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): July 31, 2026
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 5.07 Submission of Matters to a Vote of Security Holders
On July 31, 2026, HeartBeam, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) virtually, via live webcast.
As of the close of business on June 5, 2026, the record date for the Annual Meeting (the “Record Date”), 55,506,835 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) were outstanding and entitled to vote. At the Annual Meeting, a total of 29,050,272 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 52.34% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.
1. The seven nominees for director were elected to serve a one-year term as follows:
| Director | Votes For | Votes Against | Abstain | Broker Non-Vote | ||||
| Richard Ferrari | 10,429,353 | 1,297,635 | 89,264 | 17,234,020 | ||||
| Branislav Vajdic, PhD | 10,867,830 | 861,433 | 86,989 | 17,234,020 | ||||
| George A. de Urioste | 10,579,015 | 1,044,127 | 193,110 | 17,234,020 | ||||
| Marga Ortigas-Wedekind | 10,552,293 | 1,163,639 | 100,320 | 17,234,020 | ||||
| Willem Elfrink | 10,439,928 | 1,286,668 | 89,656 | 17,234,020 | ||||
| Kenneth Nelson | 10,762,731 | 964,258 | 89,263 | 17,234,020 | ||||
| Michael Jaff | 10,760,673 | 1,017,128 | 38,451 | 17,234,020 |
2. The proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||
| 28,612,850 | 173,008 | 0 | 264,414 |
3. The proposal to amend the 2022 Equity Incentive Plan to increase the number of authorized shares by 3,000,000 shares was not approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||
| 3,957,529 | 7,816,794 | 17,234,020 | 41,929 |
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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: August 3, 2026 | /s/ Timothy Cruickshank | |
| Name: | Timothy Cruickshank | |
| Title: | Chief Financial Officer | |
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