HeartBeam (BEAT) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 09, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-41060
Entity Registrant Name	HEARTBEAM, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-4881450
Entity Address, Address Line One	2118 Walsh Avenue
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95050
City Area Code	408
Local Phone Number	899-4443
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,004,620
Entity Central Index Key	0001779372
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	BEAT
Security Exchange Name	NASDAQ
Redeemable Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	BEATW
Security Exchange Name	NASDAQ

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 6,549	$ 13,192
Prepaid expenses and other assets	123	806
Total Assets	6,672	13,998
Current Liabilities:
Accounts payable and accrued expenses (includes related party $1 for each period respectively)	932	588
Total Liabilities	932	588
Commitments (Note 7)
Stockholders’ Equity
Common stock - $0.0001 par value; 20,000,000 shares authorized; 8,000,870 and 7,809,912 shares issued and outstanding at September 30, 2022 and December 31, 2021	1	1
Additional paid in capital	24,213	22,633
Accumulated deficit	(18,474)	(9,224)
Total Stockholders’ Equity	5,740	13,410
Total Liabilities and Stockholders’ Equity	$ 6,672	$ 13,998

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Due to related party	$ 1	$ 1
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	8,000,870	7,809,912
Common stock, shares outstanding (in shares)	8,000,870	7,809,912

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating Expenses:
General and administrative	$ 2,048	$ 341	$ 5,256	$ 785
Research and development	1,562	105	4,036	159
Total operating expenses	3,610	446	9,292	944
Loss from operations	(3,610)	(446)	(9,292)	(944)
Other Income (Expense)
Interest income (expense)	28	(742)	39	(1,421)
Other income	3	0	3	22
Total other income (expense)	31	(742)	42	(1,399)
Loss before provision for income taxes	(3,579)	(1,188)	(9,250)	(2,343)
Income tax provision	0	0	0	0
Net Loss	$ (3,579)	$ (1,188)	$ (9,250)	$ (2,343)
Net loss per share, basic (in dollars per share)	$ (0.44)	$ (0.32)	$ (1.14)	$ (0.63)
Net loss per share, diluted (in dollars per share)	$ (0.44)	$ (0.32)	$ (1.14)	$ (0.63)
Weighted average common shares outstanding, basic (in shares)	8,147,024	3,720,880	8,107,359	3,706,001
Weighted average common shares outstanding, diluted (in shares)	8,147,024	3,720,880	8,107,359	3,706,001

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		3,527,850
Beginning balance at Dec. 31, 2020	$ (4,785)	$ 0	$ 11	$ (4,796)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation, expense	85		85
Stock issuance upon vesting and exercise of stock options (in shares)		27,461
Debt discount, share settled debt	1,856		1,856
Net loss	(2,343)			(2,343)
Ending balance (in shares) at Sep. 30, 2021		3,555,311
Ending balance at Sep. 30, 2021	(5,187)	$ 0	1,952	(7,139)
Beginning balance (in shares) at Jun. 30, 2021		3,547,168
Beginning balance at Jun. 30, 2021	(4,264)	$ 0	1,687	(5,951)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation, expense	53		53
Stock issuance upon vesting and exercise of stock options (in shares)		8,143
Debt discount, share settled debt	212		212
Net loss	(1,188)			(1,188)
Ending balance (in shares) at Sep. 30, 2021		3,555,311
Ending balance at Sep. 30, 2021	(5,187)	$ 0	1,952	(7,139)
Beginning balance (in shares) at Dec. 31, 2021		7,809,912
Beginning balance at Dec. 31, 2021	13,410	$ 1	22,633	(9,224)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation, expense	774		774
Sale of Common Stock and Warrants (in shares)		136,025
Sale of Common Stock and Warrants	$ 804		804
Stock issuance upon vesting and exercise of stock options (in shares)	33,683	33,683
Stock issuance upon vesting and exercise of stock options	$ 2		2
Stock issuance upon vesting of restricted stock awards (in shares)		21,250
Net loss	(9,250)			(9,250)
Ending balance (in shares) at Sep. 30, 2022		8,000,870
Ending balance at Sep. 30, 2022	5,740	$ 1	24,213	(18,474)
Beginning balance (in shares) at Jun. 30, 2022		7,982,008
Beginning balance at Jun. 30, 2022	8,968	$ 1	23,862	(14,895)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation, expense	351		351
Stock issuance upon vesting and exercise of stock options (in shares)		5,112
Stock issuance upon vesting of restricted stock awards (in shares)		13,750
Net loss	(3,579)			(3,579)
Ending balance (in shares) at Sep. 30, 2022		8,000,870
Ending balance at Sep. 30, 2022	$ 5,740	$ 1	$ 24,213	$ (18,474)

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows From Operating Activities
Net loss	$ (9,250)	$ (2,343)
Adjustments to reconcile net loss to net cash used in operating activities
Accretion expense, convertible notes	0	1,187
Non-cash interest expense	0	233
Stock-based compensation expense	774	85
PPP loan forgiveness	0	(22)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	683	(139)
Accounts payable and accrued expenses	800	210
Net cash used in operating activities	(6,993)	(789)
Cash Flows From Financing Activities
Proceeds from sale of equity	348	0
Proceeds from exercise of stock options	2	0
Proceeds from issuance of convertible notes	0	1,560
Net cash provided by financing activities	350	1,560
Net (decrease) increase in cash	(6,643)	771
Cash and Cash Equivalents – Beginning of period	13,192	24
Cash and Cash Equivalents – Ending of period	6,549	795
Supplemental Disclosures of Cash Flow Information:
Taxes paid	0	0
Supplemental Disclosures of Non-cash Financing Activities:
Issuance of common stock and warrants to settle accrued expenses	456	0
Conversion of short-term notes to convertible notes	$ 0	$ 1,856

ORGANIZATION AND OPERATIONS

ORGANIZATION AND OPERATIONS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND OPERATIONS	ORGANIZATION AND OPERATIONS HeartBeam, Inc. (“HeartBeam” or “Company”) is a development-stage company specializing in cardiovascular diagnostic technology. The Company was incorporated in 2015 as a Delaware corporation. The Company’s operations are based in Santa Clara, California, and it operates in one segment. HeartBeam’s initial focus is on timely diagnosis of a heart attack. The Company’s technology provides physicians with complete cardiac diagn ostic information for a patient that is outside of a medical institution. The Electrocardiogram (“ECG”) collection device is the size of a credit card. The device sends ECG signals to the patient's smartphone and on to a cloud-based software expert system. Results of the cloud-based analysis are presented to a qualified health care professional for immediate action including, if necessary, a telehealth visit. The Company has validated this novel technology in three clinical studies and is seeking U.S. Food and Drug Administration (“FDA”) clearance. On August 15, 2022, HeartBeam AIMI was submitted to the FDA for review and the Company is in the process of preparing a 510(K) submission for AIMIGo. On September 27, 2021, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-2.75 reverse stock split of its outstanding shares of common stock. As a result of the reverse stock split, every 2.75 shares of the Company’s outstanding pre-reverse split common stock were combined and reclassified into one share of common stock. Unless otherwise noted, all share and per share data included in these condensed unaudited financial statements retroactively reflect the 1-for-2.75 reverse stock split.

LIQUIDITY, GOING CONCERN AND OT

LIQUIDITY, GOING CONCERN AND OTHER UNCERTAINTIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
LIQUIDITY, GOING CONCERN AND OTHER UNCERTAINTIES	LIQUIDITY, GOING CONCERN AND OTHER UNCERTAINTIES The Company is subject to a number of risks similar to those of early stage companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the potential need to obtain additional capital, competition from larger companies, other technology companies and other technologies. The Company has incurred losses each year since inception and has experienced negative cash flows from operations in each year since inception. As of September 30, 2022 and December 31, 2021, the Company had an accumulated deficit of approximately $18,474,000 and $9,224,000, respectively. Based on current business plan assumptions and the expected cash burn rate, the Company believes that the existing cash is insufficient to fund operations for the next twelve months following the issuance of these condensed unaudited financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships and revenue. Revenue is expected following FDA clearance of the Company’s initial two products. Management can provide no assurance that such financing or strategic relationships will be available on acceptable terms, or at all, which would likely have a material adverse effect on the Company and its financial statements. The condensed unaudited financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency, a result of coronavirus (“COVID-19 outbreak”) and the risks to the international community. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. Developments such as social distancing and shelter-in-place directives were effected impacting the Company’s operations. While the restrictions have eased, the risk continues as new variants are being discovered, and although certain changes in telehealth benefits may be favorable to the Company,

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying condensed unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and in conformity with the instructions on Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. The interim operating results are not necessarily indicative of results that may be expected for any subsequent period. The accompanying condensed unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10-K filed with the SEC on March 24, 2022 (“2021 Annual Report”). USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates. ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company accounts for its currently issued warrant instruments in conjunction with the Company’s common stock in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. STOCK-BASED COMPENSATION The Company periodically issues stock options and restricted stock awards (“RSU’s”) to employees and non-employees for services. The Company accounts for such grants issued and vesting to employees and non-employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense over the vesting period. The Company grants certain option holders the right to early exercise, as of September 30, 2022, 5,124 options remain unvested. These early exercised grants are not considered an expense or included in either shares outstanding or weighted average shares outstanding until vested. The fair value of stock options on the date of grant is calculated using the Black-Scholes option pricing model, based on key assumptions such as the fair value of common stock, expected volatility and expected term. These estimates require the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. These assumptions are primarily based on historical data, peer company data and the judgment of management regarding future trends and other factors. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the US Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid and does not expect to pay dividends in the foreseeable future. The Company accounts for forfeitures when they occur. Stock-based compensation expense recognized in the financial statements is reduced by the actual awards forfeited. Compensation cost for restricted stock awards issued to employees and non-employees is measured using the grant date fair value of the award, and expense is recognized over the service period, adjusted to reflect actual forfeitures. RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development (“R&D”) expenses consist primarily of professional services costs associated with the development of cardiovascular technologies and products. NET LOSS PER COMMON SHARE Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options and warrants to the extent dilutive. Basic net loss per share was the same as diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 as the inclusion of all potential common shares outstanding would have an anti-dilutive effect. As of September 30, 2022, th e penny warrants issued during 2019 have been excluded from the net loss per common share calculation following treatment of contingently issuable shares as there are circumstances under which these shares would not be issued and therefore not exercisable. In accordance with ASC 260-10-45-13, exercisable penny options are included in the calculation of weighted average basic and diluted earnings per share. As of September 30, 2022, 173,017 penny options have been included in the calculation of weighted average basic and diluted earnings per share. The following is a summary of awards outstanding as of September 30, 2022 and 2021, which are not included in the computation of basic and diluted weighted average shares: Three and Nine months ended September 30, 2022 2021 Stock options (excluding exercisable penny stock options) 1,928,904 630,593 Restricted stock awards 257,720 — Convertible debt — 1,449,574 Warrants 3,908,276 422,549 Total 6,094,900 2,502,716

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY COMMON STOCK On January 14, 2022, the Company issued 78,025 shares of Common Stock to a consulting firm for services that were related to the IPO that was consummated in the prior year. The Company calculated the value of the common stock using closing stock price on November 11, 2021, resulting in a fair value of approximately $365,000. The Company also issued 72,727 warrants, the calculated fair value of the warrants was of $1.25 each, using the Black-Scholes option pricing model on the date the consulting firm achieved the milestone, using the following assumptions: (a) fair value of $2.28 per share, (b) expected volatility of 90.81%, (c) dividend yield of 0%, (d) risk-free interest rate of 0.87%, and (e) expected life of 5 years, resulting in the fair value of approximately $91,000. On February 18, 2022, the Company entered into a stock purchase agreement pursuant to which the Company agreed to issue and sell to OpenSky Opportunities Fund Ltd. an aggregate of 58,000 units consisting of one share of Common Stock and Warrants to purchase one share of Common Stock at a combined price of $6.00 per unit. The Common Stock and the Warrants were immediately separable and issued separately but were purchased together in the Private Placement. The Warrants will have a per share exercise price of $6.00 and are exercisable immediately subject to a 180-Day lock up. The Warrants will expire five years from the date of issuance. The Company received $348,000 in proceeds from the sale. The Company paid no underwriting discounts or commissions. During the three and nine months ended September 30, 2022 the Company issued shares of common stock upon exercise of vested stock options and restricted stock awards of 18,862 and 54,933, respectively. The Company received proceeds of a de minimis amount from the exercise of stock options. WARRANTS On February 28, 2022, the Company issued 58,000 warrants to purchase 58,000 shares of common stock at an exercise price of $6.00 per share. On January 14, 2022, the Company issued 72,727 warrants based on performance metrics achieved in 2021 to purchase 72,727 shares of common stock at an exercise price of $5.50 per share, with an expiration of five years from the date of issuance. The following is a summary of warrant activity during the nine months ended September 30, 2022: Number of Weighted Weighted Aggregate Outstanding - December 31, 2021 3,777,549 $ 5.42 4.45 $ 1,259 Issued 130,727 5.72 — — Outstanding – September 30, 2022 3,908,276 5.43 3.72 $ 1,606 Exercisable – September 30, 2022 3,501,004 $ 6.06 4.11 $ 18

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION In 2015, the Company’s Board of Directors approved the HeartBeam, Inc. 2015 Equity Incentive Plan ("2015 Plan"), to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors, and consultants, and to promote the success of the Company’s business. The 2015 Plan provides for the grant of stock options and RSU’s to purchase common stock of which 1,636,362 were authorized by the board of which 1,252,068 are outstanding. The 2015 Plan was terminated upon shareholder approval of the 2022 Equity Incentive Plan (“2022 Plan”) whereby no new awards can be issued under the 2015 Plan. The Company’s shareholders approved the 2022 Plan at the annual meeting of stockholders held on June 15, 2022, pursuant to which 1,900,000 shares of common stock was authorized for issuance. The 2022 Plan includes a provision for add back of any cancelled options from the 2015 Plan up to 1,372,816 shares, and as of September 30, 2022, there are 64,917 shares from the 2015 Plan that are included in the 847,364 shares available for issuance under the 2022 Plan. As of September 30, 2022 and 2021, the Company received proceeds of a de minimis amount from the exercise of stock options. STOCK OPTIONS The following is a summary of stock option activity during the nine months ended September 30, 2022: Number of Weighted Average Aggregate Outstanding – December 31, 2021 1,105,938 $ 2.03 8.8 $ 1,535 Options granted 1,131,000 1.44 Options exercised (33,683) — Options cancelled (101,334) 3.19 Outstanding – September 30, 2022 2,101,921 1.69 8.9 4,802 Exercisable – September 30, 2022 556,005 $ 1.33 7.3 $ 1,505 (*) $ - Indicates exercise price less than $0.01 per share During the nine months ended September 30, 2022 the Company modified stock options to purchase 183,636 shares of common stock. The total incremental cost of the modification was de minimis. The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the nine months ended September 30, 2022 and 2021, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: Nine Months ended September 30, 2022 2021 Weighted-average Black-Scholes option pricing model assumptions: Volatility 107.25% - 110.98% 90.01% - 93.02% Expected term (in years) 5.62 - 5.94 5.69 - 5.98 Risk-free rate 1.47% - 3.10% 0.69% - 0.82% Expected dividend yield — — Weighted average grant date fair value per share $1.08 - $1.75 $2.07 - $3.00 RESTRICTED STOCK UNITS The following is a summary of RSU’s awards activity: Nine months ended September 30, 2022 Numbers of Shares Weighted Average Grant Date Fair value Non-Vested at beginning of period 30,000 $ 3.20 Shares granted 248,970 1.36 Shares vested (21,250) 2.33 Non-vested 257,720 $ 1.49 On July 15, 2022, the Company issued 238,970 and 10,000 shares of RSU’s to the Board of Directors of the Company and a consultant, respectively. The total fair value of the issuances is approximately $325,000 and $13,600, respectively. The RSU’s issued to the Board of Directors will vest upon the earlier of the one year anniversary of the Grant Date or the next annual meeting of the Company’s stockholders. The RSU’s issued to the consultant vested immediately. STOCK BASED COMPENSATION The following is a summary of stock-based compensation expense: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 General and administration Stock options 148,196 48,594 445,522 75,049 RSU’s 100,191 — 134,841 — Total general and administration 248,387 48,594 580,363 75,049 R&D Stock options 89,469 3,916 179,878 10,160 RSU’s 13,600 — 13,600 — Total $ 351,456 $ 52,510 $ 773,841 $ 85,209 As of September 30, 2022, total compensation cost not yet recognized related to unvested stock options and unvested RSUs was approximately $2.1 million and $0.3 million, respectively, which is expected to be recognized over a weighted-average period of 3.26 years and 0.8 years, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONSDuring the course of business, the Company obtains accounting services from CTRLCFO, a firm in which an executive of the Company has significant influence, as well as Hardesty, where he is a non-managing partner. The Company incurred accounting fees from these firms of approximately $5,000 and $16,000 during the three and nine months ended September 30, 2022, respectively, and approximately $30,000 and $80,000 during the three and nine months ended September 30, 2021. The Company had balances due to these firms amounting to approximately $1,000 as of September 30, 2022 and December 31, 2021.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	COMMITMENTS Lease Obligations On May 1, 2019, the Company entered into a month to month lease agreement for their headquarters. The agreement is for an undefined term and can be cancelled at any time, given one month’s notice by either party. The Company’s monthly rent expense associated with this agreement is approximately $1,440. The Company’s month to month headquarters lease is in the name of the Company’s Chief Executive Officer, and the cost is reimbursed monthly. For the three and nine months ended September 30, 2022 and 2021, rent expense was approximately $4,000 and $12,000 respectively for each year. Partnership Agreement On January 31, 2022, the Company entered into a partnership agreement with LIVMOR Inc. (“LIVMOR”) to build a Company-branded version of the LIVMOR’s Halo+ FDA cleared turnkey solution for RPM to connect physicians and patients. As included in the agreement, the Company and LIVMOR have the right to enter into additional agreements as needed in order to further the Company’s development of its products. The agreement with LIVMOR included a commitment in 2022 of $1.0 million. On August 2, 2022, the Company entered into a supplemental agreement with LIVMOR. The supplemental agreement stated the Company would pay an additional $0.2 million for the source code access under the partnership agreement. Payments totaling $0.2 million have been made by the Company and LIVMOR has delivered to the Company copies of source materials and codes. All licenses granted by LIVMOR will automatically be converted into a non-exclusive and perpetual license and become licenses granted on a royalty-free and fully paid-up basis, in which LIVMOR hereby expressly waives and relinquishes all HeartBeam payment obligations under the initial partnership agreement. Based on management’s review of Topic ASC 805 and 730, it was determined that only the source code and perpetual license were purchased and it was determined there was no alternative future uses, therefore management recorded the expense as research and development expense during the three months ended September 30, 2022. As of September 30, 2022, the Company expensed a total of $1.2 million associated with the LIVMOR agreements, which has been recognized as R&D expense. Professional Services Agreement

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION
USE OF ESTIMATES	USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates.
ACCOUNTING FOR WARRANTS	ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company accounts for its currently issued warrant instruments in conjunction with the Company’s common stock in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity.
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION The Company periodically issues stock options and restricted stock awards (“RSU’s”) to employees and non-employees for services. The Company accounts for such grants issued and vesting to employees and non-employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense over the vesting period. The Company grants certain option holders the right to early exercise, as of September 30, 2022, 5,124 options remain unvested. These early exercised grants are not considered an expense or included in either shares outstanding or weighted average shares outstanding until vested. The fair value of stock options on the date of grant is calculated using the Black-Scholes option pricing model, based on key assumptions such as the fair value of common stock, expected volatility and expected term. These estimates require the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. These assumptions are primarily based on historical data, peer company data and the judgment of management regarding future trends and other factors. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the US Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid and does not expect to pay dividends in the foreseeable future. The Company accounts for forfeitures when they occur. Stock-based compensation expense recognized in the financial statements is reduced by the actual awards forfeited.
RESEARCH AND DEVELOPMENT EXPENSE	RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development (“R&D”) expenses consist primarily of professional services costs associated with the development of cardiovascular technologies and products.
NET LOSS PER COMMON SHARE	NET LOSS PER COMMON SHARE Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options and warrants to the extent dilutive. Basic net loss per share was the same as diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 as the inclusion of all potential common shares outstanding would have an anti-dilutive effect. As of September 30, 2022, th e penny warrants issued during 2019 have been excluded from the net loss per common share calculation following treatment of contingently issuable shares as there are circumstances under which these shares would not be issued and therefore not exercisable.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following is a summary of awards outstanding as of September 30, 2022 and 2021, which are not included in the computation of basic and diluted weighted average shares: Three and Nine months ended September 30, 2022 2021 Stock options (excluding exercisable penny stock options) 1,928,904 630,593 Restricted stock awards 257,720 — Convertible debt — 1,449,574 Warrants 3,908,276 422,549 Total 6,094,900 2,502,716

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Schedule of Stockholders' Equity Note, Warrants or Rights	The following is a summary of warrant activity during the nine months ended September 30, 2022: Number of Weighted Weighted Aggregate Outstanding - December 31, 2021 3,777,549 $ 5.42 4.45 $ 1,259 Issued 130,727 5.72 — — Outstanding – September 30, 2022 3,908,276 5.43 3.72 $ 1,606 Exercisable – September 30, 2022 3,501,004 $ 6.06 4.11 $ 18

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Option, Activity	The following is a summary of stock option activity during the nine months ended September 30, 2022: Number of Weighted Average Aggregate Outstanding – December 31, 2021 1,105,938 $ 2.03 8.8 $ 1,535 Options granted 1,131,000 1.44 Options exercised (33,683) — Options cancelled (101,334) 3.19 Outstanding – September 30, 2022 2,101,921 1.69 8.9 4,802 Exercisable – September 30, 2022 556,005 $ 1.33 7.3 $ 1,505 (*) $ - Indicates exercise price less than $0.01 per share
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	For the nine months ended September 30, 2022 and 2021, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: Nine Months ended September 30, 2022 2021 Weighted-average Black-Scholes option pricing model assumptions: Volatility 107.25% - 110.98% 90.01% - 93.02% Expected term (in years) 5.62 - 5.94 5.69 - 5.98 Risk-free rate 1.47% - 3.10% 0.69% - 0.82% Expected dividend yield — — Weighted average grant date fair value per share $1.08 - $1.75 $2.07 - $3.00
Schedule of Nonvested Restricted Stock Units Activity	The following is a summary of RSU’s awards activity: Nine months ended September 30, 2022 Numbers of Shares Weighted Average Grant Date Fair value Non-Vested at beginning of period 30,000 $ 3.20 Shares granted 248,970 1.36 Shares vested (21,250) 2.33 Non-vested 257,720 $ 1.49
Share-based Payment Arrangement, Expensed and Capitalized, Amount	The following is a summary of stock-based compensation expense: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 General and administration Stock options 148,196 48,594 445,522 75,049 RSU’s 100,191 — 134,841 — Total general and administration 248,387 48,594 580,363 75,049 R&D Stock options 89,469 3,916 179,878 10,160 RSU’s 13,600 — 13,600 — Total $ 351,456 $ 52,510 $ 773,841 $ 85,209

ORGANIZATION AND OPERATIONS (De

ORGANIZATION AND OPERATIONS (Details)		9 Months Ended
	Sep. 27, 2021	Sep. 30, 2022 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments		1
Reverse stock split ratio, common stock	0.3636

LIQUIDITY, GOING CONCERN AND _2

LIQUIDITY, GOING CONCERN AND OTHER UNCERTAINTIES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Accumulated deficit	$ 18,474	$ 9,224

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details)	Sep. 30, 2022 shares
Accounting Policies [Abstract]
Number of shares unvested	5,124

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercisable penny options (in shares)			173,017
Antidilutive securities excluded from computation of earnings per share (in shares)	6,094,900	2,502,716	6,094,900	2,502,716
Stock options (excluding exercisable penny stock options)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,928,904	630,593	1,928,904	630,593
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	257,720	0	257,720	0
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	1,449,574	0	1,449,574
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,908,276	422,549	3,908,276	422,549

STOCKHOLDERS_ EQUITY - Common S

STOCKHOLDERS’ EQUITY - Common Stock (Details) - USD ($)				3 Months Ended	9 Months Ended
	Feb. 28, 2022	Feb. 18, 2022	Jan. 14, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Exercise price of warrants (in dollars per share)				$ 5.43	$ 5.43	$ 5.42
Number of shares of common stock issued upon exercise of options and restricted stock				18,862	54,933
Private Placement | OpenSky Opportunities Fund Ltd.
Class of Stock [Line Items]
Shares issued in IPO (in shares)		58,000
Shares issued in IPO, price per share (in dollars per share)		$ 6
Proceeds from Issuance of Private Placement		$ 348,000
Payments of Stock Issuance Costs		$ 0
Common Stock
Class of Stock [Line Items]
Number of shares of common stock purchased	58,000
Common Stock | Private Placement | OpenSky Opportunities Fund Ltd.
Class of Stock [Line Items]
Shares issued per each unit (in shares)		1
Number of shares purchased in transaction per unit		1
Warrants
Class of Stock [Line Items]
Common stock issued for services (in shares)	58,000
Exercise price of warrants (in dollars per share)	$ 6
Warrants | Private Placement | OpenSky Opportunities Fund Ltd.
Class of Stock [Line Items]
Shares issued per each unit (in shares)		1
Exercise price of warrants (in dollars per share)		$ 6
Warrant lock-up period		180 days
Period which warrants are exercisable		5 years
Consultants | Common Stock | IPO
Class of Stock [Line Items]
Common stock issued for services (in shares)			78,025
Fair value of common stock issued			$ 365,000
Fair value per warrant (in dollars per share)			$ 1.25
Fair value assumptions, fair value per share (in dollars per share)			$ 2.28
Expected volatility			90.81%
Dividend yield			0%
Risk-free rate			0.87%
Expected term (in years)			5 years
Fair value issued for service			$ 91,000
Exercise price of warrants (in dollars per share)			$ 5.50
Number of shares of common stock purchased			72,727
Consultants | Warrants | IPO
Class of Stock [Line Items]
Common stock issued for services (in shares)			72,727

STOCKHOLDERS_ EQUITY - Warrants

STOCKHOLDERS’ EQUITY - Warrants (Details) - $ / shares	Feb. 28, 2022	Jan. 14, 2022	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 5.43	$ 5.42
Warrants
Class of Warrant or Right [Line Items]
Common stock issued for services (in shares)	58,000
Exercise price of warrants (in dollars per share)	$ 6
Consultants | Warrants | IPO
Class of Warrant or Right [Line Items]
Common stock issued for services (in shares)		72,727
Consultants | Common Stock | IPO
Class of Warrant or Right [Line Items]
Common stock issued for services (in shares)		78,025
Exercise price of warrants (in dollars per share)		$ 5.50
Expiration period		5 years

STOCKHOLDERS_ EQUITY - Warran_2

STOCKHOLDERS’ EQUITY - Warrants Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Number of shares
Warrants outstanding, beginning balance (in shares)	3,777,549
Issued (in shares)	130,727
Warrants outstanding, ending balance (in shares)	3,908,276	3,777,549
Warrants exercisable (in shares)	3,501,004
Weighted average exercise price
Outstanding, beginning balance (in dollars per share)	$ 5.42
Issued (in dollars per share)	5.72
Outstanding, ending balance (in dollars per share)	5.43	$ 5.42
Weighted average exercise price of warrants, exercisable (in dollars per share)	$ 6.06
Weighted average remaining life (years)
Outstanding at end of period	3 years 8 months 19 days	4 years 5 months 12 days
Weighted average remaining life, exercisable	4 years 1 month 9 days
Aggregate intrinsic value (in thousands)
Outstanding at end of period	$ 1,606	$ 1,259
Aggregate intrinsic value, exercisable	$ 18

STOCK-BASED COMPENSATION - Equi

STOCK-BASED COMPENSATION - Equity Incentive Plan (Details) - shares	Jun. 15, 2022	Sep. 30, 2022	Dec. 31, 2015
2015 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)		64,917
Number of additional shares authorized for issuance (in shares)	1,372,816
2015 Equity Incentive Plan | Share-Based Payment Arrangement, Option And Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)			1,636,362
Number of shares outstanding (in shares)		1,252,068
2022 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)	1,900,000	847,364

STOCK-BASED COMPENSATION - Stoc

STOCK-BASED COMPENSATION - Stock Options Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Number of options outstanding
Beginning balance (in shares) | shares	1,105,938
Options granted (in shares) | shares	1,131,000
Options exercised (in shares) | shares	(33,683)
Options Cancelled (in shares) | shares	(101,334)
Ending balance (in shares) | shares	2,101,921	1,105,938
Weighted average exercise price
Beginning balance, Weighted average exercise price (in dollars per share) | $ / shares	$ 2.03
Options granted, Weighted average exercise price (in dollars per share) | $ / shares	1.44
Options exercised, Weighted average exercise price (in dollars per share) | $ / shares	0
Options Cancelled, Weighted average exercise price (in dollars per share) | $ / shares	3.19
Ending balance, Weighted average exercise price (in dollars per share) | $ / shares	$ 1.69	$ 2.03
Stock Options Additional Disclosures
Average remaining contractual life	8 years 10 months 24 days	8 years 9 months 18 days
Aggregate intrinsic value, outstanding | $	$ 4,802	$ 1,535
Exercisable (in shares) | shares	556,005
Exercisable, Weighted average exercise price (in dollars per share) | $ / shares	$ 1.33
Exercisable, Average remaining contractual life	7 years 3 months 18 days
Exercisable, Aggregate intrinsic value | $	$ 1,505
Exercise price per share (in dollars per share) | $ / shares	$ 0.01
Number of options modified (in shares) | shares	183,636

STOCK-BASED COMPENSATION - Assu

STOCK-BASED COMPENSATION - Assumptions (Details) - Stock options - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	$ 0	$ 0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	107.25%	90.01%
Expected term (in years)	5 years 7 months 13 days	5 years 8 months 8 days
Risk-free rate	1.47%	0.69%
Weighted average grant date fair value per share (in dollars per share)	$ 1.08	$ 2.07
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	110.98%	93.02%
Expected term (in years)	5 years 11 months 8 days	5 years 11 months 23 days
Risk-free rate	3.10%	0.82%
Weighted average grant date fair value per share (in dollars per share)	$ 1.75	$ 3

STOCK-BASED COMPENSATION - Rest

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - USD ($)		9 Months Ended
	Jul. 15, 2022	Sep. 30, 2022
Weighted Average Grant Date Fair value
Shares granted (in dollars per share)		$ 1.36
RSU’s
Numbers of Shares
Non-vested, beginning balance (in shares)		30,000
Shares granted (in shares)		248,970
Shares vested (in shares)		(21,250)
Non-vested, ending balance (in shares)		257,720
Weighted Average Grant Date Fair value
Non-Vested at beginning of period (in dollars per share)		$ 3.20
Shares vested (in dollars per share)		2.33
Non-vested, ending balance (in dollars per share)		$ 1.49
RSU’s | Board Of Directors
Numbers of Shares
Shares granted (in shares)	238,970
Weighted Average Grant Date Fair value
Fair value of stock issuance	$ 325,000
RSU’s | Consultant
Numbers of Shares
Shares granted (in shares)	10,000
Weighted Average Grant Date Fair value
Fair value of stock issuance	$ 13,600

STOCK-BASED COMPENSATION - St_2

STOCK-BASED COMPENSATION - Stock-Based Compensation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 351,456	$ 52,510	$ 773,841	$ 85,209
Cost not yet recognized, options, amount	2,100,000		2,100,000
Cost not yet recognized, excluding options, amount	300,000		$ 300,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost not yet recognized, period of recognition			3 years 3 months 3 days
RSU’s
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost not yet recognized, period of recognition			9 months 18 days
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	248,387	48,594	$ 580,363	75,049
General and Administrative Expense | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	148,196	48,594	445,522	75,049
General and Administrative Expense | RSU’s
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	100,191	0	134,841	0
Research and Development Expense | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	89,469	3,916	179,878	10,160
Research and Development Expense | RSU’s
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 13,600	$ 0	$ 13,600	$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity - Accounting Services - CTRLCFO And Hardesty - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Expenses from transactions with related parties	$ 5	$ 30	$ 16	$ 80
Balance due to related parties	$ 1		$ 1		$ 1

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)			3 Months Ended		9 Months Ended
	Aug. 02, 2022	May 01, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 07, 2022	Jan. 31, 2022
Long-term Purchase Commitment [Line Items]
Operating lease, prior notice for cancellation		1 month
Monthly rent expense		$ 1,440
Rent expense			$ 4,000	$ 4,000	$ 12,000	$ 12,000
LIVMOR
Long-term Purchase Commitment [Line Items]
Purchase obligation	$ 200,000		1,200,000		1,200,000			$ 1,000,000
Payments for purchase obligations	$ 200,000
Triple Ring Technologies, Inc.
Long-term Purchase Commitment [Line Items]
Purchase obligation							$ 2,000,000	$ 2,000,000
Triple Ring Technologies, Inc. | Accounts Payable and Accrued Liabilities
Long-term Purchase Commitment [Line Items]
Purchase obligation			70,000		70,000
Triple Ring Technologies, Inc. | Research and Development Expense
Long-term Purchase Commitment [Line Items]
Purchase obligation			$ 1,400,000		$ 1,400,000