Heart Test Labs Files Definitive Additional Proxy Materials

TL;DR

**Heart Test Labs just dropped new proxy docs, pay attention to upcoming votes.**

AI Summary

Heart Test Laboratories, Inc. filed a DEFA14A on January 18, 2024, which is an amendment to a proxy statement. This filing indicates that the company is providing definitive additional materials related to a proxy statement, likely for an upcoming shareholder meeting. For investors, this means there's new, important information regarding voting matters or proposals that could impact the company's governance or future direction, and they should review these materials carefully before making any decisions about their shares.

Why It Matters

This filing signals that shareholders of Heart Test Laboratories, Inc. have new information to consider regarding company decisions, which could influence their voting and investment choices.

Risk Assessment

Risk Level: low — This filing is an informational update and does not inherently present a direct financial risk, but rather provides additional context for future decisions.

Analyst Insight

An investor should review the full proxy statement and these additional materials to understand the proposals being voted on and how they might affect their investment in Heart Test Laboratories, Inc.

Key Players & Entities

• Heart Test Laboratories, Inc. (company) — the registrant filing the DEFA14A
• January 18, 2024 (date) — the filing date of the DEFA14A
• 001-41422 (string) — SEC file number for Heart Test Laboratories, Inc.
• 550 RESERVE ST, SUITE 360 (string) — business address of Heart Test Laboratories, Inc.
• 682-237-7781 (string) — business phone number of Heart Test Laboratories, Inc.

FAQ

Key Financial Figures

• $0.001 — 6,305 shares of common stock, par value $0.001 per share (the “Common Stock&#x2

Filing Documents

• defa14a_annual_mtg_adj_8.htm (DEFA14A) — 138KB
• 0000950170-24-005190.txt ( ) — 139KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On January 17, 2024, Heart Test Laboratories, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the eight proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2023 (the “Proxy Statement”). Of the Company’s 53,886,305 shares of common stock, par value $0.001 per share (the “Common Stock”) outstanding, and Series C preferred stock, par value $0.001 per share, on an as converted basis outstanding and entitled to vote at the Annual Meeting, 29,299,177, or 54.37%, of the outstanding shares, were present either in person or by proxy. The results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are as follows: Proposal 1: Election of Directors Proposal The following two Class I nominees will serve for a three-year term expiring on the date of the Company’s 2026 Annual Meeting of Shareholders or until his successor is duly elected or his earlier resignation or removal, and the following two Class II nominees will serve for a three-year term expiring on the date of the Company’s 2027 Annual Meeting of Shareholders or until his successor is duly elected or his earlier resignation or removal. The voting with respect to the election of directors was as follows: Class I Directors Nominee Votes For Withheld Broker Non-Votes Brian Szymczak 22,817,292 437,448 6,044,437 Bruce Bent 22,800,131 454,609 6,044,437 Class II Directors Nominee Votes For Withheld Broker Non-Votes Mark Hilz 22,877,208 377,532 6,044,437 David R. Wel

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits.  Exhibit No. Description  99.1 Press Release dated January 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Additional Information and Where to Find It This Current Report on Form 8-K may be deemed solicitation material in respect of the Annual Meeting. This communication does not constitute a solicitation of any vote or approval. In connection with the Annual Meeting, the Company has filed with the SEC and has mailed or otherwise provided to its stockholders a proxy statement regarding the business to be conducted at the Annual Meeting. The Company may also file other documents with the SEC regarding the business to be conducted at the Annual Meeting. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING. The Company’s stockholders may obtain a free copy of the proxy statement and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov . The Company makes available free of charge on its investor relations website at ir.heartsciences.com copies of materials it files with, or furnishes to, the SEC. Participants in the Solicitation The Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company&

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are relating to the Company's future financial and operating performance. All statements, other than statements of historical facts, included herein are forward-looking statements including, among other things, statements about the Company’s beliefs and expectations. These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. The expectations reflected in these forward-looking statements involve significant assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Potential risks and uncertainties include, but are not limited to, risks discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the SEC on July 18, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023, filed with the SEC on December 14, 2023, and in the Company’s other filings with the SEC at www.sec.gov. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

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 18, 2024 By: /s/ Andrew Simpson Name: Title: Andrew Simpson President, Chief Executive Officer, and Chairman of the Board of Directors

View Full Filing

View this DEFA14A filing on SEC EDGAR