HeartSciences Inc. Enters Material Definitive Agreement

TL;DR

HeartSciences Inc. just signed a big deal, creating a new financial obligation.

AI Summary

On September 26, 2025, HeartSciences Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Heart Test Laboratories, Inc., is based in Southlake, Texas, and operates in the orthopedic, prosthetic & surgical appliances & supplies industry.

Why It Matters

This filing indicates a significant new financial commitment or obligation for HeartSciences Inc., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and financial obligations can introduce financial risks and uncertainties for a company.

Key Numbers

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

Key Players & Entities

• HeartSciences Inc. (company) — Registrant
• September 26, 2025 (date) — Date of earliest event reported
• Texas (location) — State of Incorporation
• Southlake (location) — City
• Heart Test Laboratories, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $500,000 — Agreement"), for the Company to borrow $500,000 from Front Range Ventures LLC ("FRV") a
• $50,000 — d such repayment shall not be less than $50,000 and shall first be applied to accrued i
• $3.50 — y (the "Units") at an offering price of $3.50 per Unit, for a maximum offering amount
• $15,000,000 — Unit, for a maximum offering amount of $15,000,000 worth of Units (collectively, the "Offe
• $0.001 — y's Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stoc
• $5.00 — common stock"), at an exercise price of $5.00 per share. As of October 1, 2025, the
• $6.7 million — 25, the Company has received a total of $6.7 million of gross proceeds, resulting in the iss
• $2,060,000 — ober 1, 2025, the Company has exchanged $2,060,000 in principal and $45,000 of accrued int
• $45,000 — s exchanged $2,060,000 in principal and $45,000 of accrued interest of the unsecured pr

Filing Documents

• hscs-20250926.htm (8-K) — 58KB
• hscs-ex10_1.htm (EX-10.1) — 46KB
• hscs-ex10_2.htm (EX-10.2) — 44KB
• 0001193125-25-227023.txt ( ) — 302KB
• hscs-20250926.xsd (EX-101.SCH) — 45KB
• hscs-20250926_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, HeartSciences Inc. (the "Company") entered into a Loan and Security Agreement on April 24, 2020 (the "Original Loan Agreement"), as amended by Amendment No. 1 to the Loan and Security Agreement, dated September 30, 2021 (the "No. 1 Amendment"), Amendment No. 2 to the Loan and Security Agreement, dated November 3, 2021 (the "No. 2 Amendment"), Amendment No. 3 to the Loan and Security Agreement, dated May 24, 2022 (the "No. 3 Amendment"), Amendment No. 4 to the Loan and Security Agreement, dated January 19, 2023 (the "No. 4 Amendment"), Amendment No. 5 to the Loan and Security Agreement, dated September 29, 2023 (the "No. 5 Amendment"), Amendment No. 6 to the Loan and Security Agreement, dated August 19, 2024 (the "No. 6 Amendment" and, collectively with the Original Loan Agreement, the No. 1 Amendment, the No. 2 Amendment, the No. 3 Amendment, the No. 4 Amendment and the No. 5 Amendment, the "Loan Agreement"), for the Company to borrow $500,000 from Front Range Ventures LLC ("FRV") as evidenced by a secured, non-convertible promissory note, dated April 24, 2020, as amended by the Amended and Restated Secured Promissory Note, dated September 29, 2023, and the Amended and Restated Secured Promissory Note dated August 19, 2024 (as amended, the "Note"). The Note accrued interest at a rate of 12% per annum, compounded annually, and had an original maturity date of September 30, 2021, which was subsequently amended to, among other things, extend the maturity date on several occasions. On September 26, 2025, the Company and FRV entered into Amendment No. 7 to the Loan Agreement (the "Amended Loan Agreement") and No. 3 Amended and Restated Secured Promissory Note (the "Amended Note"), pursuant to which the parties agreed to further extend the maturity date of the Note to September 30, 2026 (the "Maturity Date") and for the Company to pay the outstanding accrued interest under the Note as follow

01 Other Events

Item 8.01 Other Events. Regulation A Offering As previously disclosed, on February 12, 2025, the Company filed an Offering Statement on Form 1-A (File No. 024-12572) (as amended and supplemented from time to time, the "Form 1-A"), with the U.S. Securities and Exchange Commission (the "SEC") and which was qualified by the SEC on March 10, 2025, to register the offering of up to 4,285,714 units of the Company (the "Units") at an offering price of $3.50 per Unit, for a maximum offering amount of $15,000,000 worth of Units (collectively, the "Offering"). Each Unit consists of one share of the Company's Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock") and one warrant (each a "Warrant" and collectively the "Warrants") to purchase one share of the Company's common stock, $0.001 par value per share (the "common stock"), at an exercise price of $5.00 per share. As of October 1, 2025, the Company has received a total of $6.7 million of gross proceeds, resulting in the issuance of 1,912,383 Units, as a result of several closings of the Offering. As of October 1, 2025, holders of 1,331,044 shares of Series D Preferred Stock, received as part of the issued Units, have elected to convert such shares of Series D Preferred Stock into 1,331,044 shares of common stock (the "Reg A Issuance"). Debt Exchange As of October 1, 2025, the Company has exchanged $2,060,000 in principal and $45,000 of accrued interest of the unsecured promissory note issued to a certain third party for 597,578 shares of the Company's common stock, reducing the principal amount and accrued interest of such note by such amount, respectively (the "Debt Exchange"). As a result of the Reg A Issuance and the Debt Exchange, there are 3,069,635 shares of common stock issued and outstanding as of October 1, 2025.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1* Amendment No. 7 to Loan and Security Agreement by and between HeartSciences Inc. and Front Range Ventures LLC dated September 26, 2025. 10.2* No. 3 Amended and Restated Secured Promissory Note by and between HeartSciences Inc. and Front Range Ventures LLC dated September 26, 2025. 104** Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith.

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. HEARTSCIENCES INC. Date: October 1, 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