beat-20230331

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, 2023


☐			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 10, 2023 was 25,901,240.


		Page
	PART I-FINANCIAL INFORMATION	1
Item l.	Condensed Unaudited Financial Statements	1
	Balance Sheets as of March 3 1 , 202 3 and December 31, 2022	1
	Statements of Operations for the three months ended March 31 , 2023 and 2022	2
	Statements of Shareholders’ Equity and Deficit for the three months ended March 3 1 , 202 3 and 202 2	3
	Statements of Cash Flows for the thre e months ended March 3 1 , 202 3 and 202 2	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	14
Item 4.	Controls and Procedures	14

	PART II-OTHER INFORMATION	15
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	16
SIGNATURES		17


	March 31, 2023		December 31, 2022
Assets
Current Assets:
Cash and cash equivalents	$	990	$	3,594
Prepaid expenses and other assets	471		445
Total Assets	$	1,461	$	4,039

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses (includes related party $1 and $2 respectively)	2,320		1,665


Total Liabilities	2,320		1,665

Commitments

Stockholders’ Equity (Deficit)
Preferred stock - $0.0001 par value; 10,000,000 authorized; 0 shares outstanding at March 31, 2023 and December 31, 2022	—		—
Common stock - $0.0001 par value; 100,000,000 shares authorized; 8,227,074 and 8,009,743 shares issued and outstanding at March 31, 2023 and December 31, 2022	1		1
Additional paid in capital	25,462		24,559
Accumulated deficit	(26,322)		(22,186)
Total Stockholders’ Equity (Deficit)	$	(859)	$	2,374

Total Liabilities and Stockholders’ Equity and (Deficit)	$	1,461	$	4,039


	Three months ended March 31,
	2023		2022
Operating Expenses:
General and administrative	$	2,475	$	1,414
Research and development	1,681		734
Total operating expenses	4,156		2,148

Loss from operations	(4,156)		(2,148)

Other Income
Interest income	20		2
Total other income	20		2

Loss before provision for income taxes	$	(4,136)	$	(2,146)

Income tax provision	$	—	$	—

Net Loss	$	(4,136)	$	(2,146)

Net loss per share, basic and diluted	$	(0.50)	$	(0.27)

Weighted average common shares outstanding, basic and diluted	8,222,416		8,081,804


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)


Three months ended March 31, 2022
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - January 1, 2022	7,809,912	$	1	$	22,633	$	(9,224)	$	13,410
Stock based compensation, expense	—	—		159		—		159
Sale of Common Stock and Warrants	136,025			804				804
Stock issuance upon vesting and exercise of stock options	9,201	—		—		—		—
Stock issuance upon vesting of restricted stock units	3,750	—		—				—
Net loss	—	—		—		(2,146)		(2,146)
Balance – March 31, 2022	7,958,888	$	1	$	23,596	$	(11,370)	$	12,227


	Number of shares	Weighted average exercise price		Weighted average remaining life (years)	Aggregate intrinsic value (in thousands)
Outstanding - December 31, 2022	3,908,276	$	5.42	3.47	$	2,020
Exercised	(11,638)	2.75		—	—
Expired	(408,726)	—		—	—
Outstanding – March 31, 2023	3,487,912	6.06		3.62	$	—
Exercisable – March 31, 2023	3,487,912	$	6.06	3.62	$	—


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

Outstanding – December 31, 2022	2,196,798	$	1.76	8.7	$	6,770
Options granted	312,800	4.00
Options exercised	—	—
Options cancelled	(111,208)	1.83

Outstanding – March 31, 2023	2,398,390	2.06		8.5	1,752
Exercisable – March 31, 2023	860,898	$	1.43	7.3	$	957


	Three months ended March 31, 2023
	Numbers of Shares	Weighted Average Grant Date Fair value
Non-Vested at beginning of period	253,970	$	1.47
Shares granted	—	—
Shares vested	(3,750)	3.20
Non-vested	250,220	$	1.44


	For three months ended March 31,
	2023		2022		$ Change		% Change
	(In thousands, except percentages)

Operating expenses:
General and administrative	$	2,475	$	1,414	$	1,061	75	%
Research and development	1,681		734		947		129	%
Total operating expenses	4,156		2,148		2,008		93	%

Loss from operations	(4,156)		(2,148)		(2,008)		93	%

Interest income (expense)	20		2		18		900	%

Income tax provision	—		—		—		—	%

Net loss	$	(4,136)	$	(2,146)	$	(1,990)	93	%


Exhibit Number						Description of Exhibit
10.1						Employment Agreement with Robert Eno, dated January 16, 2023 (incorporated by reference to our 8-k filed on January 24, 2023)
10.2						Sales Agreement by and between HeartBeam, Inc. and A.G.P./Alliance Global Partners, dated February 1, 2023 (incorporated by reference to our 8-k filed on February 1, 2023)
10.3						Securities Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors (incorporated by reference to our 8-k filed on March 3, 2023)
10.4						Note Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors (incorporated by reference to our 8-k filed on March 3, 2023
10.5						First Amendment to Securities Purchase Agreement dated March 7, 2023 to the Securities Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors (incorporated by reference to our 8-k filed on March 9, 2023)
10.6						First Amendment to Note Purchase Agreement dated March 7, 2023 to the Securities Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors (incorporated by reference to our 8-k filed on March 9, 2023)
31.1						Certification of Chief Executive Officer, dated Ma y ,11 2023 , 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 Ma y 11, 2023 , 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 **
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.


	Three months ended March 31,
	2023			2022
Weighted-average Black-Scholes option pricing model assumptions:
Volatility	110.23		%	107.25		%
Expected term (in years)	6.07			5.8
Risk-free rate	3.80%			1.47%
Expected dividend yield	—			—
Weighted average grant date fair value per share	$	3.38		$	1.55


	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: May 11, 2023		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Heartbeam Inc.