Heartsciences Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — f shares of the Company's common stock, $0.001 par value per share (the "Common Stock"
• $250,000 — mmediately vest if the Company achieves $250,000 or more of revenue in any fiscal quarte

Filing Documents

• ea0267735-8k_heartsci.htm (8-K) — 40KB
• ea026773501ex10-1_heartsci.htm (EX-10.1) — 11KB
• 0001213900-25-116128.txt ( ) — 262KB
• hscs-20251128.xsd (EX-101.SCH) — 3KB
• hscs-20251128_def.xml (EX-101.DEF) — 26KB
• hscs-20251128_lab.xml (EX-101.LAB) — 36KB
• hscs-20251128_pre.xml (EX-101.PRE) — 25KB
• ea0267735-8k_heartsci_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure required by this Item is included in Item 5.02 of this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference. Based in part upon the representations of the applicable officers and directors of HeartSciences Inc. (the "Company"), the offering and issuance of the Equity Awards (as defined below), will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or Rule 506(b) of Regulation D promulgated thereunder, and/or Rule 701 promulgated thereunder and applicable state securities laws.

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment No. 3 to the Company's Equity Incentive Plan On November 28, 2025, the Company's Board of Directors (the "Board") approved an amendment to the Company's 2023 Equity Incentive Plan (as amended, the "Plan") to increase the maximum aggregate number of shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), that may be issued under the Plan to 1,250,000 shares of Common Stock (the "Plan Amendment"). The number of shares of Common Stock available for issuance under the Plan will be subject to automatic increase on the first day of each fiscal year of the Company beginning with fiscal year beginning May 1, 2026, so that the number of shares of Common Stock available for issuance under the Plan is equal to the lesser of: (i) 25% of the total number of shares of all classes of Common Stock and preferred stock of the Company as converted to Common Stock outstanding on the last day of the immediately preceding fiscal year, and (ii) a lesser number of shares of Common Stock determined by the Administrator (as defined in the Plan). The Plan Amendment is subject to the Company's receipt of shareholder approval of the Plan Amendment and shall be considered and voted upon the shareholders of the Company at the Company's next annual meeting of shareholders. The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. RSUs and Share Awards On November 28, 2025, the Board approved the grant of the restricted shares of Common Stock and restricted stock unit (the "RSUs") awards to certain of the Company's executive officers, non-employee directors and employees (collectively, the "Equity Awar

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Exhibits Number Description 10.1* Amendment No. 3 to the HeartSciences Inc. 2023 Equity Incentive Plan. 104** Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. 2

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: November 28, 2025 By: /s/ Andrew Simpson Name: Andrew Simpson Title: President, Chief Executive Officer, and Chairman of the Board of Directors 3

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View this 8-K filing on SEC EDGAR