HeartBeam Inc美股招股说明书(2026-04-14版)

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell thesecurities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated April 14, 2026 Prospectus Supplement(to Prospectus dated March 17, 2026) HEARTBEAM, INC. Shares of Common Stock We are offering [●] shares of our common stock, par value $0.0001 per share, (the “Common Stock”) at an offering price of $[●]pursuant to this prospectus supplement and the accompanying base prospectus. This offering is being underwritten on a firmcommitment basis. We are also offering to each purchaser of shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99%of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase pre-fundedwarrants (the “Pre-Funded Warrants”) in lieu of shares of Common Stock. Subject to limited exceptions, a holder of Pre-FundedWarrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, wouldbeneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number ofshares of Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant is exercisable for oneshare of our Common Stock. The purchase price of each Pre-Funded Warrant is equal to the price at which a share of Common Stockis sold in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-FundedWarrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.The Pre-Funded Warrants and the shares of Common Stock issuable upon the exercise thereof are being registered on the registrationstatement of which this prospectus supplement is a part. Our Common Stock and warrants are listed on The Nasdaq Capital Market under the symbol “BEAT” and “BEATW”, respectively. On[*] 2026, the last reported sale price of our Common Stock on The Nasdaq Capital Market was [*] per share. There is no establishedtrading market for the Pre-Funded Warrants, and we do not expect a trading market to develop. We do not intend to list the Pre-FundedWarrants on any securities exchange or nationally recognized trading system. Without a trading market, the liquidity of the Pre-FundedWarrants will be extremely limited. (1)We have agreed to reimburse the underwriters for certain expenses. See “Underwriting” on page S-26 of this prospectussupplement for additional disclosures regarding underwriting compensation and estimated offering expenses. We have granted the underwriter an over-allotment option. This option, which is exercisable from time to time, for up to 30 days afterthe date of this prospectus supplement, permits the underwriter to purchase up to an aggregate of [●] additional shares of commonstock. The purchase price to be paid per additional share of common stock shall be equal to the public offering price of one share ofcommon stock equal to $[●], less the underwriting discount. Investing in our securities involves a high degree of risk, including that the trading price of our Common Stock has beensubject to volatility. See “Risk Factors” beginning on page S-19 of this prospectus supplement, page 7 of the accompanyingbase prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement andthe accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the securities against payment on or about [●], 2026. The date of this prospectus supplement is April [●], 2026 Sole Bookrunner Titan Partners TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1OFFERING SUMMARYS-17RISK FACTORSS-19SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-21USE OF PROCEEDSS-22MARKET PRICE OF OUR COMMON STOCKS-22DIVIDEND POLICYS-22CAPITALIZATIONS-22DILUTIONS-23DESCRIPTION OF SECURITIES WE ARE OFFERINGS-24UNDERWRITINGS-26LEGAL MATTERSS-32EXPERTSS-32INCORPORATION BY REFERENCES-33 Prospectus ABOUT THIS PROSPECTUSiiTHE COMPANY1RISK FACTORS7SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS7USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF WARRANTS16DESCRIPTION OF RIGHTS17DESCRIPTION OF UNITS17PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS20WHERE YOU CAN FIND MORE INFORMATION20INCORPORATION