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): June 15, 2022
 
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 June 15, 2022, HeartBeam, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) virtually, via live webcast.

As of the close of business on April 20, 2022, the record date for the Annual Meeting (the “Record Date”), 7,965,099 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 4,982,146 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 62.55% 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 five nominees for director were elected to serve a one-year term as follows:

Director
Votes For
Votes Against
Abstain
Broker Non-Vote
Richard Ferrari
4,375,708
33,763
0
572,675
Branislav Vajdic, PhD
4,395,874
13,597
0
572,675
George A. de Urioste
4,300,105
13,597
95,769
572,675
Marga Ortigas-Wedekind
4,284,566
29,136
95,769
572,675
Willem Elfrink
4,380,304
29,151
16
572,675

2. The proposal to ratify the appointment of Friedman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved as follows:

Votes For
Votes Against
Broker Non-Votes
Votes Abstained
4,920,198
12,742
0
49,206

3. The proposal to approve our 2022 Equity Incentive Plan:

Votes For
Votes Against
Broker Non-Votes
Votes Abstained
4,125,267
147,122
572,675
137,082

(d) Exhibits.
 
Exhibit
Number
 Description
10.1 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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: June 16, 2022By:/s/ Richard Brounstein
 Name:Richard Brounstein
 Title:Chief Financial Officer