Heartbeam, Inc. current report, 20 March 2023

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HeartBeam, Inc. 8-K Summary

Business Context and Reporting Period

HeartBeam, Inc. filed a Current Report on Form 8-K dated March 20, 2023, reporting a Nasdaq continued-listing compliance matter. The filing references stockholders’ equity reported as of December 31, 2022, in the company’s Form 10-K.

Key Financial and Listing Metrics

  • Stockholders’ equity at December 31, 2022: $2.374 million.
  • Nasdaq Listing Rule 5550(b)(1) minimum stockholders’ equity requirement: $2.5 million.
  • Shortfall relative to the requirement: $126,000.
  • The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity figures beyond the reported stockholders’ equity amount.

Material Change Versus the Prior Comparable Period

Nasdaq notified the company on March 20, 2023, that it was not in compliance with the minimum stockholders’ equity requirement. The filing does not provide a prior-period comparison for stockholders’ equity or other financial metrics.

Guidance, Outlook, Risks, and Contingencies

  • The company has 45 calendar days, through May 4, 2023, to submit a plan to regain compliance.
  • If Nasdaq accepts the plan, the company may receive up to 180 calendar days from March 20, 2023, or through September 18, 2023, to demonstrate compliance.
  • Management states that it intends to regain compliance before the applicable deadline, but there is no assurance that Nasdaq will accept the plan or determine that compliance has been restored.
  • The company’s common stock and warrants remain listed and traded on Nasdaq while the matter is pending, subject to other listing requirements.
  • Potential delisting could materially impair access to capital markets, reduce liquidity, pressure the stock price, and make future capital raising more difficult or costly.
  • The Nasdaq notice does not affect the company’s business, operations, or SEC reporting obligations.

Investor Verification Items

  • Verify the company’s subsequent Nasdaq compliance plan, acceptance, and final compliance determination.
  • Monitor whether the company raises capital or takes other actions to increase stockholders’ equity.
  • Review subsequent SEC filings for updated equity, liquidity, financing, and going-concern information.
  • Confirm the continued Nasdaq listing status of the common stock and warrants.