beat-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-41060

HEARTBEAM, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware						47-4881450
State or Other Jurisdiction of Incorporation or Organization						I.R.S. Employer Identification No.

2118 Walsh Avenue, Suite 210 Santa Clara, CA						95050
Address of Principal Executive Offices						Zip Code

(408) 899-4443

Registrant’s Telephone Number, Including Area Code

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

Warrants

BEATW

NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐			Accelerated filer ☐
Non-accelerated filer ☒			Smaller reporting company ☒
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Number of shares of common stock outstanding as of May 8, 2024 was 26,329,032.


		Page
	PART I-FINANCIAL INFORMATION	1
Item l.	Condensed Unaudited Financial Statements	1
	Balance Sheets as of March 31, 202 4 and December 31, 2023	1
	Statements of Operations for the three months ended March 31, 202 4 and 2023	2
	Statements of S tock holders’ Equity for the three months ended March 31, 202 4 and 202 3	3
	Statements of Cash Flows for the three months ended March 31, 202 4 and 2023	4
	Notes to the Condensed Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

	PART II-OTHER INFORMATION	17
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
SIGNATURES		19


	March 31, 2024		December 31, 2023
Assets
Current Assets:
Cash and cash equivalents	$	12,638	$	16,189
Prepaid expenses and other current assets	599		636
Total Current Assets	$	13,237	$	16,825

Property and equipment, net	344		256
Other assets	54		50
Total Assets	$	13,635	17,131



Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses (includes related party $- and $2, respectively)	1,097		1,194


Total Liabilities	1,097		1,194

Commitments (Note 7)

Stockholders’ Equity
Preferred stock - $0.0001 par value; 10,000,000 authorized; 0 shares outstanding at March 31, 2024 and December 31, 2023	—		—
Common stock - $0.0001 par value 100,000,000 shares authorized; 26,329,032 shares issued and outstanding at March 31, 2024 and December 31, 2023	3		3
Additional paid in capital	53,966		52,759
Accumulated deficit	(41,431)		(36,825)
Total Stockholders’ Equity	$	12,538	$	15,937

Total Liabilities and Stockholders’ Equity	$	13,635	$	17,131


	Three months ended March 31,
	2024		2023
Operating Expenses:
General and administrative	$	2,356	$	2,475
Research and development	2,428		1,681
Total operating expenses	4,784		4,156

Loss from operations	(4,784)		(4,156)

Other Income
Interest income	178		20
Total other income	178		20

Loss before provision for income taxes	(4,606)		$	(4,136)

Income tax provision	$	—	$	—

Net Loss	$	(4,606)	$	(4,136)

Net loss per share, basic and diluted	$	(0.17)	$	(0.50)

Weighted average common shares outstanding, basic and diluted	26,511,201		8,222,416


Three months ended March 31, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - January 1, 2024	26,329,032	$	3	$	52,759	$	(36,825)	$	15,937
Stock based compensation expense	—	—		1,207		—		1,207
Net loss	—	—		—		(4,606)		(4,606)
Balance – March 31, 2024	26,329,032	$	3	$	53,966	$	(41,431)	$	12,538


Three months ended March 31, 2023
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficit
	Shares	Amount
Balance - January 1, 2023	8,009,743	$	1	$	24,559	$	(22,186)	$	2,374
Stock based compensation expense	—	—		393		—		393
Sale of Common Stock, net of issuance costs	206,289	—		494		—		494
Stock issuance upon vesting of restricted stock awards	3,750	—		—		—		—
Stock issuance upon exercise of Warrants	7,292			16				16
Net loss	—	—		—		(4,136)		(4,136)
Balance – March 31, 2023	8,227,074	$	1	$	25,462	$	(26,322)	$	(859)


	Number of shares	Weighted average exercise price		Weighted average remaining life (years)	Aggregate intrinsic value (in thousands)
Outstanding - December 31, 2023	5,152,397	$	4.71	3.35	792
Exercised	—	—		—	—
Expired	—	—		—	—
Outstanding and exercisable – March 31, 2024	5,152,397	4.71		3.10	$	508


	Number of options outstanding	Weighted average exercise price		Average remaining contractual life (in years)	Aggregate intrinsic value (in thousands)

Outstanding – December 31, 2023	6,092,525	$	2.22	8.7	$	2,945
Options granted	—	—
Options exercised	—	—
Options cancelled	(25,748)	2.41

Outstanding – March 31, 2024	6,066,777	2.23		8.8	2,402
Exercisable – March 31, 2024	1,526,836	$	1.88	7.4	$	1,149


	Three months ended March 31, 2024
	Numbers of Shares	Weighted Average Grant Date Fair value
Non-Vested at beginning of period	217,881	$	3.12
Shares granted	—	—
Shares vested	—	—
Non-vested	217,881	$	3.12


	For three months ended March 31,
	2024		2023		$ Change		% Change
	(In thousands, except percentages)

Operating expenses:
General and administrative	$	2,356	$	2,475	$	(119)	(5)	%
Research and development	2,428		1,681		747		44	%
Total operating expenses	4,784		4,156		628		15	%

Loss from operations	(4,784)		(4,156)		$	(628)	15	%

Total other income	178		20		$	158	790	%

Income tax provision	—		—		—		—	%

Net loss	$	(4,606)	$	(4,136)	$	(470)	11	%


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	12,638	$	16,189


Exhibit Number						Description of Exhibit
3.1						Articles of Incorporation filed with the State of Delaware on June 11, 2015 (incorporated by reference to Exhibit 3.1 to our registration statement on Form S-1 filed September 7, 2021)
3.2						Bylaws (incorporated by reference to Exhibit 3.2 to our registration statement on Form S-1 filed September 9, 2021)
3.3						Amendment to Articles of Incorporation filed with the State of Delaware on September 27, 2021 (incorporated by reference to Exhibit 3.3 to our registration statement on Form S-1 filed October 4, 2021)
3.4						Second Amended and Restated Articles of Incorporation dated November 15, 2022 (incorporated by reference to Exhibit 3.14 to our current report on Form 8-K filed November 17, 2022)
31.1						Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1						Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS						XBRL Instance Document+
101.SCH						XBRL Taxonomy Extension Schema Document+
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB						XBRL Taxonomy Extension Label Linkbase Document+
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document+
104						Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document+
*						Filed herewith.
**						Furnished herewith.
+						Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


	HEARTBEAM, Inc.

	By:	/s/ Branislav Vajdic
	Name:	Branislav Vajdic
	Title:	Chief Executive Officer
Dated: May 9, 2024		(Principal Executive and Accounting Officer)

SEC Form 10-Q filed by Heartbeam Inc.