HeartBeam Inc

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

Previously Identified Material Weaknesses in Internal Control Over Financial Reporting

We identified a material weaknesses in our internal control over financial reporting in prior years. These previously identified material weaknesses included: (i) lack of formal risk assessment under COSO framework (ii) policies and procedures which are not yet adequately documented, (iii) lack of proper approval processes and review processes and documentation for such reviews, (iv) insufficient GAAP experience regarding complex transactions and reporting, and (v) insufficient number of staff to maintain optimal segregation of duties and levels of oversight.

Commencing in July 2023 and during the 2024 fiscal year, we undertook specific remediation actions to address these material weaknesses in our financial reporting. We established more robust processes related to the review of complex accounting transactions, the preparation of account reconciliations and the review of journal entries. These remediation actions included hiring a Controller in July 2023; executing plans to remediate control deficiencies; performing a risk assessment under the COSO framework; ensuring optimal segregation of duties and levels of oversight; and hiring a Chief Financial Officer in September 2024, who has extensive experience leading public entities.

As a result of the remediation activities and controls in place as of December 31, 2024, as described above, we have remediated these previously disclosed material weaknesses. While completion of this remediation does not provide assurance that our remediated controls will continue to operate properly, that other material weaknesses will not arise or that our financial statements will be free from error, based on our assessment, the material weaknesses have been remediated as of December 31, 2024, and we will continue to refine our control policies and procedures.

Changes in Internal Control

Except as described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.