if ~~prior~~and ~~written~~to ~~consent of~~ the ~~Underwriter,~~extent ~~offer,~~that ~~sell,~~specified ~~contract~~performance-based ~~to sell,~~conditions ~~hypothecate,~~and ~~pledge~~service-based orconditions ~~otherwise~~are ~~dispose of any shares of Common Stock of the Company or securities convertible~~satisfied, ~~exchangeable~~ or ~~exercisable into shares of Common Stock of~~ the ~~Company,~~requirements ~~subject~~for toaccelerated ~~certain~~vesting ~~exceptions~~are satisfied.

~~Upon~~The ~~the~~performance-based ~~closing~~conditions ofrelate ~~the~~to ~~Offering~~specified operational, ~~the~~software, ~~Company agreed~~product-development toand ~~issue~~clinical tostudy ~~the~~milestones ~~Underwriter,~~during orthe ~~its~~period ~~designees,~~beginning ~~warrants~~on (the ~~“Underwriter~~grant ~~Warrants”)~~date toand ~~purchase~~ending aon ~~number~~the earlier of ~~shares~~the ~~of Common~~one-year ~~Stock~~anniversary ~~equal~~of tothe angrant ~~aggregate~~date ofand 5%the ofday before the ~~total~~effective ~~number~~date of ~~shares~~the offirst ~~Common~~Change ~~Stock~~in ~~sold~~Control into occur after the ~~Offering~~grant date. The ~~Underwriter~~service-based ~~Warrants~~conditions are satisfied as to one-third of the performance-based restricted stock units on each of ~~will~~the befirst ~~exercisable~~three ~~immediately~~anniversaries ~~upon~~of ~~issuance~~the grant date, insubject ~~whole~~to orDr. inVajdic’s ~~part~~continued service through the applicable date, atprovided that ~~any~~if ~~time~~a Change in Control occurs on or ~~after~~before the ~~date~~three-year anniversary of ~~issuance~~the grant date, ~~and~~then the service-based condition will be ~~exercisable~~ ~~until~~satisfied ~~the~~immediately ~~five~~prior ~~year~~to ~~anniversary~~such ofChange ~~the~~in ~~Underwriting~~Control, ~~Agreement~~subject to Dr. Vajdic’s continued service through such time.

The ~~legal~~performance-based ~~opinion,~~restricted ~~including~~stock ~~the~~unit ~~related consent,~~award ofalso ~~Lucosky~~provides ~~Brookman~~for ~~LLP~~accelerated ~~relating~~vesting toupon ~~the~~a ~~issuance~~qualifying ~~and~~termination ~~sale~~before of the ~~Shares,~~three-year ~~the~~anniversary ~~Option~~of ~~Shares,~~ the ~~Underwriter~~grant ~~Warrants~~date, ~~and~~to the ~~shares of~~extent ~~Common~~applicable ~~Stock~~performance ~~issuable~~milestones ~~upon~~were ~~exercise~~timely ofachieved ~~the~~before ~~Underwriter~~such ~~Warrants,~~qualifying istermination ~~filed~~and assubject ~~Exhibit~~to 5Dr.1 ~~hereto~~Vajdic’s satisfaction of the applicable release condition.

The ~~purchase~~foregoing ~~and~~description ~~sale~~ of the ~~Shares~~performance-based restricted stock unit award does not purport to be complete and is qualified in its entirety by reference to the ~~closing~~ full text of the ~~Offering~~applicable award ~~occurred~~agreement, onwhich ~~April~~is ~~16,~~filed ~~2026~~herewith as Exhibit 10.2 and incorporated herein by reference.

~~Gross~~Transaction ~~proceeds~~Bonus from the Offering were approximately $10.0 million, before deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to support commercialization of the Company’s FDA-cleared 12-lead synthesized ECG system; advance development of its 12-lead ECG extended-wear patch and heart attack detection initiatives; further enhance its AI capabilities; and for working capital and general corporate purposes.Agreement

~~The~~Subject ~~foregoing~~to ~~descriptions~~Dr. ofVajdic’s ~~the~~continued ~~Underwriting~~employment ~~Agreement,~~with the ~~lock-up~~Company ~~agreements,~~through ~~and~~immediately ~~the~~prior ~~Underwriter Warrants do not purport~~ to bea ~~complete~~Qualifying ~~and~~Change ~~are qualified~~ in ~~their~~Control ~~entirety~~(as bydefined ~~reference to~~in the ~~copy~~Transaction ofBonus ~~the Underwriting~~ Agreement), the ~~form~~transaction bonus ofwill ~~lock-up~~be ~~agreement,~~determined ~~and~~based ~~the~~on ~~form~~achievement of ~~Underwriter~~specified ~~Warrant,~~market ~~which~~capitalization ~~are~~and ~~filed~~per-share ~~herewith as~~price ~~Exhibits 1~~thresholds.1, ~~10.1,~~If ~~and~~the ~~4.1~~minimum tothreshold is ~~this~~not ~~Current~~achieved, ~~Report~~no ontransaction ~~Form~~bonus ~~8-K,~~will ~~respectively~~be payable.

~~The~~Any ~~representations,~~transaction ~~warranties~~bonus ~~and~~that ~~covenants~~becomes payable will ~~contained~~generally be paid in the ~~Underwriting~~same ~~Agreement~~form ~~were~~or ~~made~~forms ~~only~~and ~~for~~in ~~purposes~~the ofsame ~~such~~proportions ~~agreement~~of ~~and~~consideration aspaid ofto ~~specific~~the ~~dates,~~Company’s ~~were~~stockholders ~~solely~~in ~~for~~ the ~~benefit~~ ofQualifying ~~the~~Change ~~parties~~in toControl, ~~the~~except ~~Underwriting~~that ~~Agreement~~the ~~and~~Board may bedetermine ~~subject~~ to ~~limitations~~pay ~~agreed~~all ~~upon~~or bya ~~the~~portion ~~contracting~~of ~~parties. Accordingly,~~ the ~~Underwriting~~ ~~Agreement~~transaction isbonus ~~incorporated~~in ~~herein~~cash. byAny ~~reference~~amount payable ~~only~~at toclosing ~~provide~~will ~~investors~~be ~~with~~paid ~~information~~no ~~regarding~~later ~~the~~than ~~terms~~30 ofdays after the ~~Underwriting Agreement~~closing, and ~~not to provide investors with~~ any ~~other~~amount ~~factual~~attributable ~~information~~to ~~regarding~~post-closing ~~the~~payments ~~Company~~will orbe paid ~~its~~if ~~business,~~ and ~~should~~when besuch ~~read~~amounts ~~in conjunction~~are ~~with~~paid ~~the~~to ~~disclosures in~~ the Company’s ~~periodic~~stockholders, ~~reports~~subject ~~and~~to ~~other~~the ~~filings~~terms ~~with~~of the ~~SEC~~Transaction Bonus Agreement.

The foregoing description of the Transaction Bonus Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Bonus Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

~~Item 8.01 Other Events.~~1

On April 14, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 14, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 16, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement dated April 16, 2026, by and between HeartBeam, Inc. and Titan Partners Group LLC
4.1		Form of Underwriter Warrant
5.1		Opinion of Lucosky Brookman LLP
10.1		Form of Lock-up Agreement
23.1		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
99.1		Press Release dated April 14, 2026 (launch press release)
99.2		Press Release dated April 14, 2026 (pricing press release)
99.3		Press Release dated April 16, 2026 (closing press release)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

†

Certain identified information has been excluded from the exhibits marked with this symbol because it is both not material and is the type of information that the Registrant treats as private or confidential.

Exhibit Number		Description
10.1†		Performance-Based Restricted Stock Unit Award Agreement, dated June 15, 2026, by and between HeartBeam, Inc. and Branislav Vajdic
10.2†		Transaction Bonus Agreement, dated June 15, 2026, by and between HeartBeam, Inc. and Branislav Vajdic
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 16, 2026	By:	/s/ Timothy Cruickshank
Date: June 22, 2026	By:	/s/ Timothy Cruickshank
	Name:	Timothy Cruickshank
	Title:	Chief Financial Officer

Filing Compare · HeartBeam, Inc.