SecProbe.io

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 HEARTBEAM, Inc.

 2118 Walsh Avenue,
Suite 210
Santa Clara, CA 95050

 March 16, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. St., N.E.

 Washington, D.C. 20549

 Re: Request for Acceleration of Effectiveness of Registration Statement
on Form S-3 (File No. 333-293307)

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, HEARTBEAM, Inc. (the " Registrant ") hereby requests the acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-293307 )
(the " Registration Statement ") so that it will become effective on Tuesday, March 17, 2026 at 4:30 p.m., Eastern
Time, or as soon thereafter as practicable.

 Very truly yours,

 HEARTBEAM, INC.

 By:
 /s/ Roberto Eno

 Name:
 Roberto Eno

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 17, 2026

Roberto Eno
Chief Executive Officer
HeartBeam, Inc.
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050

 Re: HeartBeam, Inc.
 Registration Statement on Form S-3
 Filed February 09, 2026
 File No. 333-293307
Dear Roberto Eno:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Soyoung Lee, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 9, 2023
Branislav Vajdic
Chief Executive Officer
HeartBeam, Inc.
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
Re:HeartBeam, Inc.
Registration Statement on Form S-3
Filed February 2, 2023
File No. 333-269520
Dear Branislav Vajdic:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Soyoung Lee

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HeartBeam, Inc.

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

February 8, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    HeartBeam, Inc.

    Registration Statement on Form S-3

    File No. 333-269520

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act
of 1933, as amended, HeartBeam, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced
registration statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on Friday, February 10, 2023, or
as soon thereafter as possible.

* * * *

Very Truly Yours,

    HeartBeam, Inc.

    /s/ Richard Brounstein

    Richard Brounstein

    Chief Financial Officer

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November 8, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    HeartBeam Inc.

    Registration Statement on Form S-1, as amended (File No. 333-259358)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Company, LLC, as representative of several
underwriters, hereby join HeartBeam, Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate
action to cause the Registration Statement on Form S-1 (File No. 333-259358) (the “Registration Statement”)
to become effective on Wednesday, November 10, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Lucosky Brookman LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that copies of the
Company’s Preliminary Prospectus, dated November 2, 2021, were furnished to several prospective underwriters and distributed by
the underwriters approximately as follows through the date hereof: 75 copies to institutional investors and 125 copies to others.

The undersigned advise
that they have complied and will continue to comply with, and that they have been informed by the participating underwriters and dealers
that they have complied with and will continue to comply with, the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    Head of Equity Capital Markets

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HEARTBEAM, INC.

2118 WALSH AVENUE, SUITE 210

SANTA CLARA, CA 95050

November 8, 2020

VIA EDGAR

Tom Kluck

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  HeartBeam, Inc.

  Registration Statement on Form S-1 (File No. 333-259358)

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, HeartBeam, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement
be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Wednesday, November 10, 2021, or as soon thereafter
as possible.

Very truly yours,

HeartBeam Inc.

  /s/ Richard Brounstein

Richard Brounstein

Chief Financial Officer

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October 19, 2021

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mary Mast

Kevin Kuhar

Tom Kluck

Celeste Murphy

 RE: HeartBeam, Inc..

Registration Statement on Form S-1

Registration
Statement No. 333-259358

Ladies and Gentlemen:

On behalf of our client,
HeartBeam, Inc. (the “Company” or “HeartBeam”), we submit this letter in response to the Division
of Corporation Finance’s request (the “Staff”) for a Cheap Stock Letter relating to the Company’s
Registration Statement on Form S-1 (the “Registration Statement”), filed via EDGAR on October 12, 2021.

Regarding your inquiry
about any test the waters (“TTW”) communications, we advise that the Company did not conduct any TTW meetings.

Price Range

To assist the Staff in its evaluation of
stock compensation disclosures and certain other matters, the Company advises the Staff that the Company currently estimates a price
range of $5.50 to $6.50 per share (the “Price Range”) for the initial public offering (the
“IPO”) of the Company’s common stock (the “Common Stock”), resulting in a midpoint of
the Price Range of $6.00 per share (the “Midpoint Price”). The Price Range has been estimated based on a number
of factors, including the progress of the Company’s studies and trials, other developments in the Company’s business,
current market conditions and input received from Benchmark Company LLC (the “Lead Underwriter”).

The Price Range does
not take into account any discount for the current lack of liquidity for the Company’s Common Stock and assumes a successful IPO
with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being
sold in an acquisition transaction. As is typical for initial public offerings, the Price Range was not derived using a formal determination
of fair value but was determined as a result of discussions among representatives of the Company and the Lead Underwriter. During these
discussions, the parties considered quantitative factors, as well as non-quantitative factors, such as the valuations of recently
completed public offerings and evaluating those issuers’ respective stages of development as compared to the Company, the current
valuations of public companies at a similar stage of clinical development as the Company taking into account the number of programs of
those companies as compared to the Company, analysis of the Company’s capital structure both prior to and pro forma for the IPO,
and recent market conditions. Prior to September 23, 2021, the Lead Underwriter had not provided the Company with a specific estimated
price range.

Equity Grants and Common Stock Valuation

Stock-based compensation payments
to employees and consultants are recognized as expense in the statements of income. The compensation cost for all stock-based awards is
measured at the grant date, based on the fair value of the award (determined using a Black-Scholes option pricing model for stock options
and intrinsic value on the date of grant for non-vested restricted stock), and is recognized as an expense over the employee’s requisite
service period (generally the vesting period of the equity award). Determining the fair value of stock-based awards at the grant date
requires significant estimates and judgments, including estimating the market price volatility of the Company’s Common Stock, future
employee stock option exercise behavior and requisite service periods.

Stock-based compensation expense is recorded only
for those awards expected to vest using actual forfeitures. The estimation of stock awards that will ultimately vest requires judgment,
and to the extent that actual results differ from estimates, such amounts will be recorded as cumulative adjustments in the period the
estimates are revised.

Determination of Fair Value of Common Stock

As there has been no public market for the Company’s
Common Stock to date, the estimated fair value of Common Stock has been determined by the Company’s Board of Directors as of the
date of each option grant, with input from management, considering the most recently available third-party valuations of the Common Stock
and the Board of Directors’ assessment of additional objective and subjective factors that it believed were relevant and which may
have changed from the date of the most recent valuation through the date of the grant.

Given the absence of a public trading market of
the Company’s Common Stock, and in accordance with the guidance as outlined in the American Institute of Certified Public Accountants’
Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company’s
Board of Directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate
of the fair value of its Common Stock including:

 ● Lack of marketability of the Common Stock;

  ● Price of the Common Stock sold to outside investors in arm’s
length transactions, if any;

 ● Actual operating and financial performance;

 ● Current business conditions and projections;

 ● Hiring of key personnel and the experience of our management;

 ● The history of the Company and the introduction of new products
and services;

 ● Likelihood of achieving a liquidity event, such as an initial
public offering or a merger or acquisition of the company given prevailing market conditions;

 ● Illiquidity of share-based awards involving securities in a private
company;

 ● External market conditions affecting the life sciences and medical
devises industry sectors.

The Common Stock valuations approach as of different
valuation dates is as follows:

Enterprise Value (“EV”) Determination

 ● December 31, 2019 — EV was computed based on weighted
average value from the Cost Approach and Market Approach (considering the private equity financings in the comparable companies);

 ● December 31, 2020 — EV was computed based on weighted
average value from the Income Approach (discounted cash flow (“DCF”) method) and Market Approach (considering the private
equity financings in the comparable companies). Under the DCF method, the future value of the cash flow streams is discounted using cost
of capital i.e., determined based on the stage of development of the Company;

 ● March 31 and June 30, 2021 — EV was computed based on the DCF method.

    2

 The equity value is then calculated by adjusting
the cash (added) and debt (deducted) as of the valuation date and allocated to equity holders using a simple waterfall as we do not have
a complex capital structure. A discount for lack of marketability (“DLOM”) of the Common Stock is then applied to arrive at
an indication of value for the Common Stock on a minority and non-marketable basis.

If awards were granted a short period of time
preceding the date of a valuation report where there was a material increase in valuation, the Company assessed the fair value used for
financial reporting purposes after considering the fair value reflected in the subsequent valuation report and other facts and circumstances
on the date of grant as discussed below. In such instances, the fair value used for financial reporting purposes exceeded the exercise
price for those awards.

Options Granted:

The following table summarizes by grant date the
number of shares subject to options granted from January 1, 2020, through the date of this Prospectus, the per share exercise price of
the options and the estimated fair value per share of the options.

    Grant Date
    Number
 of Awards
 Granted
    Exercise Price
 per Share
    Fair Value
 per Share of
 Common Stock

    13-May-20
      54,545
    $ 0.28
    $ 0.28

    14-Aug-20
      37,090
    $ 0.28
    $ 0.28

    4-Feb-21
      18,181
    $ 0.33
    $ 1.18

    22-Mar-21
      23,636
    $ 0.33
    $ 2.28

    14-Jun-21
      241,818
    $ 2.50
    $ 2.75

    12-Sep-21
      72,727
    $ 2.81
    $ 3.83

May 13 and August 14, 2020
Grants

EV determination primarily used the December 31,
2019 third party valuation report. The EV was computed based on weighted average value from the Cost Approach and Market Approach (considering
the private equity financings in the comparable companies). The grant price and fair value per share of the Common Stock was $0.28 per
share in both periods.

The Company used the Cost Approach to determine the EV for these grants
considering the early stage of the Company. The following year, the Company was able to triple its cash inflows and evolve to where as
an IP-centric company, it could, and did use a hybrid approach replacing the Cost Approach with a DCF method. Use of the DCF method as
part of the EV determination replaced the Cost Approach as of December 31, 2020. This EV method is reflected in valuing of all 2021 grants.

February 4 and March 22, 2021
Valuations

EV was computed based on weighted average value from the Income Approach
(discounted cash flow (“DCF”) method) and Market Approach (considering the private equity financings in the comparable companies).
Under the DCF method, the future value of the cash flow streams is discounted using cost of capital i.e., determined based on the stage
of development of the Company;

EV was subsequently computed based on the DCF
method at March 31, 2021.

Equity value is then calculated by adjusting the
cash (added) and debt (deducted) as of the valuation date and allocated to equity holders using a simple waterfall as the Company does
not have a complex capital structure. A discount for lack of marketability (“DLOM”) of the Common Stock is then applied to
arrive at an indication of value for the Common Stock on a minority and non-marketable basis, resulting in an EV of $0.33 per share at
December 31, 2020 and an EV of $2.50 per share at March 31, 2021.

On March 22, 2021 the Company entered into an
engagement letter with its Lead Underwriter, and since 2020 introduced a second product with a shorter commercialization timeline
which adjusted the current year costs to achieve FDA clearance and thereby impacted the DCF enterprise value. As a result, equity
value increased and the DLOM decreased at March 31, 2021. Using the benefit of hindsight, the Company determined that the
straight-line calculation would provide the most reasonable conclusion for the valuation of our Common Stock on this interim date
between valuations.

    3

If awards were granted a short period of time
preceding the date of a valuation report where there was a material increase in valuation, as there was from December 31, 2020 to March
31, 2021, the Company assessed the fair value used for financial reporting purposes after considering the fair value reflected in the
subsequent valuation report and other facts and circumstances on the date of grant as discussed below. In such instances, the fair value
used for financial reporting purposes exceeded the exercise price for those awards.

The Company used this hindsight of having a March 31, 2021 EV valuation
of $2.50 per share to value the February 4 awards at $1.18 per share and the March 22, 2021 awards at $2.28 per share.

June 14, 2021 Grants

EV was computed based on the
DCF method at June 30, 2021.

That equity value is then calculated by adjusting
the cash (added) and debt (deducted) as of the valuation date and allocated to equity holders using a simple waterfall as the Company
does not have a complex capital structure. A discount for lack of marketability (“DLOM”) of the Common Stock is then applied
to arrive at an indication of value for the Common Stock on a minority and non-marketable basis, resulting in an EV which increased from
$2.50 at March 31, 2021 to $2.81 at June 30, 2021.

Using the benefit of hindsight, the Company determined
that the straight-line calculation would provide the most reasonable conclusion for the valuation of our Common Stock on this interim
date between valuations and the Company valued this grant at $2.75 per share.

September 21, 2021 Grants

For the September 12, 2021 grant, the factors
the Company’s Board of Directors considered in determining the estimated fair value of its Common Stock in connection with the grant
of these stock options included the results of operations for the most recent quarter and the EV from the most recent contemporaneous
valuation prepared by a third-party valuation firm.

In the prospectus referenced herein, the Board
of Directors received its first indication of the estimated preliminary price range for its Common Stock in this offering from the Lead
Underwriter with a range of $5.50 to $6.50. This offering price assumes that the initial public offering has occurred and a public market
for this common stock has been created. Therefore, the offering price excludes any marketability or illiquidity discount for the common
stock, which was appropriately considered in the Board of Directors’ fair value determinations and can account for much of the difference
between the offering price and the values determined by the board. Using the benefit of hindsight, and considering the DLOM, the Company
determined that the straight-line calculation between the grant date and the estimated date that initial public offering may occur would
provide the most reasonable conclusion for the valuation of our Common Stock on this interim date.

At September 21, 2021, the Board determined that
the estimated fair value of the Company’s Common Stock was $2.81 per share and with hindsight has subsequently determined that the
fair market value per share of common stock is $3.83 per share and intends to use that value in its financial statements.

Comparison of the September 12, 2021 Pricing
and the Midpoint Price

As is typical in an initial public offering,
the estimated price range for the offering was not derived using a formal determination of estimated fair value but was determined primarily
by discussions between the Company and the Lead Underwriters. Among the factors that were considered in setting the Price Range were the
following:

    ●
    the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies;

    ●
    an assumption that there would be a receptive public trading market for pre-commercial, medical device companies such as the Company; and

    ●
    an assumption that there would be sufficient demand for the Company’s Common Stock to support an offering of the size contemplated by the Company.

    4

The Company notes that the difference between
the September 12, 2021 grant price, the fair value per share of the common stock for accounting purposes, and the Midpoint Price is primarily
attributable to the following Company-specific factors and valuation methodology-specific factors:

Company-Specific Factors

    ●
    The Company’s expectations that the funds provided by the IPO will allow it to fund its initial product, the ER product, including the achievement of FDA 510(k) clearance and commercial launch in the third quarter of 2022.

    ●
    The Company’s expectations that the funds provided by the IPO will allow it to also fund engineering and regulatory work for its telehealth product, to achieve FDA 510(k) submission of the telehealth product in the fourth quarter of 2022 and to ready the product for limited market release in the second quarter of 2023.

    ●
    The valuations of comparable companies that completed or launched initial public offerings in the second and third quarters of 2021 as well as such companies’ performance in the months following their initial public offerings, which valuations reflected increases from the last private rounds of equity financing prior to such initial public offerings, i.e. reflecting step-up multiples in the initial public offering.

    ●
    The successful com

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HEARTBEAM, INC.

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

October 12, 2021

Mary Mast

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    HeartBeam, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed October 4, 2021

    File No. 333-259358

Dear Ms. Mast:

By letter dated October 7, 2021, the staff (the
“Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the
“Commission”) provided HeartBeam, Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on October
4, 2021. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your
convenience, the comments are listed below, followed by the Company’s responses.

Amendment No. 1 to Registration Statement on Form S-1 filed October
4, 2021

Business

Preparations for FDA Clearance Submissions and Design for Manufacturing,
page 59

 1. We note your disclosure that you have a contract with Ximedica to prepare your ER product for FDA 510(k)
clearance submission. Please discuss the principal terms of this agreement and file the agreement as an exhibit. See Items 101(h)(4) and
601(b)(10) of Regulation S-K.

Response:

We have added the principal terms of
the Ximedica agreement for our ER product and attached the agreement as Exhibit 10.4.

Executive Compensation

Summary Compensation Table, page 66

 2. In the summary compensation table, please include all compensation and related information. See Item 402(n)
of Regulation S-K. For example, please include the unvested service warrants as disclosed in the beneficial ownership table on page 74
or advise.

Response:

We have included the unvested service
warrants for Dr. Vajdic in footnote 2 of the Summary Compensation Table Stock Awards.

Director Compensation, page 67

 3. Please revise the table to include the information required by Item
402(r) of Regulation S-K. For example please reconcile the compensation in the table with the amounts disclosed in the beneficial ownership
table on page 74, including compensation to Willem Pieter Elfrink and other stock options granted to directors or advise.

Response:

We have added notes to the Director Compensation
table reconciling the 27,272 options granted to Mr. Ferrari and Ms. Ortigas-Wedekind in 2020 to the total options in the beneficial ownership
table which also include 2021 grants.

We advise that Mr. Elfrink had no 2020
grants or fees earned or paid and was therefore not included in the Director Compensation table. The amounts included in the beneficial
ownership table include a 2021 grant of 43,636 options, with the balance of his grants and the unvested service warrants granted pre-2020.

Outstanding Equity Awards at Fiscal Year-End 2020, page
67

 4. Please reconcile the information in the table, including the option exercise price, with your disclosure
regarding stock options on pages 74 and F-14 or advise. See Item 402(p) of Regulation S-K.

Response:

We have updated our Outstanding Equity Awards to include unexercised
and unvested option awards and their related option exercise price that agrees with the disclosures on page 74 and F-14.

    2

Certain Relationships and Related Transactions, page 75

 5. Please describe each transaction and disclose the name of the related party, the basis on which the person
is a related party and the approximate dollar value. See Item 404 of Regulation S-K. For example, please provide this disclosure for purchases
by related parties in the 2015 Notes and other investments. In addition, please include the milestone warrants as described in Part II
of the registration statement or advise.

Response:

Our related parties are our Directors
and Officers. We have added a table showing their name and title and the dollar value of their investment that corresponds to the periods
as of June 30, 2021, December 31, 2020, and 2019, respectively.

We advise that the service warrants have
been included in the compensation disclosures on pages 66 and 67 and are not part of Related Transactions in this section.

We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information of the Securities Exchange
Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating
to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures that they have made.

The company
acknowledges that

 ● The
                                            company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff
                                            comments or changes to disclosure in response to staff comments do not foreclose the Commission
                                            from taking any action with respect to the filing; and

 ● The
                                            company may not assert staff comments as a defense in any proceeding initiated by the Commission
                                            or any person under the federal securities laws of the United States.

Thank you for your
assistance in reviewing this filing.

Very Truly Yours,

    /s/ Branislav Vajdic

    Branislav Vajdic

    Chief Executive Officer

    HeartBeam, Inc.

    2118 Walsh Avenue, Suite 210

    Santa Clara, CA 95050

3

United States securities and exchange commission logo
October 7, 2021
Branislav Vajdic
Chief Executive Officer
HeartBeam, Inc.
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
Re:HeartBeam, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 4, 2021
File No. 333-259358
Dear Dr. Vajdic:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed October 4, 2021
Business
Preparations for FDA Clearance Submissions and Design for Manufacturing, page 59
1.We note your disclosure that you have a contract with Ximedica to prepare your ER
Product for FDA 510(k) clearance submission. Please discuss the principal terms of this
agreement and file the agreement as an exhibit. See Items 101(h)(4) and 601(b)(10) of
Regulation S-K.
Executive Compensation
Summary Compensation Table, page 66
2.In the summary compensation table, please include all compensation and related
information. See Item 402(n) of Regulation S-K. For example, please include the unvested

 FirstName LastNameBranislav Vajdic
 Comapany NameHeartBeam, Inc.
 October 7, 2021 Page 2
 FirstName LastName
Branislav Vajdic
HeartBeam, Inc.
October 7, 2021
Page 2
service warrants as disclosed in the beneficial ownership table on page 74 or advise.
Director Compensation, page 67
3.Please revise the table to include the information required by Item 402(r) of Regulation S-
K. For example, please reconcile the compensation in the table with the amounts disclosed
in the beneficial ownership table on page 74, including compensation to Willem Pieter
Elfrink and other stock options granted to directors or advise.
Outstanding Equity Awards at Fiscal Year-End 2020, page 67
4.Please reconcile the information in the table, including the option exercise price, with your
disclosure regarding stock options on pages 74 and F-14 or advise.  See Item 402(p) of
Regulation S-K.
Certain Relationships and Related Transactions, page 75
5.Please describe each transaction and disclose the name of the related party, the basis on
which the person is a related party and the approximate dollar value. See Item 404 of
Regulation S-K. For example, please provide this disclosure for purchases by related
parties in the 2015 Notes and other investments. In addition, please include the milestone
warrants as described in Part II of the registration statement or advise.
            You may contact Mary Mast at 202-551-3613 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tom Kluck at 202-551-3233 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott Linsky, Esq.

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HEARTBEAM,
INC.

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

October 4, 2021

Mary Mast

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    HeartBeam, Inc.

    Registration Statement on Form S-1

    Filed September 7, 2021

    File No. 333-259358

Dear Ms. Mast:

By letter dated September 14, 2021, the staff
(the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission
(the “Commission”) provided HeartBeam, Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Registration Statement on Form S-1 filed on September 7, 2021. We
are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience,
the comments are listed below, followed by the Company’s responses.

Registration Statement on Form S-1, Filed September 7, 2021

Dilution, page 35

1. We note your response to comment 4 and your revised disclosure in the dilution section. Please reconcile
the statement that, “The amount of Common Stock outstanding excludes Common Stock issuable on a Qualified Financing such as this
IPO, at a conversion price equal to seventy (70)% of the price per share in the public offering” and your disclosure that, “…
and after the conversion of the Convertible Notes (and interest) through this Qualified Financing (as defined in the Convertible Notes),
the Company’s pro forma as adjusted net tangible book value as of , 2021 would have been $ or $ per share” or advise.

Response:

We have updated our dilution section
to clarify the impact of the notes by adding a pro-forma historical tangible book value in the table, which highlights the impact of
the conversion of the notes in a Qualified Financing such as this IPO. As a result, the increase in pro forma net tangible book value
is tied directly to this transaction and defined in the paragraph introducing the table as follows:

“After giving effect to the Company’s
sale of all of the 2,750,000 shares of Common Stock offered in this offering (giving no value to the Warrants) at an assumed public
offering price of $6.00 per share after deducting estimated underwriting discounts and commissions and the Company’s estimated offering
expenses, and after the Company’s pro forma as adjusted net tangible book value as of June 30, 2021, would have been $14,625,000
or $1.93 per share. This represents an immediate increase in net tangible book value of $1.95 per share to the Company’s existing
stockholders, and an immediate dilution in net tangible book value of $4.07 per share to new investors.”

Business Overview

FDA Regulatory Path, page 48

2. On page 48 you state: “We have finished an internal pilot study on 40 subjects and the results indicate
that our synthesized 12-lead ECG is a better match to the standard 12-lead ECG recording than the FDA cleared synthesized 12-lead ECG
device that is in the market.” Please revise to provide the details of this study.

Response:

We have deleted references
to this study at this time.

We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information of the Securities Exchange
Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating
to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures that they have made.

The company acknowledges that

 ● The company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 ● The company may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Thank you for your assistance in reviewing this
filing.

Very Truly Yours,

Branislav Vajdic

Chief Executive Officer

HeartBeam, Inc.

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

United States securities and exchange commission logo
September 14, 2021
Branislav Vajdic
Chief Executive Officer
HeartBeam, Inc.
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
Re:HeartBeam, Inc.
Registration Statement on Form S-1
Filed September 7, 2021
File No. 333-259358
Dear Dr. Vajdic:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 21, 2021 letter.
Registration Statement on Form S-1, Filed September 7, 2021
Dilution, page 35
1.We note your response to comment 4 and your revised disclosure in the dilution section.
Please reconcile the statement that, "The amount of Common Stock outstanding excludes
Common Stock issuable on a Qualified Financing such as this IPO, at a conversion price
equal to seventy (70)% of the price per share in the public offering" and your disclosure
that, "... and after the conversion of the Convertible Notes (and interest) through this
Qualified Financing (as defined in the Convertible Notes), the Company’s pro forma as
adjusted net tangible book value as of         , 2021 would have been $        or $        per
share" or advise.

 FirstName LastNameBranislav Vajdic
 Comapany NameHeartBeam, Inc.
 September 14, 2021 Page 2
 FirstName LastName
Branislav Vajdic
HeartBeam, Inc.
September 14, 2021
Page 2
Business
Overview
FDA Regulatory Path, page 48
2.On page 48 you state: “We have finished an internal pilot study on 40 subjects and the
results indicate that our synthesized 12-lead ECG is a better match to the standard 12-lead
ECG recording than the FDA cleared synthesized 12-lead ECG device that is in the
market.” Please revise to provide the details of this study.
            You may contact Mary Mast at 202-551-361 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Tom Kluck at 202-551-3233 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott Linsky, Esq.

CORRESP
1
filename1.htm

HEARTBEAM, INC.

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

September 7, 2021

David Burton

U.S. Securities & Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: HeartBeam, Inc.

Amendment No. 2 to Draft Registration Statement
on Form S-1

Submitted July 9, 2021

CIK No. 0001779372

Dear Mr. Burton:

By letter dated July 21, 2021, the staff (the “Staff,”
“you” or “your”) of the U.S. Securities & Exchange Commission (the “Commission”)
provided HeartBeam, Inc. (the “Company,” “we,” “us” or “our”)
with its comments to the Company’s Draft Registration Statement on Form S-1 Amendment No. 1 submitted on July 9, 2021. We are in
receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the
comments are listed below, followed by the Company’s responses.

Amendment No. 1 to Draft Registration
Statement on Form S-1, Submitted July 9, 2021

Use of Proceeds, page 32

1. We note your response to our prior comment 7. Please revise the Use of Proceeds to state, as you do on page 13, that you will need
to secure additional financing in order to fund your first FDA clearance process and market launch and thus will not achieve these actions
using solely proceeds. If material amounts of other funds are necessary to accomplish the specified purposes, provide an estimate of the
amounts of such other funds and the sources thereof.

Response: The risk factor on page 13 of S-1 Amendment
1 does not include the proceeds from this offering; these proceeds as currently noted in the Use of Proceeds section, fund our first FDA
clearances as well as the commercial launch of our ER product.

We have expanded our disclosure to address additional
funding needs in addition to this offering.

Dilution, page 35

2. We note the revisions made in your response to comment 8. However, the intent of its issuance was directed to how the table was formatted
– i.e., the placement of “historical net tangible book value per share” should be situated above pro forma net tangible
book value. Please make the appropriate revision.

Response: We have added “historical net tangible
book value per share” into the table in the format requested.

HEARTBEAM, INC.

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

Executive Compensation, page 64

3. We note your response to our prior comment 13, which we reissue. Please revise the Director Compensation table to disclose by footnote
to the appropriate column the aggregate number of option awards outstanding at fiscal year-end for fiscal year 2020 pursuant to the Instruction
to Item 402(r)(2)(iii) and (iv) of Regulation S-K.

Response: We have added disclosure regarding
option awards outstanding at December 31, 2020.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 81

4. We note your response to comment 9 and revised disclosure. In the Dilution section, please disclose whether the amount of common stock
outstanding excludes the amount of common stock that could be issued upon conversion of the 2015 Notes at a conversion price equal to
seventy percent of the price per share in the public offering.

Response: We have expanded the Dilution
section disclosure noting that the historical amount of common stock outstanding excludes the amount of the common stock that could be
issued upon conversion of the 2015 notes at a conversion price equal to seventy (70)% of the price per share in the public offering.

Note 6 - Stock-based Compensation,
page F-14

5. We note your response to comment 16 in addressing the differences between recent valuations of your common stock to an unknown offering
price. However, we will analyze your response after an estimated offering price or range has been determined. In this regard, please address
in a revised response the reasons for differences between the fair value attributed to your common stock in recent equity issuances and
your initial public offering price, once a price or range has been determined.

Response: We will further address the
valuation of our common stock once an estimated offering price or range has been determined.

The company acknowledges that:

● The company is responsible for the adequacy and accuracy
of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance
in reviewing this filing.

Very Truly Yours,

    /s/ Branislav Vajdic

    Branislav Vajdic

    Chief Executive Officer

    HeartBeam, Inc.

United States securities and exchange commission logo
July 21, 2021
Branislav Vajdic
Chief Executive Officer
HeartBeam, Inc.
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
Re:HeartBeam, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 9, 2021
CIK No. 0001779372
Dear Dr. Vajdic:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1, Submitted July 9, 2021
Use of Proceeds, page 32
1.We note your response to our prior comment 7. Please revise the Use of Proceeds to state,
as you do on page 13, that you will need to secure additional financing in order to fund
your first FDA clearance process and market launch and thus will not achieve these
actions using solely proceeds. If material amounts of other funds are necessary to
accomplish the specified purposes, provide an estimate of the amounts of such other funds
and the sources thereof.

 FirstName LastNameBranislav Vajdic
 Comapany NameHeartBeam, Inc.
 July 21, 2021 Page 2
 FirstName LastName
Branislav Vajdic
HeartBeam, Inc.
July 21, 2021
Page 2
Dilution, page 35
2.We note the revisions made in your response to comment 8.  However, the intent of its
issuance was directed to how the table was formatted – i.e., the placement of “historical
net tangible book value per share” should be situated above pro forma net tangible book
value.  Please make the appropriate revision.

Executive Compensation, page 64
3.We note your response to our prior comment 13, which we reissue. Please revise the
Director Compensation table to disclose by footnote to the appropriate column the
aggregate number of option awards outstanding at fiscal year-end for fiscal year 2020
pursuant to the Instruction to Item 402(r)(2)(iii) and (iv) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
81
4.We note your response to comment 9 and revised disclosure. In the Dilution section,
please disclose whether the amount of common stock outstanding excludes the amount of
common stock that could be issued upon conversion of the 2015 Notes at a conversion
price equal to seventy percent of the price per share in the public offering.
Note 6 - Stock-based Compensation, page F-14
5.We note your response to comment 16 in addressing the differences between recent
valuations of your common stock to an unknown offering price.  However, we will
analyze your response after an estimated offering price or range has been determined.  In
this regard, please address in a revised response the reasons for differences between the
fair value attributed to your common stock in recent equity issuances and your initial
public offering price, once a price or range has been determined.

            You may contact David Burton at 202-551-3626 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Tom Kluck at 202-551-3233 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott Linsky, Esq.

United States securities and exchange commission logo
June 11, 2021
Branislav Vajdic
Chief Executive Officer
HeartBeam, Inc.
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
Re:HeartBeam, Inc.
Draft Registration Statement on Form S-1
Submitted May 14, 2021
CIK No. 0001779372
Dear Dr. Vajdic:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, Submitted May 14, 2021
Cover Page
1.Please provide the Dealer Prospectus Delivery Obligation required by Item 502(b) of
Regulation S-K.
2.We note that you have checked the Rule 415 box on your outside cover page, yet
disclosures elsewhere indicate that this is a firm commitment, underwritten offering.
Please advise or revise. Please also check the box for emerging growth company if you
believe you are an emerging growth company.

 FirstName LastNameBranislav Vajdic
 Comapany NameHeartBeam, Inc.
 June 11, 2021 Page 2
 FirstName LastName
Branislav Vajdic
HeartBeam, Inc.
June 11, 2021
Page 2
Market Overview, page 1
3.Please revise to define the connected health market on page 1, including by describing the
types of companies that make up the $150 billion projected market.
Summary, page 1
4.Please discuss in the summary whether your products require FDA approval.
Clinical Data, page 5
5.Please consider removing your trial data on pages 5-6 from the Summary as these trials
require further detail and such detail is not appropriate for the Summary. To the extent
you retain such disclosure, please provide a brief explanation of the disclosed p-values
and how p-values are used to measure statistical significance and provide p-values for all
studies powered for statistical significance. For the HIDES and B Score studies, please
provide the gains referenced on page 2, the number of cardiologists on the panel, and any
other pertinent information concerning the methodology or results. Please also include the
number of participants for the ISPEC Study and Atrial Fibrillation and Atrial Flutter
detection study and quantify the meaning of your statement that your technology
“matched the diagnostic performance of expert cardiologists.” Please provide a more
detailed discussion of this information in the Business section. Ensure this disclosure
supports your statement on page 1 that both of your products have been validated in two
medical studies.
6.We note your comparison on page 6 to the AliveCor Kardia system. To the extent you did
not perform a head-to-head study of the AliveCor Kardia system, please remove such
comparisons as comparisons to available products and other product candidates are not
appropriate unless you have conducted head-to-head trials.
Use of Proceeds, page 32
7.Please revise to disclose an estimate of how far in your development and
commercialization of your prototype products and the development of additional products
the proceeds from this offering will allow you to reach with respect to each product. Also,
please disclose the total estimated cost of each of the specified purposes for which the net
proceeds are intended to be used, and, if material amounts of other funds are necessary to
accomplish the specified purposes, provide an estimate of the amounts of such other funds
and the sources thereof.
Dilution, page 35
8.Please revise the table on page 35 to present historical net tangible book value per share
prior to the pro forma net tangible book value per share.

 FirstName LastNameBranislav Vajdic
 Comapany NameHeartBeam, Inc.
 June 11, 2021 Page 3
 FirstName LastName
Branislav Vajdic
HeartBeam, Inc.
June 11, 2021
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
37
9.Please revise page 39 to disclose the principal terms of your 2015 convertible notes,
including, the parties to the notes, the amount of shares they convert into, the maturity
date, interest rate, the grounds for conversion and the outstanding balance thereof.
Business, page 41
10.You state that your technology is based on the concept of vectorcardiography and that
your ER product converts a 12 lead ECG to a VCG representation, but this technology is
no longer used because of the difficulty in interpreting the output. Please revise page 42 or
elsewhere to more clearly explain how your technology overcomes this hurdle.
11.Please describe how you tested the synthesized 12 lead ECG in your telehealth system and
the converted VCG representation in your ER product to ensure that each is consistent
with the original metric obtained from the patient, i.e., either the vector signals used in the
telehealth system or the 12 lead ECG in the ER setting, respectively.

12.Please revise page 47 to describe the type of patent protection for each patent and
application, patent expiration dates and jurisdiction(s) covered. Please also describe the
aspects of your technology that the patents relate to.
Executive Compensation, page 57
13.Please revise the Director Compensation table to disclose by footnote to the appropriate
column the aggregate number of option awards outstanding at fiscal year-end pursuant to
Instruction to Item 402(R)(2)(iii) and (iv) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 64
14.We note that the beneficial ownership table on page 64 discloses that Branislav Vajdic
and Mirjana Vajdic beneficially own 21.63% and 16.83%, respectively, of your
outstanding common stock. To the extent these two individuals could be expected to
jointly influence shareholder actions, please provide a risk factor describing such risk.
Certain Relationships and Related Party Transactions, page 65
15.Please revise to provide the name of the related party for each transaction.
Note 6 - Stock-based Compensation, page F-14
16.Once you have an estimated offering price or range, please provide us an analysis
explaining the reasons for the differences between recent valuations of your common
stock leading up to the initial public offering and the estimated offering price.  This
information will help facilitate our review of your accounting for equity issuances,

 FirstName LastNameBranislav Vajdic
 Comapany NameHeartBeam, Inc.
 June 11, 2021 Page 4
 FirstName LastName
Branislav Vajdic
HeartBeam, Inc.
June 11, 2021
Page 4
including the stock options, warrants and other stock-based compensation, as well as
beneficial conversion features.  Please discuss with the staff how to submit your response.

Item 15. Recent Sales of Unregistered Securities, page II-2
17.Please revise page II-1 to include all information as to all securities sold by the Company
within the past three years which were not registered under the Securities Act, as required
by Item 701 of Regulation S-K. We note that you disclose that 2015 convertible notes
were issued in the past two years, for instance.
General
18.Please provide the information required by Items 102 and 103 of Regulation S-K.
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact David Burton at 202-551-3626 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Tom Kluck at 202-551-3233 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott Linsky, Esq.