S-1/A 1 fs12023a2_heartbeam.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 17, 2023.

Registration Statement No. 333-269717

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

AMENDMENT NO. 2
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

HEARTBEAM, INC.
(Exact name of Registrant as specified in its charter)

____________________

Delaware		541714		47-4881450
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

____________________

2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
Telephone: 408-899-4443
(Address and telephone number of principal executive offices)

____________________

Branislav Vajdic
Chief Executive Officer
HeartBeam, Inc.
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
Telephone: 408-899-4443
(Name, address and telephone number of agent for service)

____________________

Copies to:

Joseph M. Lucosky, Esq.
Soyoung Lee, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830
(732) 395-4400

Andrew D. Hudders, Esq,

Carl Vandemark, Esq.

Golenbock Eiseman Assor Bell & Peskoe, LLP

711 Third Avenue — 17th Floor

New York, New York 10017

(212) 907-7300

____________________

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

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 7(a)(2)(B) of the Securities Act ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

	Per Share		Total
Public offering price	$	1.50	$	24,999,999
Placement Agent fees	$	0.09525	$	1,587,500
Proceeds to HeartBeam, Inc. before expenses	$	1.40475	$	23,412,499

		Page No.
PROSPECTUS SUMMARY		1
RISK FACTORS		15
USE OF PROCEEDS		22
DILUTION		23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		24
PLAN OF DISTRIBUTION		25
DESCRIPTION OF SECURITIES		29
LEGAL MATTERS		31
EXPERTS		31
WHERE YOU CAN FIND MORE INFORMATION		31
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		32

Securities offered by us		Up to 16,666,666 shares of Common Stock at $1.50 per share on a commercially reasonable best efforts basis.
Shares of Common Stock outstanding before this offering(1)		8,009,743 shares.
Shares of Common Stock to be outstanding after this offering(1)		24,676,409 shares.
Use of Proceeds		We estimate that the net proceeds from this offering will be approximately $23.2 million, if the full amount of the offering is sold, after deducting the placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds from this offering general working capital and other corporate purposes. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.
Placement Agent’s Warrant		The registration statement of which this prospectus is a part also registers warrants (the “Placement Agent’s Warrants”) to purchase up to shares of Common Stock (10% of the number of Common Stock sold in this offering) to be issued to the placement agent or its designees, as a portion of its compensation payable in connection with this offering, including Public Ventures’ and its affiliates’ purchase amount in this offering, as well as the Common Stock issuable upon the exercise of the Placement Agent’s Warrants. Please see “Plan of Distribution — Placement Agent’s Warrants” for a description of these warrants.
Dividend Policy		We have never declared any cash dividends on its Common Stock. We currently intend to use all available funds and any future earnings for use in financing the growth of its business and does not anticipate paying any cash dividends for the foreseeable future.
Risk Factors		You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 15 of this prospectus before deciding whether or not to invest in our Common Stock.
_________ (1) The number of shares of Common Stock outstanding is based on shares of Common Stock issued and outstanding as of December 31, 2022 and excludes the following: • 2,196,798 shares of Common Stock issuable upon the exercise of outstanding stock options having a weighted average exercise price of $1.76 per share; • 253,970 shares of Common Stock issuable upon vesting of RSUs; • 3,908,276 shares of Common Stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $5.42 per share; • 747,364 shares of Common Stock reserved for future issuance under the Company’s 2022 Equity Incentive Plan (the “2022 Equity Plan”); Except as otherwise indicated herein, all information in this prospectus reflects or assumes: • no exercise of the outstanding options described above; • excludes shares of Common Stock underlying the Placement Agent Warrants to be issued to the placement agent in connection with this offering.

Assumed public offering price per share	$	1.50
Historical net tangible book value per share as of December 31, 2022	$	0.30
Increase in net tangible book value per share attributable to this offering	$	0.73
As adjusted net tangible book value per share after giving effect to this offering	$	1.03
Dilution per share to new investors in this offering	$	0.47

Name	Shares Beneficially Owned	%
Richard Ferrari(1)	180,294	2.16	%
Branislav Vajdic. PhD(2)	1,066,057	12.72	%
George A. de Urioste(3)	19,255	*
Marga Ortigas-Wedekind(4)	57,737	*
Willem Pieter Elfrink(5)	394.330	4.75	%
Richard Brounstein(6)	153,774	1.86	%
Robert Eno(7)	35,202	*
Kenneth Persen(8)	—	—	%
All directors and executive officers as a group (8 persons)	1,906,649	21.88	%

Bosko Bojovic(9) Alekse Nenadovica, 18 11000 Belgrade Serbia	517,272	6.29	%

Placement Agent Cash Fee per share of Common Stock		$	0.09525
Total Cash Fees to be Paid to Placement Agent		$	1,587,500

	Amount to be paid
SEC registration fee	$	3,100
FINRA filing fee	$	15,500
Accounting fees and expenses	$	65,000
Legal fees and expenses	$	110,000
Printing and engraving expenses	$	25,000
Miscellaneous	$	31,400
Total	$	250,000

Exhibit Number		Incorporated by Reference		Filed or Furnished
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
1.1*	Form of Placement Agent Agreement
3.1	Articles of Incorporation filed with the State of Delaware on June 11, 2015.	S-1	3.1	09/07/2021
3.2	Bylaws	S-1	3.2	09/07/2021
3.3	Amendment to Articles of Incorporation filed with the State of Delaware on September 27, 2021.	S-1/A	3.3	10/04/2021
3.4	Second Amended and Restated Articles of Incorporation dated November 15, 2022.	8-K	3.1	11/17/2022
4.13*	Form of Placement Agent’s Warrant
5.1**	Opinion of Lucosky Brookman LLP
10.1	Employment Agreement with Branislav Vajdic	S-1/A	10.1	10/04/2021
10.2	Employment Agreement with Richard Brounstein	S-1/A	10.2	10/04/2021
10.3	Employment Agreement with Jon Hunt	S-1/A	10.3	10/04/2021
10.4	Employment Agreement with Ken Persen, dated August 2, 2022	8-K	10.2	08/08/2022
10.5	Employment Agreement with Robert Eno, dated January 16, 2023	8-K	10.02	01/24/2023
10.6	Supplemental Agreement between HeartBeam, Inc. and LIVMOR, Inc. dated August 2, 2022	8-K	10.1	08/08/2022
10.7	2022 Equity Incentive Plan	8-K	10.1	06/16/2022
10.8	Form of Professional Services Agreement between Triple Ring and HeartBeam, Inc. dated March 7, 2022	8-K	10.1	03/10/2022
10.9	Stock Purchase Agreement, dated February 18, 2022 by and between HeartBeam, Inc. and the Purchaser with the Form of Warrant	8-K	10.1	02/22/2022
10.10	Partnership Agreement between HeartBeam, Inc. and LIVMOR, Inc. dated January 31, 2022	8-K	10.1	02/02/2022
10.11	Sales Agreement by and between HeartBeam, Inc. and A.G.P./Alliance Global Partners, dated February 1, 2023.	8-K	10.1	02/01/2023
10.12	Securities Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors	8-K	10.1	03/03/2023
10.13	Note Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors	8-K	10.2	03/03/2023
10.14	First Amendment to Securities Purchase Agreement dated March 7, 2023 to the Securities Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors	8-K	10.1	03/09/2023
10.15	First Amendment to Note Purchase Agreement dated March 7, 2023 to the Securities Purchase Agreement dated February 28, 2023 between HeartBeam Inc. and Investors	8-K	10.2	03/09/2023
10.16**	Form of Subscription Agreement for the offering
10.17**	Form of Escrow Agreement for the offering
23.1*	Consent of Marcum LLP
23.2*	Consent of Friedman LLP
23.3**	Consent of Lucosky Brookman LLP (included as Exhibit 5.1)
24**	Power of Attorney (included in the signature page of this Registration Statement)
107**	Filing Fee Table

		HEARTBEAM, INC.
		By:		/s/ Branislav Vajdic
		Name:		Branislav Vajdic
		Title:		Chief Executive Officer

Signature	Title	Date
/s/ Branislav Vajdic	Chief Executive Officer and Director	April 17, 2023
Branislav Vajdic	(Principal Executive Officer)
/s/ *	Chief Financial Officer	April 17, 2023
Richard Brounstein	(Principal Financial and Accounting Officer)
/s/ *	Executive Chairman of the Board of Directors	April 17, 2023
Richard Ferrari
/s/ *	Director	April 17, 2023
George deUrioste
/s/ *	Director	April 17, 2023
Marga Ortigas-Wedekind
/s/ *	Director	April 17, 2023
Willem Elfrink

SEC Form S-1/A filed by Heartbeam Inc. (Amendment)