Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with Robert P. Eno

On January 18, 2023, the Board of Directors (the "Board") of HeartBeam, Inc. (the "Company") appointed Robert P. Eno as President of the Company (the "Appointment") effective as of January 18, 2023. In connection with the Appointment, the Company entered into an employment agreement with Mr. Eno dated January 18, 2023, (the "Employment Agreement").

Pursuant to the Employment Agreement, the Company will compensate Mr. Eno an annual fee of $360,000, which is to be paid in semi-monthly installments in accordance with the Company's normal payroll procedures. Mr. Eno's salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time and he will also be eligible to receive certain employee benefits. Additionally, Mr. Eno may receive an incentive bonus of 40% of his annual base salary determined by an agreed to set of corporate goals and objectives. On January 18, 2023 the Board of Directors approved the granting to Mr. Eno of an option to purchase 240,000 shares of the Company's Common Stock (the "Option"). The exercise price per share of the Option is the fair market value determined by the Board or the Compensation Committee when the Option was granted. The Option will be subject to the terms and conditions applicable to options granted under the Company's 2022 Stock Plan (the "Plan"), as described in the Plan.

Robert Eno combines over 28 years of experience in medical technology senior management. Previously, he had been involved in six companies in medical devices, holding positions including Chief Executive Officer, Senior Vice President of Marketing, and Vice President of Marketing and Sales. From 2020 through January 2023, Mr. Eno was the Chief Executive Officer for PreView Medical Inc., a company developing AI-driven diagnostic systems for cancer detection. From 2014 to 2019, he was Senior Vice President of Marketing for HeartFlow, Inc., a company that develops a noninvasive diagnostic for coronary artery disease. From 2008 to 2014, he was Vice President of Market and International Sales at OptiMedica, a company that developed lasers for cataract surgery and was acquired by Abbott. He has an undergraduate degree from Stanford University and an MBA from the Stanford University Graduate School of Business.

Family Relationships

Mr. Eno does not have a family relationship with any of the current officers or directors of the Company.

Related Party Transactions

There are no related party transactions with regard to Mr. Eno reportable under Item 404(a) of Regulation S-K.

The foregoing contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Employment Agreement, and such description is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed hereto as Exhibit 10.2 and incorporated herein by reference.

On January 24, 2023, the Company issued a press release announcing the Appointment. A copy of the press release is filed hereto as Exhibits 99.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit              Description
Number
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.2                   Employment Agreement with Robert P. Eno, dated January 18, 2023
99.1                   Press Release dated January 24, 2023

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