Form SC 13G - Statement of acquisition of beneficial ownership by individuals
December 11 2023 - 8:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
HEART TEST LABORATORIES,
INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
42254E104
(CUSIP Number)
November 15, 2023
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13G
CUSIP No. 42254E104
Person 1
| (1) |
Names of reporting persons
Matthews Holdings Southwest Inc.
EIN 75-2321197 |
| (2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
| (3) |
SEC use only
|
| (4) |
Citizenship or place of organization:
Texas |
|
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(5) |
Sole voting power
5,241,758(1) |
| (6) |
Shared voting power
0 |
| (7) |
Sole dispositive power
5,241,758(1) |
| (8) |
Shared dispositive power
0 |
| (9) |
Aggregate amount beneficially owned by each reporting person
5,241,758(1) |
| (10) |
Check if the aggregate amount in Row (9) excludes certain
shares (see instructions)
☐ |
| (11) |
Percent of class represented by amount in Row (9)
8.1%(1) |
| (12) |
Type of reporting person (see instructions)
CO |
| (1) | John H. Matthews (the “Reporting Person”), as sole
controlling shareholder of Matthews Holdings Southwest, Inc., has sole voting and dispositive power over all such shares. The Reporting
Person’s ownership consists of (i) 3,972,549 shares of common stock, and (ii) 1,269,209 shares of common stock issuable
upon exercise of certain warrants, MSW Warrants, or Pre-Funded Bridge Warrants. |
Person 2
| (1) |
Names of reporting persons
John H. Matthews |
| (2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b)
☐ |
| (3) |
SEC use only
|
| (4) |
Citizenship or place of organization:
United States |
|
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(5) |
Sole voting power
5,241,758(1) |
| (6) |
Shared voting power
0 |
| (7) |
Sole dispositive power
5,241,758(1) |
| (8) |
Shared dispositive power
0 |
| (9) |
Aggregate amount beneficially owned by each reporting person
5,241,758(1) |
| (10) |
Check if the aggregate amount in Row (9) excludes certain
shares (see instructions)
☐ |
| (11) |
Percent of class represented by amount in Row (9)
8.1%(1) |
| (12) |
Type of reporting person (see instructions)
IN |
| Item 1. |
(a) Name of Issuer:
Heart Test Laboratories, Inc.
(b) Address of Issuer’s Principal Executive Offices:
550 Reserve St, Suite 360
Southlake, Texas 76092 |
| Item 2. |
(a) Name of Person Filing
Matthews Holdings Southwest Inc.
(b) Address of principal business office or, if none, residence:
320 W. Main St., Lewisville, TX 75057-3866
(c) Citizenship:
The Reporting Person is a Texas Corporation
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number:
42254E104 |
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable |
| Item 4. |
Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 5,241,758
(b) Percent of class: 8.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,241,758
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of: 5,241,758
(iv) Shared power to dispose or to direct the
disposition of: 0 |
| Item 5. |
Ownership of Five Percent or Less of a Class.
Not Applicable |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable |
| Item 8. |
Identification and Classification of Members of the Group.
Not Applicable |
| Item 9. |
Notice of Dissolution of Group.
Not Applicable |
| Item 10. |
Certification.
Not Applicable |
SCHEDULE 13G
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
|
| Dated: December 11, 2023 |
|
| |
|
| /s/ John H. Matthews |
|
| John H. Matthews |
|
Matthews
Holdings Southwest Inc.
| By: |
/s/ John H. Matthews |
|
| |
Name: |
John H. Matthews |
|
| |
Title: |
Chief Executive Officer |
|
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