SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2021 | 3. Issuer Name and Ticker or Trading Symbol HeartBeam, Inc. [ BEAT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 105,454 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Promissory Note | (1) | (1) | Common Stock | 60,972 | (1) | D | |
Convertible Promissory Note | (2) | (2) | Common Stock | 106,825 | (2) | I | See Footnote(3) |
Convertible Promissory Note | (4) | (4) | Common Stock | 164,610 | (4) | I | See Footnote(5) |
Stock option (right to buy) | (6) | 06/15/2031 | Common Stock | 43,636 | 2.5 | D | |
Common Stock warrant (right to buy) | (7) | 02/11/2023 | Common Stock | 3,640 | 2.75 | D | |
Common Stock warrant (right to buy) | (8) | 02/12/2023 | Common Stock | 43,636 | 0.0003 | D |
Explanation of Responses: |
1. Represents $256,082.40 of outstanding principal and interest calculated through November 10, 2021. The note will convert into 60,972 shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock (the "IPO"). |
2. Represents $448,665.00 of outstanding principal and interest calculated through November 10, 2021. The note will convert into 106,825 shares of Common Stock upon the closing of the IPO. |
3. The Convertible Promissory Note is held by the Elfrink Living Trust, of which the Reporting Person is the trustee. |
4. Represents $691,362.00 of outstanding principal and interest calculated through November 10, 2021. The note will convert into 164,610 shares of Common Stock upon the closing of the IPO. |
5. The Convertible Promissory Note is held by WPE Ventures Partnership, of which the Reporting Person is the managing partner. |
6. One forty-eighth of the shares subject to the option vest on July 15, 2021 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
7. All of the shares subject to the warrant are fully vested and exercisable as of the date hereof. |
8. The shares subject to the warrant are exercisable upon the earliest to occur of several events, including the closing of the IPO and the Issuer having a market capitalization of at least $50,000,000 for five consecutive business days. |
/s/ Willem Elfrink | 11/10/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |