Current Report Filing (8-k)
February 02 2023 - 07:39AM
Edgar (US Regulatory)
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2023-02-02 0001779372 us-gaap:CommonStockMember 2023-02-02
2023-02-02 0001779372 us-gaap:WarrantMember 2023-02-02 2023-02-02
iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of
1934
Date
of Report (Date of earliest event reported):
February 2, 2023
HEARTBEAM, INC.
(Exact
name of Registrant as specified in its charter)
Delaware |
|
001-41060 |
|
47-4881450 |
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
2118 Walsh Avenue,
Suite 210
Santa Clara,
CA
95050
(Address
of principal executive offices, including zip code)
(408)
899-4443
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)). |
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 |
Warrant |
|
BEATW |
|
NASDAQ |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
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.
Item
1.01 Entry
into a Material Definitive Agreement.
On
February 1, 2023, HeartBeam, Inc. (the “Company”) entered into a
Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global
Partners, as sales agent (“A.G.P.”), pursuant to which the Company
may offer and sell (the “Offering”), from time to time, at its
option, through or to A.G.P., up to an aggregate of approximately
$13,000,000 of shares of the Company’s common stock, $0.0001 par
value per share (the “Shares”). Any Shares to be offered and sold
under the Sales Agreement will be issued and sold pursuant to the
Company’s Registration Statement on Form S-3 (File No. 333-269520), filed with the Securities
and Exchange Commission (the “SEC”) on February 1, 2023 (the
“Registration Statement”) and the prospectus supplement included
therein, relating to the Offering, by methods deemed to be an “at
the market offering” as defined in Rule 415(a)(4) promulgated under
the Securities Act of 1933, as amended, or if specified by the
Company, by any other method permitted by law.
Subject
to the terms of the Sales Agreement, A.G.P. will use its
commercially reasonable efforts consistent with its normal trading
and sales practices and applicable state and federal laws, rules
and regulations and the rules of The Nasdaq Capital Market to sell
the Shares from time to time, based upon the Company’s instructions
(including any price, time or size limits or other customary
parameters or conditions the Company may impose). The Company
cannot provide any assurances that it will issue any Shares
pursuant to the Sales Agreement. The Company will pay A.G.P. a
commission at a fixed rate of 3.0% of the aggregate gross proceeds
from each sale of the Shares under the Sales Agreement. The Company
will also reimburse A.G.P. for certain expenses incurred in
connection with the Sales Agreement and has agreed to provide
A.G.P. with customary indemnification rights with respect to
certain liabilities, including liabilities under the Securities Act
and the Securities Exchange Act of 1934, as amended.
The
Company currently intends to use any net proceeds from the Offering
for working capital and other general corporate purposes, and any
other purposes that may be stated in any future prospectus
supplement.
The
foregoing description of the Sales Agreement does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Sales Agreement, which is attached as an exhibit to the
Registration Statement and incorporated by reference into this Item
1.01.
This
Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation or sale of the Shares in any state or
country in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or country.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
|
HeartBeam, Inc. |
|
|
|
Date:
February 2, 2023 |
By: |
/s/
Richard Brounstein |
|
Name: |
Richard
Brounstein |
|
Title: |
Chief
Financial Officer |
2
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