beat-20240630

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 June 30, 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 August 12, 2024 was 26,562,111.


		Page
	PART I-FINANCIAL INFORMATION	1
Item l.	Condensed Unaudited Financial Statements	1
	Balance Sheets as of June 3 0 , 2024 and December 31, 2023	1
	Statements of Operations for the three and six months ended June 30, 2024 and 2023	2
	Statements of Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023	3
	Statements of Cash Flows for the six months ended June 30, 2024 and 2023	5
	Notes to the Condensed Unaudited Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
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


	June 30, 2024		December 31, 2023
Assets
Current Assets:
Cash and cash equivalents	$	9,157	$	16,189
Prepaid expenses and other current assets	544		636
Total Current Assets	9,701		16,825

Property and equipment, net	370		256
Other assets	55		50
Total Assets	$	10,126	$	17,131



Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses (includes related party $- and $2, respectively)	$	1,420	$	1,194


Total Current Liabilities	1,420		1,194

Total Liabilities	1,420		1,194

Commitments (Note 7)

Stockholders’ Equity
Preferred stock - $0.0001 par value; 10,000,000 authorized; 0 shares outstanding at June 30, 2024 and December 31, 2023	—		—
Common stock - $0.0001 par value 100,000,000 shares authorized; 26,562,111 and 26,329,032 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	3		3
Additional paid in capital	55,090		52,759
Accumulated deficit	(46,387)		(36,825)
Total Stockholders’ Equity	8,706		15,937

Total Liabilities and Stockholders’ Equity	$	10,126	$	17,131


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating Expenses:
General and administrative	$	2,246	$	1,828	$	4,602	$	4,303
Research and development	2,844		1,484		5,272		3,165
Total operating expenses	5,090		3,312		9,874		7,468

Loss from operations	(5,090)		(3,312)		(9,874)		(7,468)

Other Income
Interest income	134		158		312		178
Total other income	134		158		312		178

Loss before provision for income taxes	(4,956)		(3,154)		(9,562)		(7,290)

Income tax provision	—		—		—		—

Net Loss	$	(4,956)	$	(3,154)	$	(9,562)	$	(7,290)

Net loss per share, basic and diluted	$	(0.19)	$	(0.16)	$	(0.36)	$	(0.52)

Weighted average common shares outstanding, basic and diluted	26,566,832		19,690,251		26,538,863		13,910,365


Three months ended June 30, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - April 1, 2024	26,329,032	$	3	$	53,966	$	(41,431)	$	12,538
Stock based compensation expense	—	—		1,040		—		1,040
Sale of Common Stock under ATM, net of issuance costs	50,000	—		76		—		76
Stock issuance upon exercise of stock options	5,252	—		8		—		8
Stock issuance upon vesting of restricted stock units	177,827	—		—		—		—
Net loss	—	—		—		(4,956)		(4,956)
Balance – June 30, 2024	26,562,111	$	3	$	55,090	$	(46,387)	$	8,706


Three months ended June 30, 2023
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance – April 1, 2023	8,227,074	$	1	$	25,462	$	(26,322)	$	(859)
Stock based compensation expense	—	—		702		—		702
Sale of Common Stock, net of issuance costs	17,666,666	2		24,268		—		24,270
Stock issuance upon exercise of stock options	88,026	—		103		—		103
Stock issuance upon vesting of restricted stock units	8,750	—		—		—		—

Net loss	—	—		—		(3,154)		(3,154)
Balance – June 30, 2023	25,990,516	$	3	$	50,535	$	(29,476)	$	21,062


Six months ended June 30, 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	—	—		2,247		—		2,247
Sale of Common Stock under ATM, net of issuance costs	50,000	—		76		—		76
Stock issuance upon exercise of stock options	5,252	—		8		—		8
Stock issuance upon vesting of restricted stock units	177,827	—		—		—		—

Net loss	—	—		—		(9,562)		(9,562)
Balance - June 30, 2024	26,562,111	$	3	$	55,090	$	(46,387)	$	8,706


Six months ended June 30, 2023
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - January 1, 2023	8,009,743	$	1	$	24,559	$	(22,186)	$	2,374
Stock based compensation expense	—	—		1,095		—		1,095
Sale of Common Stock under ATM, net of issuance costs	17,872,955	2		24,762		—		24,764
Stock issuance upon exercise of stock options	88,026	—		103		—		103
Stock issuance upon vesting of restricted stock units	12,500	—		—		—		—
Stock issuance upon exercise of warrants	7,292	—		16		—		16
Net loss	—	—		—		(7,290)		(7,290)
Balance – June 30, 2023	25,990,516	$	3	$	50,535	$	(29,476)	$	21,062


	Three and Six months ended June 30,
		2024	2023
Stock options (excluding exercisable penny stock options)		5,993,356	2,851,383
Restricted stock units		283,411	246,470
Warrants		5,152,397	5,152,397
Total		11,429,164	8,250,250


	Number of shares	Weighted average exercise price		Weighted average remaining life (years)	Aggregate intrinsic value (in thousands)
Outstanding and exercisable - December 31, 2023	5,152,397	$	4.71	3.35	$792
Exercised	—	—		—	—
Expired	—	—		—	—
Outstanding and exercisable – June 30, 2024	5,152,397	$	4.71	2.85	$	1,158


	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	114,000	2.27
Options exercised	(5,252)	1.54
Options cancelled	(25,748)	2.41

Outstanding – June 30, 2024	6,175,525	$	2.23	8.4	$	3,692
Exercisable – June 30, 2024	1,748,660	$	1.90	7.4	$	1,687


	Six months ended June 30,
	2024		2023
Weighted-average Black-Scholes option pricing model assumptions:
Volatility	125.89% - 128.74%		110.23% - 111.73%
Expected term (in years)	6.02 - 7.00		5.71 - 6.07
Risk-free rate	4.50% - 4.60%		3.54% - 3.80%
Expected dividend yield	$	—	$	—
Weighted average grant date fair value per share	$1.81 - $2.48		$1.73 - $3.38


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: August 14, 2024		(Principal Executive and Accounting Officer)


	Six months ended June 30, 2024
	Numbers of Shares	Weighted Average Grant Date Fair value
Non-Vested at beginning of period	217,881	$	3.12
Shares granted	243,357	2.26
Shares vested	(177,827)	3.13
Non-vested at the end of period	283,411	$	2.38


	For three months ended June 30								For six months ended June 30
	2024		2023		Change		% Change		2024		2023		Change		% Change
	(In thousands, except percentages)

Operating expenses:
General and administrative	$	2,246	$	1,828	$	418	23	%	$	4,602	$	4,303	$	299	7	%
Research and development	2,844		1,484		1,360		92	%	5,272		3,165		2,107		67	%
Total operating expenses	5,090		3,312		1,778		54	%	9,874		7,468		2,406		32	%

Loss from operations	(5,090)		(3,312)		(1,778)		54	%	(9,874)		(7,468)		(2,406)		32	%

Interest income (expense)	134		158		(24)		(15)	%	312		178		134		75	%

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

Net loss	$	(4,956)	$	(3,154)	$	(1,802)	57	%	$	(9,562)	$	(7,290)	$	(2,272)	31	%


	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	9,157	$	16,189

SEC Form 10-Q filed by Heartbeam Inc.