HSCSW HeartSciences Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2025

 

 

HEARTSCIENCES INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Texas			001-41422	26-1344466
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
550 Reserve Street, Suite 360
Southlake, Texas				76092
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 682 237-7781

 

n/a

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		HSCS		The Nasdaq Stock Market LLC
Warrants		HSCSW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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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 in its entirety by reference to the Equity Incentive Plan.

The foregoing summary of the terms of the form of the ISO Stock Option Agreement is incomplete and subject to, and qualified in its entirety by, the actual terms of the ISO Stock Option Agreement, which is attached hereto as Exhibit 10.1, and is hereby incorporated by reference.

Board of Directors Option Awards

On January 16, 2025, the Compensation Committee also approved an award of 6,000 Options to purchase Common Stock to each of the Company’s non-employee directors, Brian Szymczak, Bruce Brent and David R. Wells. These Options, which have an exercise price of $3.33 per share, will vest as follows: one-fourth having vested on January 16, 2025 and the remaining Options vesting in three equal installments thereafter on each subsequent three-month anniversary of such date. These Options were awarded pursuant to the form of the Company’s Non-Qualified Stock Option Agreement (the “NSO Stock Option Agreement”) and the Equity Incentive Plan, and the above summary of the terms of these Options is qualified in its entirety by reference to the Equity Incentive Plan.

The foregoing summary of the terms of the form of the NSO Stock Option Agreement is incomplete and subject to, and qualified in its entirety by, the actual terms of the NSO Stock Option Agreement, which is attached hereto as Exhibit 10.2, and is hereby incorporated by reference.

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.

 

 

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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

 

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v3.24.4

Document And Entity Information	Jan. 16, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2025
Entity Registrant Name	HEARTSCIENCES INC.
Entity Central Index Key	0001468492
Entity Emerging Growth Company	true
Entity File Number	001-41422
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	26-1344466
Entity Address, Address Line One	550 Reserve Street, Suite 360
Entity Address, City or Town	Southlake
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76092
City Area Code	682
Local Phone Number	237-7781
Entity Information, Former Legal or Registered Name	n/a
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	HSCS
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	HSCSW
Security Exchange Name	NASDAQ

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