HeartBeam Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (408) 899-4443 Registrant’s Telephone Number, Including Area Code Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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-2of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June 30, 2025, there were 34,020,340 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding, of these, 34,020,340shares were held by non-affiliates of the registrant. The market value of securities held by non-affiliates was $36,371,680 as of June 30, 2025, based on the closingprice of $1.25 for the registrant’s common stock on June 30, 2025. As of March 11, 2026, there was 41,087,871 shares of the registrant’s common stock issued andoutstanding.DOCUMENTS INCORPORATED BY REFERENCE None HEARTBEAM, INC.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Actof 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). In particular, statements contained in this Annual Report on Form 10-K, including but not limited to, statements regardingthe sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities; ourfuture results of operations and financial position, business strategy and plan prospects, or costs and objectives of management forfuture acquisitions, are forward looking statements. These forward looking statements relate to our future plans, objectives,expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”“intends,” “targets,” “projects,” “contemplates,” “believes,” “seeks,” “goals,” “estimates,” “predicts,” “potential” and “continue” orsimilar words. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations andassumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below,under Part II, Item lA. “Risk Factors” and elsewhere in this. Therefore, actual results may differ materially and adversely fromthose expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update anyforward looking statements for any reason. The Company will continue to file annual, quarterly and current reports, proxy statements and other information with the Securitiesand Exchange Commission (the “SEC”). Forward-looking statements speak only as of the dates specified in