UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
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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).
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Explanatory Note
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation Agreement and Release
In connection with Mr. Eno’s departure, the Company and Mr. Eno entered into a Separation Agreement and Release (the “Separation Agreement”) and an Advisory Agreement (the “Advisory Agreement”) on July 30, 2026. The Separation Agreement provides that, in exchange for, among other things, Mr. Eno’s execution of a release of claims in favor of the Company and its affiliates and his continued compliance with restrictive covenants, Mr. Eno will receive (i) a lump sum cash payment of $300,000 (reflecting nine (9) months of Mr. Eno’s base salary); (ii) the opportunity to serve as a non-employee advisor to the Company pursuant to the terms of the Advisory Agreement; (iii) an extension of the post-termination exercise period for each of Mr. Eno’s outstanding stock options until the earlier of (x) December 31, 2027,or (y) the expiration of the stated maximum term of the applicable stock option; (iv) a full acceleration in vesting of all outstanding stock options and restricted stock unit awards Mr. Eno holds , subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan; and (v) up to nine months of COBRA premium reimbursement. The Advisory Agreement provides that Mr. Eno will receive a one-time advisory retainer fee of $1,000 for his service as an advisor to the Company.
The foregoing is a summary of the material terms of the Separation Agreement and Advisory Agreement and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Amendment.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Separation Agreement and Release, by and between Robert P. Eno and HeartBeam, Inc., dated July 30, 2026 | |
| 10.2 | Advisory Agreement, by and between Robert P. Eno and HeartBeam, Inc., dated July 30, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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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 5, 2026 | By: | /s/ Branislav Vajdic |
| Name: | Branislav Vajdic | |
| Title: | President | |
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