10-K: HeartBeam Advances Cardiac Monitoring Amid Going Concern
Annual Report
HeartBeam, Inc. reports significant progress in its 3D ECG technology with recent FDA clearances and initiates a limited market launch, despite ongoing concerns about its ability to continue as a going concern.
Summary
- HeartBeam is a medical technology company focused on transforming cardiac care through proprietary and patented 3D ECG technology to synthesize 12-Lead (12L) ECGs.
- The HeartBeam System is the first U.S. FDA cleared cable-free, ambulatory 12L ECG for arrhythmia assessment.
- The credit card sized 3D ECG technology received FDA clearance for arrhythmia assessment in December 2024, and the 12-Lead ECG synthesis software received FDA clearance in December 2025.
- The company is initiating a limited market introduction in early 2026, targeting select concierge and preventive cardiology groups.
- HeartBeam did not generate any revenue in 2025 and reported a net loss of $21.015 million, an 8% increase from $19.448 million in 2024.
- As of December 31, 2025, cash and cash equivalents stood at $4.380 million, and management, along with independent auditors, expressed substantial doubt about the company's ability to continue as a going concern.
- The company raised $16.6 million from net proceeds from the sale of common stock in 2025, and approximately $8.1 million was available for issuance under its At-the-Market (ATM) program as of March 11, 2026.
- Bryan Humbarger was hired as Chief Commercial Officer in January 2026 to lead broader commercialization efforts.
- ClearCardio was announced as the first commercial customer on March 4, 2026, with an initial staged rollout and subscription fee per patient.
- The ALIGN-ACS pilot study for heart attack detection enrolled its first patients on March 5, 2026, marking a step towards an expanded FDA indication.
- A strategic AI collaboration with the Icahn School of Medicine at Mount Sinai was established on March 10, 2026, to accelerate personalized cardiac AI development.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this as a company with promising technology and recent regulatory milestones, but significant financial challenges, including a going concern warning and no revenue, temper the positive developments.
Positives
- Received FDA clearance for its credit card sized 3D ECG technology for arrhythmia assessment in December 2024.
- Received FDA clearance for its 12-Lead ECG synthesis software for arrhythmia assessment in December 2025.
- Initiating a limited market introduction in early 2026, with strong proactive interest from select concierge and preventive cardiology groups.
- Hired Bryan Humbarger as Chief Commercial Officer in January 2026, bringing over 25 years of commercial leadership experience to drive growth initiatives.
- Secured ClearCardio as its first commercial customer on March 4, 2026, with plans for broader expansion to thousands of members.
- Enrolled first patients in the ALIGN-ACS pilot study for heart attack detection on March 5, 2026, a key step towards expanding cleared indications.
- Formed a strategic AI collaboration with the Icahn School of Medicine at Mount Sinai on March 10, 2026, to accelerate personalized cardiac AI development.
- Expanded its patent portfolio with eight new patents granted in 2025 and early 2026, strengthening intellectual property protection.
- Developed a working prototype of a novel 12L patch, which has the potential to be a best-in-class offering in an existing multi-billion-dollar market with reimbursement.
Negatives
- Did not generate any revenue in 2025.
- Incurred a net loss of $21.015 million in 2025, an 8% increase from $19.448 million in 2024.
- Management and the independent registered public accounting firm expressed substantial doubt about the company's ability to continue as a going concern.
- Existing cash of $4.380 million as of December 31, 2025, is insufficient to fund operations for the next twelve months.
- Requires additional capital to support business plan and growth, which may not be available on acceptable terms or at all, leading to potential dilution for current stockholders.
- Has a limited operating history, making it difficult for investors to evaluate future prospects and accurately forecast future revenues.
- Cannot predict when first revenues and sustained profitability will be achieved, if ever.
- May never complete the development and commercialization of products currently under development or any new generations of products.
- Business success is dependent upon physicians utilizing and prescribing the solution, which is influenced by reimbursement and education efforts.
- Product defects could lead to recalls, significant costs, negative publicity, and product liability claims.
- Reliance on third-party wireless carriers and cloud-based computational systems poses risks of interruptions, data loss, and adverse effects on business and operating results.
- Operates in a highly competitive medical technology industry with numerous companies having significantly greater financial and marketing resources.
- Unsuccessful clinical trials or procedures relating to products under development could have a material adverse effect on prospects.
- Intellectual property litigation and infringement claims could cause significant expenses or prevent product sales.
- Inability to protect the confidentiality of trade secrets would harm business and competitive position.
- Subject to extensive governmental regulations, and changes could increase costs or delay regulatory approvals.
- Difficulty in obtaining and maintaining adequate third-party reimbursement for products would have a material adverse effect on business.
- Consolidation of commercial payers could result in reduced reimbursement rates or elimination of coverage for mobile cardiac monitoring solutions.
- The price of common stock and warrants may be highly volatile and subject to wide fluctuations.
- Future sales and issuances of common stock or rights to purchase common stock could result in dilution of existing stockholders' percentage ownership.
- Nasdaq Capital Market may delist common stock if the company fails to comply with ongoing listing standards.
- If shares become subject to penny stock rules, it would become more difficult to trade them.
Risks
- Require additional capital to support present business plan and anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.
- Have a limited operating history upon which investors can evaluate our future prospects.
- The current and future expense levels of our business are based largely on estimates of planned operations and future revenues rather than experience.
- Management and our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
- Have no revenues and we cannot predict when we will achieve first revenues and sustained profitability.
- May never complete the development and commercialization of products that we are currently developing and future development of new generations of any of our other proposed products.
- May not meet our product development and commercialization milestones.
- Our business is dependent upon physicians utilizing and prescribing our solution; if we fail to engage physicians to utilize our solution, our revenues may never materialize or may not meet our projections.
- Are subject to extensive governmental regulations relating to the manufacturing, labeling, and marketing of our products.
- If we are not able to both obtain and maintain adequate levels of third-party reimbursement for our products, it would have a material adverse effect on our business.
- May experience difficulty in obtaining reimbursement for our services from commercial payers that consider our technology to be experimental and investigational, which would adversely affect our revenue and operating results.
- Reimbursement by Medicare is highly regulated and subject to change; our failure to comply with applicable regulations could decrease our expected revenue and may subject us to penalties or have an adverse impact on our business.
- Consolidation of commercial payers could result in payers eliminating coverage of mobile cardiac monitoring solutions or reducing reimbursement rates.
- Product defects could adversely affect the results of our operations.
- Interruptions or delays in telecommunications systems or in the data services provided to us by cellular communication providers or the loss of our wireless or data services could impair the delivery of our cardiac monitoring services.
- Interruptions in computing and data management cloud systems could impair the delivery of our cardiac monitoring services.
- Could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.
- The results of our research and development efforts are uncertain and there can be no assurance of the commercial success of our products.
- If we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to pursue our growth strategy.
- Will not be profitable unless we can demonstrate that our products can be manufactured at low prices.
- If we or our suppliers fail to achieve or maintain regulatory approval of manufacturing facilities, our growth could be limited and our business could be harmed.
- Our dependence on a limited number of suppliers may prevent us from delivering our devices on a timely basis.
- Rely significantly on information technology and any failure, inadequacy, or security lapse of that technology, including any cybersecurity incidents, could harm us.
- Cannot provide assurances that in the future there will be no weaknesses in our internal controls and that they will be effectively remediated if any were to occur in the future.
- Maintain our cash at financial institutions, often in balances that exceed federally insured limits.
- Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.
- Escalating global trade tensions, the Russia and Ukraine war, the Israel-Hamas war, the adoption or expansion of tariffs and trade restrictions and economic disruption and uncertainty resulting therefrom could negatively impact us.
- Natural disasters and other events beyond our control could materially adversely affect us.
- Our business and operations, and the operations of our suppliers and customers, have been, and may in the future be adversely affected by epidemics, pandemics or other public health crises such as the COVID-19 pandemic outbreak.
- The industry in which we operate is highly competitive and subject to rapid technological change.
- Face competition from other medical device companies that focus on similar markets.
- Unsuccessful clinical trials or procedures relating to products under development could have a material adverse effect on our prospects.
- Intellectual property litigation and infringement claims could cause us to incur significant expenses or prevent us from selling certain of our products.
- If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
- If we are unable to protect our proprietary rights, or if we infringe on the proprietary rights of others, our competitiveness and business prospects may be materially damaged.
- Enforcement of federal and state laws regarding privacy and security of patient information may adversely affect our business, financial condition or operations.
- May become subject, directly or indirectly, to federal and state health care fraud and abuse laws and regulations and if we are unable to fully comply with such laws, the Company could face substantial penalties.
- May be subject to federal and state false claims laws which impose substantial penalties.
- The price of our Common Stock and Warrants may be subject to wide fluctuations.
- Are an emerging growth company, and any decision on our part to comply with certain reduced disclosure requirements may make our securities less attractive to investors.
- Are a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
- Future sales and issuances of our Common Stock or rights to purchase Common Stock, including pursuant to our equity incentive plans and other equity securities could result in dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
- Nasdaq Capital Market, may delist our Common Stock if we fail to comply with ongoing listing standards.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
- Our need for future financing may result in the issuance of additional securities which will cause investors to experience dilution.
- If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.
- Liability of directors for breach of duty is limited under Delaware law.
- Do not anticipate paying any cash dividends on our Common Stock in the foreseeable future and, as such, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.
Future Outlook
The company plans to expand its cleared indications to include heart attack detection, supported by compelling proof-of-concept data. It is making significant advancements with an on-demand 12L ECG extended wear patch monitor, having developed a working prototype. As adoption grows, the company aims to build AI-based screening and prediction algorithms from longitudinal ECG data. A limited market introduction of the HeartBeam System is planned for early 2026, targeting select concierge and preventive cardiology groups, with a strategy to validate real-world performance and establish reference sites for broader commercialization.
Management Comments
- "We believe our Products and services will benefit many stakeholders, including patients, healthcare providers, and healthcare payers, and will also address the rapidly growing field of ambulatory cardiac monitoring."
- "We believe that we are uniquely positioned to play a central role in high-risk Coronary Artery Disease (CAD) monitoring, given positive, proof-of-concept data from the initial feasibility studies that demonstrated comparable performance of the HeartBeam System and the standard 12L ECG in ischemia detection."
- "We intend to strike a balance of managing our headcount in line with cash resources, while also, at the appropriate time, hiring or engaging additional full-time professionals, employees, and/or consultants in alignment with our growth strategy."
- "We believe that a few well-placed resources will help provide the data points required to effectively invest into a broader launch using a scalable model that will lead to profitable growth."
- "We believe our technology will address this problem by providing convenient, cost-effective cardiac monitoring solutions through our two form factors and our evolving software."
- "We believe this is the first patient-friendly, portable device of its kind to be cleared by the FDA, and our two FDA clearances are major milestones for the Company."
- "Management believes the continued achievement of these milestones will provide the Company the ability to raise additional capital."
Industry Context
StockSavvy.ai notes that HeartBeam operates in a rapidly expanding Connected Medical Device Market, estimated at $66 billion in 2024 and projected to reach $133 billion by 2029 (15% CAGR). The broader cardiac monitoring technologies market is expected to reach approximately $18 billion by 2030 (8% CAGR). HeartBeam's focus on portable, high-fidelity 12L ECG solutions addresses a critical gap in ambulatory cardiac monitoring, where existing consumer devices (e.g., Apple Watch, AliveCor, Google Pixel, Samsung Galaxy Watch) are primarily single-lead for arrhythmia detection, and prescribed devices for ischemia detection (e.g., AngelMed Guardian, SHL Telemedicine Smartheart) are either invasive or less practical for continuous patient use. HeartBeam's planned 12L equivalent patch aims to fill a diagnostic gap left by current patch monitors (e.g., iRhythm Zio, Boston Scientific BodyGuardian, BioTelemetry/Philips MCOT) which are limited to single or 3-lead configurations for arrhythmia detection.
Comparison to Industry Standards
- HeartBeam's credit card-sized 3D ECG device offers a synthesized 12L ECG, providing diagnostic depth comparable to the 'gold standard' 12L ECG machines typically found in healthcare settings, unlike single-lead or 6-lead consumer devices (e.g., Apple Watch, AliveCor KardiaMobile, Google Pixel Watch, Samsung Galaxy Watch) which are limited to arrhythmia detection.
- The HeartBeam System is presented as a viable, non-implantable alternative to devices like Avertix Medical's AngelMed Guardian, which is an implantable cardiac monitor for high-risk MI patients.
- Compared to SHL Telemedicine's Smartheart Pro, which is a larger, more complex 12L ECG requiring an electrode belt and moistening, HeartBeam's credit card-sized device offers superior portability and ease-of-use for at-home or on-the-go symptom assessment.
- HeartBeam's planned 12L ECG extended wear patch monitor aims to offer significant diagnostic advantages over existing single-lead or 3-lead patch products from competitors like iRhythm Technologies (Zio XT/AT), Boston Scientific (BodyGuardian), and BioTelemetry/Philips (MCOT/ePatch), which are primarily limited to arrhythmia detection and lack the comprehensive diagnostic depth for complex ischemic conditions.
- The VALID-ECG pivotal study showed a 93.4% overall diagnostic agreement between HeartBeam's synthesized 12L ECG and a standard 12L ECG for arrhythmia detection.
- A landmark clinical study published in JACC: Advances demonstrated HeartBeam technology detects coronary occlusion with the same accuracy as a standard 12L ECG, with automated analysis showing similar performance to 12L ECG signals. The study also noted human interpretation of 12L ECGs had significant intraand inter-observer variability, which is absent in automated readings.
- The inclusion of a normal baseline recording, a novel feature of HeartBeam's 3D ECG technology, dramatically improved diagnostic performance (Area Under the Curve from 0.72 to 0.95), potentially outperforming traditional 12L ECG interpretation without baseline access.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Commercial Officer | NA | Bryan Humbarger | January 2026 | New hire to lead the company's broader commercialization strategy across key growth initiatives. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Committee Formation | The Board formed a Commercialization Committee in December 2023 to support the strategy development and implementation of all defined areas of commercialization. | December 2023 | Enhances strategic oversight of product commercialization and market entry, providing dedicated focus on growth initiatives. |
| Equity Incentive Plan Amendment | The 2022 Equity Incentive Plan was amended at the July 11, 2025, Annual Stockholders meeting to increase the number of authorized shares to 11,900,000 shares. | July 11, 2025 | Allows for more equity awards to attract and retain personnel, but also increases the potential for future dilution of existing stockholders. |
| Executive Compensation Policy | An Equity Compensation Program was instituted in 2025, temporarily paying a portion of the annual base salary for certain Named Executive Officers (NEOs) in the form of equity grants in lieu of cash compensation for six months from July 1, 2025. | July 1, 2025 | Conserves cash resources for the company but increases equity-based compensation and potential dilution for executives. |
| Director Compensation Policy | An Equity Compensation Program was instituted in 2025, temporarily paying 100% of the annual cash compensation for non-employee members of the board of directors in the form of equity grants in lieu of cash compensation for six months from July 1, 2025. | July 1, 2025 | Conserves cash resources for the company but increases equity-based compensation and potential dilution for directors. |
Legal Proceedings
- There are no material actions, suits, proceedings, inquiries, or investigations pending or threatened against the company or its officers/directors.
Related Party Transactions
- No material related party transactions exceeding $120,000 or one percent of the company's average total assets were disclosed for the fiscal year 2025.
Stakeholder Impact
- Shareholders face potential dilution from future capital raises and a high risk of investment loss due to the company's going concern status, though there is long-term potential if commercialization is successful.
- Employees, including the newly hired Chief Commercial Officer, benefit from growth in headcount and equity compensation programs, but face uncertainty if capital is not secured.
- Customers (healthcare providers and patients) stand to gain access to innovative, portable 12L ECG technology for arrhythmia and potential heart attack detection, offering improved convenience and peace of mind.
- Suppliers face risks of delays or interruptions due to the company's dependence on a limited number of component providers.
- Creditors are exposed to increased risk given the company's expressed substantial doubt about its ability to continue as a going concern.
Next Steps
- Initiate a limited market introduction of the HeartBeam System in early 2026, focusing on select concierge and preventive cardiology groups.
- Validate real-world performance and establish reference sites for broader commercialization.
- Pursue an expansion of cleared indications through a heart attack detection indication, supported by compelling proof-of-concept data.
- Continue advancements with an on-demand 12L ECG extended wear monitor, with a working prototype already developed.
- Build AI-based screening and prediction algorithms from longitudinal data as adoption grows.
- Negotiate and execute a definitive agreement with ClearCardio following the initial Letter of Intent.
- Continue enrollment in the ALIGN-ACS pilot study for heart attack detection.
- Accelerate development of personalized cardiac AI on the HeartBeam platform through collaboration with Mount Sinai.
- Seek additional funding through debt and equity offerings or collaborative arrangements to meet future liquidity and capital requirements.
- Develop new clinical studies and publish results of completed clinical studies to establish clinical evidence and cost-effectiveness.
- Establish a small, direct sales network for initial target markets.
- Progressively increase value proposition by gradually adding additional functionality to monitoring solutions and driving down costs through increasing scale and automation.
- Train AI algorithms with rich longitudinal data sets from patients for potential predictive capabilities regarding different heart conditions.
Key Dates
| Date | Description |
|---|---|
| August 12, 2015 | HeartBeam, Inc. 2015 Equity Incentive Plan (2015 Plan) adopted. |
| September 10, 2021 | Employment agreement entered into with Dr. Vajdic as Chief Executive Officer. |
| November 12, 2021 | Mr. Eno was awarded 9,000 options. |
| June 15, 2022 | 2015 Plan terminated and 2022 Equity Incentive Plan (2022 Plan) approved by shareholders. |
| August 2, 2022 | Employment agreement entered into with Mr. Persen as Chief Technology Officer. |
| January 18, 2023 | Employment agreement entered into with Mr. Eno as President. |
| March 21, 2023 | Mr. Persen was awarded 60,000 options. |
| May 2, 2023 | Company entered into a Sales Agreement (ATM) with Public Ventures, LLC. |
| August 2023 | Landmark clinical study on the company's technology published in JACC: Advances. |
| December 2023 | Board formed a Commercialization Committee. |
| January 11, 2024 | Previous month-to-month lease for headquarters terminated. |
| February 1, 2024 | New 3-year lease for headquarters commenced in the company's name. |
| April 2024 | Earlier AI data presentations made at the European Heart Rhythm Society. |
| May 2024 | Earlier AI data presentations made at the Heart Rhythm Society. |
| August 27, 2024 | Employment agreement entered into with Mr. Cruickshank as Chief Financial Officer. |
| October 17, 2024 | Robert Eno appointed Chief Executive Officer; Branislav Vajdic appointed President. |
| December 2024 | HeartBeam's credit card sized 3D ECG technology received FDA clearance for arrhythmia assessment. |
| February 14, 2025 | Public offering closed, raising $10.0 million in gross proceeds from 5,882,353 shares. |
| February 25, 2025 | Public Ventures, LLC exercised over-allotment option for additional 864,033 shares, raising $1.5 million gross proceeds. |
| April 2025 | Results of the VALID-ECG pivotal study presented at the Heart Rhythm Society conference. |
| July 11, 2025 | 2022 Equity Incentive Plan amended to increase authorized shares to 11,900,000 at the Annual Stockholders meeting. |
| August 12, 2025 | Company entered into an agreement with an independent contractor for development and enhancement of the HeartBeam 12-lead ECG patch. |
| September 2025 | Results demonstrating AI performance in atrial fibrillation, atrial flutter, and sinus rhythm classification presented at HRX. |
| September 30, 2025 | Compensation Committee resolved to reduce annual base salary for certain NEOs by 20% for six months, paid in equity; Board resolved to reduce annual cash compensation for non-employee directors by 100% for six months, paid in equity. |
| December 2025 | 12-Lead ECG synthesis software received FDA clearance for arrhythmia assessment; Company signed first amendment to headquarters lease, extending it for an additional 2 years. |
| December 31, 2025 | Fiscal year ended; 16 full-time employees; cash and cash equivalents of $4.380 million. |
| January 2026 | Bryan Humbarger hired as Chief Commercial Officer, bringing total headcount to 17 employees. |
| Early 2026 | Initiating a limited market introduction of the HeartBeam System. |
| March 4, 2026 | Announced ClearCardio as its first commercial customer. |
| March 5, 2026 | Enrolled the first patients in the ALIGN-ACS pilot study for heart attack detection. |
| March 10, 2026 | Entered into strategic AI collaboration with the Icahn School of Medicine at Mount Sinai. |
| March 11, 2026 | 41,087,871 shares of common stock issued and outstanding; approximately $8.1 million available for issuance under the ATM program. |
| January 2028 | Headquarters lease is set to expire. |
Recommendation
sellDespite significant progress in product development, including multiple FDA clearances and the initiation of a limited commercial launch, the company faces severe financial distress. The explicit 'going concern' warning from both management and independent auditors, coupled with zero revenue in 2025 and an increasing net loss, indicates a high probability of further dilution or potential failure if additional capital cannot be secured on favorable terms. The inherent risks associated with early-stage medical technology commercialization, regulatory hurdles, and intense competition further compound these financial vulnerabilities, making it a high-risk investment.
Keywords
Cardiac Monitoring, ECG, Electrocardiogram, Medical Technology, FDA Clearance, Arrhythmia Assessment, Heart Attack Detection, Wearable Devices, AI in Healthcare, Digital Health, MedTech, Cardiology, Telemedicine, HeartBeam System, 12-Lead ECG, Going Concern, NASDAQ, Patent Portfolio, Commercialization, Clinical Trials
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