beat-20210930

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 September 30, 2021


☐			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						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 o

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 o

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 o			Accelerated filer o
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 December 15, 2021 was 7,809,912.


		Page
	PART I-FINANCIAL INFORMATION	1
Item l.	Condensed Unaudited Financial Statements	1
	Balance Sheets as of September 30, 2021 and December 31, 2020	1
	Statements of Operations for the three and nine months ended September 30, 2021 and 2020	2
	Statements of Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020	3
	Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	4
	Notes to the Condensed Un au dited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

	PART II-OTHER INFORMATION	19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
SIGNATURES		21


	September 30, 2021		December 31, 2020
Assets
Current Assets:
Cash	$	795	$	24
Prepaid expenses and other assets	166		27
Total Assets	$	961	$	51

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses (includes related party $7 and $15, respectively)	699		489
Convertible notes, net	5,419		4,295
Other - current liabilities	30		52
Total current liabilities	6,148		4,836

Total Liabilities	$	6,148	$	4,836

Commitments and contingencies (Note 8)

Stockholders’ Deficit
Common stock - $0.0001 par value; 20,000,000 shares authorized; 3,555,311 and 3,527,850 shares issued and outstanding at September 30, 2021 and December 31, 2020	—		—
Additional paid in capital	1,952		11
Accumulated deficit	(7,139)		(4,796)
Total Stockholders’ Deficit	$	(5,187)	$	(4,785)

Total Liabilities and Stockholders’ Deficit	$	961	$	51


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
Operating Expenses:
Selling, general and administrative	$	341	$	215	$	785	$	441
Research and development	105		57		159		86
Total operating expenses	446		272		944		527

Loss from operations	(446)		(272)		(944)		(527)

Interest expense	(742)		(63)		(1,421)		(210)

Other Income	—		—		22		—

Loss before provision for income taxes	(1,188)		(335)		(2,343)		(737)

Income tax provision	—		—		—		—

Net Loss	$	(1,188)	$	(335)	$	(2,343)	$	(737)

Net loss per share, basic and diluted	$	(0.32)	$	(0.09)	$	(0.63)	$	(0.20)

Weighted average common shares outstanding, basic and diluted	3,720,880		3,654,395		3,706,001		3,641,534


Three Months Ended September 30, 2021 and 2020
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficit
	Shares	Amount
Balance – June 30, 2021	3,547,168	$	—	$	1,687	$	(5,951)	$	(4,264)
Stock based compensation, expense	—	—		53		—		53
Debt discount, share settled debt	—	—		212		—		212
Stock issuance upon vesting and exercise of stock options	8,143	—		—		—		—
Net loss	—	—		—		(1,188)		(1,188)
Balance – September 30, 2021	3,555,311	$	—	$	1,952	$	(7,139)	$	(5,187)

Balance – June 30, 2020	3,504,440	$	—	$	3	$	(4,130)	$	(4,127)
Stock based compensation, expense	—	—		2		—		2
Stock issuance upon vesting and exercise of stock options	12,613	—		—		—		—
Net loss	—	—		—		(335)		(335)
Balance – September 30, 2020	3,517,053	$	—	$	5	$	(4,465)	$	(4,460)


Nine Months Ended September 30, 2021 and 2020
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficit
	Shares	Amount
Balance – December 31, 2020	3,527,850	$	—	$	11	$	(4,796)	$	(4,785)
Stock based compensation, expense	—	—		85		—		85
Debt discount, share settled debt	—	—		1,856		—		1,856
Stock issuance upon vesting and exercise of stock options	27,461	—		—		—		—
Net loss	—	—		—		(2,343)		(2,343)
Balance – September 30, 2021	3,555,311	$	—	$	1,952	$	(7,139)	$	(5,187)

Balance – December 31, 2019	3,482,850	$	—	$	1	$	(3,728)	$	(3,727)
Stock based compensation, expense	—	—		4		—		4
Stock issuance upon vesting and exercise of stock options	34,203	—		—		—		—
Net loss	—	—		—		(737)		(737)
Balance – September 30, 2020	3,517,053	$	—	$	5	$	(4,465)	$	(4,460)


	Number of shares	Weighted average exercise price		Weighted average remaining life
Outstanding and exercisable - December 31, 2020	422,549	$	0.11	2.12 years
Outstanding and exercisable – September 30, 2021	422,549	$	0.11	1.37 years


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

Outstanding – December 31, 2020	466,742	$	0.14	8.2	$	81
Options granted	358,177	2.30
Forfeitures	(4,545)	0.07
Options exercised	(27,461)	—

Outstanding – September 30, 2021	792,913	1.11		8.5	3,881
Exercisable – September 30, 2021	289,720	$	0.33	7.2	$	1,642


	For Three Months ended September 30,									For the Nine Months ended September 30,
	2021			2020		Change		% Change		2021		2020		Change		% Change
	(In thousands, except percentages)

Operating expenses:
General and administrative	$	341		$	215	$	126	59	%	$	785	$	441	$	344	78	%
Research and development	105			57		48		84	%	159		86		73		85	%
Total operating expenses	446		446	272		174		64	%	944		527		417		79	%

Loss from operations	(446)			(272)		(174)		64	%	(944)		(527)		(417)		79	%

Interest expense	(742)			(63)		(679)		1,078	%	(1,421)		(210)		(1,211)		577	%

Other income	—			—		—		—	%	22		—		22		—	%

Income tax provision	—			—		—		—	%	—		—		—		—	%

Net loss	$	(1,188)		$	(335)	$	(853)	255	%	$	(2,365)	$	(737)	$	(1,628)	221	%


	Nine Months ended September 30
	2021		2020
Net cash used in operating activities	(789)		(405)
Net cash provided by financing activities	$	1,560	$	636


Exhibit Number						Description of Exhibit
31.1*						Certification of Chief Executive Officer, dated December 16, 2021, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer, dated December 16, 2021, 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 of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


	Nine Months ended September 30,
	2021		2020
Weighted-average Black-Scholes option pricing model assumptions:
Volatility	90.01% - 93.02%		74.61% - 74.89%
Expected term (in years)	5.69 - 5.98		5.55 - 5.87
Risk-free rate	0.69% - 0.82%		0.25% - 0.39%
Expected dividend yield	$	—	$	—
Weighted average grant date fair value per share	$2.07 - 3.00		$0.16 - 0.18


	HEARTBEAM, Inc.

	By:	/s/ Branislav Vajdic
	Name:	Branislav Vajdic
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Richard Brounstein
	Name:	Richard Brounstein
	Title:	Chief Financial Officer
Dated: December 16, 2021		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by BioTelemetry, Inc.