beat-20250630

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, 2025


☐			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 11, 2025 was 34,311,589.


		Page
	PART I-FINANCIAL INFORMATION	1
Item l.	Condensed Unaudited Financial Statements	1
	Balance Sheets as of June 3 0 , 2025 and December 31, 2024	1
	Statements of Operations for the three and six months ended June 3 0 , 2025 and 2024	2
	Statements of Stockholders’ Equity for the three and six months ended June 3 0 , 2025 and 2024	3
	Statements of Cash Flows for the six months ended June 3 0 , 2025 and 2024	5
	Notes to the Condensed Unaudited Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

	PART II-OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20


	June 30, 2025		December 31, 2024
Assets
Current Assets:
Cash and cash equivalents	$	3,256	$	2,377
Short-term investments (Note 3)	1,797		—
Prepaid expenses and other current assets	308		393
Total Current Assets	5,361		2,770

Property and equipment, net	564		450
Other assets	56		56
Total Assets	$	5,981	$	3,276



Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable (includes related party $0 and $5, respectively)	$	814	$	531
Accrued expenses (includes related party $5 and $0, respectively)	985		1,091


Total Current Liabilities	1,799		1,622

Total Liabilities	1,799		1,622

Commitments (Note 7)

Stockholders’ Equity
Preferred stock - $0.0001 par value; 10,000,000 authorized; 0 shares outstanding at June 30, 2025 and December 31, 2024			—
Common stock - $0.0001 par value 100,000,000 shares authorized; 34,020,340 and 26,960,901 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	4		3
Additional paid in capital	70,909		57,924
Accumulated deficit	(66,731)		(56,273)
Total Stockholders’ Equity	4,182		1,654

Total Liabilities and Stockholders’ Equity	$	5,981	$	3,276


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Operating Expenses:
General and administrative	$	1,711	$	2,246	$	3,720	$	4,602
Research and development	3,326		2,844		6,818		5,272
Total operating expenses	5,037		5,090		10,538		9,874

Loss from operations	(5,037)		(5,090)		(10,538)		(9,874)

Other Income and (Expense)
Interest income	63		134		80		312

Total other income	63		134		80		312

Loss before provision for income taxes	(4,974)		(4,956)		(10,458)		(9,562)

Income tax provision	—		—		—		—

Net Loss	$	(4,974)	$	(4,956)	$	(10,458)	$	(9,562)

Net loss per share, basic and diluted	$	(0.15)	$	(0.19)	$	(0.32)	$	(0.36)

Weighted average common shares outstanding, basic and diluted	33,834,950		26,566,832		32,184,025		26,538,863


Three months ended June 30, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - April 1, 2025	33,734,548	$	3	$	69,283	$	(61,757)	$	7,529
Stock based compensation expense	—	—		1,177		—		1,177
Sale of Common Stock under ATM, net of issuance costs	284,338	1		449		—		450
Stock issuance upon exercise of stock options	1,454	—		—		—		—

Net loss	—	—		—		(4,974)		(4,974)
Balance – June 30, 2025	34,020,340	$	4	$	70,909	$	(66,731)	$	4,182


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


Six months ended June 30, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - January 1, 2025	26,960,901	$	3	$	57,924	$	(56,273)	$	1,654
Stock based compensation expense	—	$	—	$	2,286	$	—	$	2,286
Sale of Common Stock, net of issuance costs	6,746,386	$	—	$	10,250			$	10,250
Sale of Common Stock under ATM, net of issuance costs	284,338	$	1	$	449	$	—	$	450
Stock issuance upon exercise of stock options	28,715	$	—	$	—	$	—	$	—


Net loss	—	$	—	$	—	$	(10,458)	$	(10,458)
Balance - June 30, 2025	34,020,340	$	4	$	70,909	$	(66,731)	$	4,182


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


	Three and six months ended June 30,
		2025	2024
Stock options (excluding exercisable penny stock options)		8,831,326	5,993,356
Restricted stock units		283,411	283,411
Warrants		5,827,031	5,152,397
Total		14,941,768	11,429,164


(in thousands)	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Employee expenses	$	2,833	$	2,324	$	5,872	$	4,882
Research and Development (excluding employee expenses):
Consulting and professional fees	452		886		868		1,535
Clinical study expenses	7		417		11		658
Product development	647		363		1,356		559
Other*	335		189		638		470
Total Research and development expense	$	1,441	$	1,855	$	2,873	$	3,222
General and administrative expense (excluding employee expenses):
General and administrative expenses	592		757		1,325		1,531
Commercialization readiness expenses	171		154		468		239
Total General and administrative expense	763		911		1,793		1,770
Total operating expenses	$	5,037	$	5,090	$	10,538	$	9,874


	Number of shares	Weighted average exercise price		Weighted average remaining life (years)	Aggregate intrinsic value (in thousands)
Outstanding and exercisable - December 31, 2024	5,152,397	$	4.71	2.34	$	708
Issued	674,638	2.13		—	—
Exercised	—	—		—	—
Expired	—	—		—	—
Outstanding and exercisable – June 30, 2025	5,827,035	$	4.42	2.17	$	—


	Six months ended June 30,
	2025		2024
Weighted-average Black-Scholes option pricing model assumptions:
Volatility	111.06% - 121.54%		125.89% - 128.74%
Expected term (in years)	5.00 - 6.08		6.02 - 7.00
Risk-free rate	3.90% - 4.41%		4.50% - 4.60%
Expected dividend yield	$	0.00	$	0.00
Weighted average grant date fair value per share	$1.38 - $1.99		$1.81 - $2.48


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025		2024
General and administrative
Stock option expense	384,000	602,000	$	591,000	$	1,338,000
RSU expense	120,000	142,000	266,000		283,000
Total general and administrative expense	504,000	744,000	857,000		1,621,000
Research and development
Stock option expense	666,000	287,000	1,413,000		607,000
RSU expense	7,000	9,000	16,000		19,000
Total research and development expense	673,000	296,000	1,429,000		626,000
Total Stock Based Compensation Expense	1,177,000	1,040,000	$	2,286,000	$	2,247,000


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)
10.1						Third Amendment to the HeartBeam, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed July 16, 2025)
31.1*						Certification of Chief Executive Officer 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 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**						Certification 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**						Certification 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.


	HEARTBEAM, Inc.

	By:	/s/ Robert Eno
	Name:	Robert Eno
	Title:	Chief Executive Officer
Dated: August 13, 2025		(Principal Executive Officer)

	By:	/s/ Timothy Cruickshank
	Name:	Timothy Cruickshank
	Title:	Chief Financial Officer
Dated: August 13, 2025		(Principal Financial and Accounting Officer)


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

Outstanding – December 31, 2024	7,386,369	$	2.26	8.36	$	2,627
Options granted	2,008,400	1.69
Options exercised	(60,259)	0.88
Options cancelled	(369,376)	1.54

Outstanding – June 30, 2025	8,965,134	$	2.17	8.28	$	357
Exercisable – June 30, 2025	2,884,652	$	2.10	7.07	$	357


	Six months ended June 30, 2025
	Numbers of Shares	Weighted Average Grant Date Fair value
Non-Vested at beginning of period	283,411	$	2.38
Shares granted	—	—
Shares vested	—	—
Non-vested at the end of period	283,411	$	2.38


	For three months ended June 30								For six months ended June 30
	2025		2024		Change		% Change			2025		2024		Change		% Change
	(In thousands, except percentages)

Operating expenses:
General and administrative	$	1,711	$	2,246	$	(535)	(24)	%		$	3,720	$	4,602	$	(882)	(19)	%
Research and development	3,326		2,844		482		17	%		6,818		5,272		1,546		29	%
Total operating expenses	5,037		5,090		(53)		(1)	%		10,538		9,874		664		7	%

Loss from operations	(5,037)		(5,090)		53		(1)	%		(10,538)		(9,874)		(664)		7	%

Interest income	63		134		(71)		(53)	%		80		312		(232)		(74)	%

Total Other Income	63		134		$	(71)	(53)	%		80		312		$	(232)	(74)	%

Income tax provision	—		—		—		—	%		—		—		—		—	%
Net loss	$	(4,974)	$	(4,956)	$	(18)	—	%		$	(10,458)	$	(9,562)	$	(896)	9	%


	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	3,256	$	2,377

SEC Form 10-Q filed by Heartbeam Inc.