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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