Exhibit 4.1


 


	 	
    NUMBER: C-

    SHARES:

     

    SEE REVERSE FOR

    CERTAIN DEFINITIONS

    CUSIP 541714



 


HEARTBEAM, INC.


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


COMMON
STOCK


 


This Certifies that


is the owner of


 


FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF


 


HEARTBEAM, INC.


(THE
“COMPANY”)


 


transferable on the books
of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar.


 


	 	 	 	 	 	 	 
	Transfer Agent	 	 	
    _________________,

    HeartBeam, Inc.
	 	 	
    _________________,

    HeartBeam, Inc.

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	HEARTBEAM, INC.	 	 	 


 


The Company will furnish
without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities
(copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof
assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations:






 






     


     


    

 


	TEN COM	 	—as tenants in common	 	UNIF GIFT MIN ACT—	 	 	 	Custodian	 	 
	TEN ENT	 	—as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	 	—as joint tenants with right 

of survivorship and not as tenants in common	 	 	 	under Uniform Gifts to Minors Act 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(State)


 


Additional abbreviations
may also be used though not in the above list.


 


For value received,  
                           hereby sells, assigns and transfers
unto


 


	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	 
	 
	
     

    Shares of the capital stock represented by the Certificate,
    and hereby irrevocably constitutes and appoints

	 
	 
	 
	Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.
	 
	Dated:

                                  

	 
	
     

    NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
    CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
    WHATEVER.

	
     

    Signature(s) Guaranteed:

     

	By

                                  

	 
	
     

    THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
    GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
    MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).