HSCS HeartSciences Inc

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 March 20, 2023, Heart Test Laboratories, Inc.’s (the “Company”) board of directors (the “Board”) 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: 300,000 Options to Andrew Simpson, the Company’s President, Chief Executive Officer, and Chairman of the Board, 300,000 Options to Mark Hilz, the Company’s Chief Operating Officer, Secretary and Director, and 75,000 Options to Danielle Watson, the Company’s Chief Financial Officer and Treasurer. These Options, which have an exercise price of $0.97 per share, will vest over three years, with one-third vesting on March 20, 2024 and the remaining two-thirds vesting in eight equal installments thereafter beginning on June 20, 2024 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 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 March 20, 2023, the Board also approved an award of 50,000 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 $0.97 per share, will vest over twelve months, with one-fourth vesting on June 20, 2023 and the remaining three-fourths 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.