HeartSciences Inc. Reports Equity Sales & Officer Changes

TL;DR

HSCS sold equity, changed officers. Watch for dilution.

AI Summary

HeartSciences Inc. filed an 8-K on January 21, 2025, reporting on unregistered sales of equity securities and changes in directors and officers. The filing also includes financial statements and exhibits related to events on January 16, 2025. The company, formerly Heart Test Laboratories, Inc., is incorporated in Texas and operates in the orthopedic, prosthetic & surgical appliances & supplies sector.

Why It Matters

This filing indicates potential dilution from equity sales and changes in the company's leadership, which could impact investor confidence and strategic direction.

Risk Assessment

Risk Level: medium — Unregistered equity sales can lead to dilution, and changes in officers can signal internal shifts or strategic adjustments.

Key Numbers

• 001-41422 — SEC File Number (Identifies the company's filing history with the SEC.)
• 26-1344466 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• HeartSciences Inc. (company) — Registrant
• Heart Test Laboratories, Inc. (company) — Former company name
• January 16, 2025 (date) — Earliest event reported
• January 21, 2025 (date) — Date of report
• Texas (state) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — s") to purchase shares of common stock, $0.001 par value per share ("Common Stock"), t
• $3.33 — ptions, which have an exercise price of $3.33 per share, will vest over three years,

Filing Documents

• hscs-20250116.htm (8-K) — 55KB
• 0000950170-25-007314.txt ( ) — 201KB
• hscs-20250116.xsd (EX-101.SCH) — 45KB
• hscs-20250116_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information described under Item 5.02 below is incorporated by reference in this Item 3.02. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Executive Officer Option Awards On January 16, 2025, the compensation committee (the "Compensation Committee") of HeartSciences Inc.'s (the "Company") board of directors approved an award of stock options ("Options") to purchase shares of common stock, $0.001 par value per share ("Common Stock"), to the Company's executive officers as follows: 45,000 Options to Andrew Simpson, the Company's President, Chief Executive Officer, and Chairman of the Board of Directors, 45,000 Options to Mark Hilz, the Company's Chief Operating Officer, Secretary and Director, and 9,000 Options to Danielle Watson, the Company's Chief Financial Officer and Treasurer. These Options, which have an exercise price of $3.33 per share, will vest over three years, with one-third vesting on January 16, 2026 and the remaining two-thirds vesting in eight equal installments thereafter beginning on April 16, 2026 and on each subsequent three-month anniversary of such date. The vesting of these Options may accelerate upon the Company's achievement of U.S. Food and Drug Administration approval or regulatory clearance of the Company's MyoVista wavECG device or AI-ECG algorithm (subject to certain requirements) (or similar such product owned by the Company). These Options were awarded pursuant to the form of the Company's Incentive Stock Option Agreement (the "ISO Stock Option Agreement") and the Company's 2023 Equity Incentive Plan (the "Equity Incentive Plan") previously filed by the Company as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on March 16, 2023, and the above summary of the terms of these Options is qualified i

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Form of HeartSciences Inc.'s (fka Heart Test Laboratories, Inc.) Incentive Stock Option Agreement under Heart Test Laboratories Inc.'s 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on March 23, 2023) 10.2 Form of HeartSciences Inc.'s (fka Heart Test Laboratories, Inc.) Non-Qualified Stock Option Agreement under Heart Test Laboratories Inc.'s 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on March 23, 2023) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Management contract or compensatory plan or arrangement.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEART TEST LABORATORIES, INC. Date: January 21, 2025 By: /s/ Andrew Simpson Name: Title: Andrew Simpson President, Chief Executive Officer and Chairman of the Board of Directors

View Full Filing

View this 8-K filing on SEC EDGAR