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): October 11, 2024

 

Heart Test Laboratories, 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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ☐

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 11, 2024, Heart Test Laboratories, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Formation (the “Certificate of Amendment”) with the Secretary of State of the State of Texas to change its corporate name to HeartSciences Inc. (the “Name Change”). The Name Change was approved by the Company’s shareholders at the Company’s Annual Meeting of Shareholders initially held on January 17, 2024.

 

The Company is currently awaiting confirmation from the Secretary of State of the State of Texas of the effectiveness of the Name Change on the state level. The Company expects to affect the Name Change in the market as soon as possible after such confirmation and will separately announce the effective date of the Name Change.

 

The Name Change will not affect the Company’s ticker symbols (HSCS, HSCSW) or the applicable CUSIP number for the Company’s public warrants and outstanding shares of common stock. The Company’s public warrants and the outstanding stock certificates for shares of the Company will not be affected by the Name Change and will continue to be valid on their terms and need not be exchanged. Other than the Name Change, there will be no changes to the Company’s Amended and Restated Certificate of Formation.

 

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
3.1*		Certificate of Amendment to the Amended and Restated Certificate of Formation of the Company.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*	Filed herewith.

 

 

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

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

TO THE

 

AMENDED AND RESTATED

 

CERTIFICATE OF FORMATION

 

OF

 

HEART TEST LABORATORIES, INC.

 

Pursuant to the provisions of the Texas Business Organizations Code, as amended (the “TBOC”), including Section 3.053, and the Bylaws, as amended and restated (the “Bylaws”), of Heart Test Laboratories, Inc., a Texas for-profit corporation (the “Corporation”), the Corporation hereby adopts this Certificate of Amendment (this “Certificate of Amendment”) to the Amended and Restated Certificate of Formation of the Corporation, as amended (the “Amended and Restated Certificate”). 

 

SECTION ONE

ENTITY INFORMATION

 

The name of the Corporation is Heart Test Laboratories, Inc. and it is a Texas for-profit corporation. The Corporation’s date of formation is August 16, 2007 and its assigned file number is 800859060.

 

SECTION TWO

AMENDMENT

 

This Certificate of Amendment amends Article One of the Amended and Restated Certificate to change the name of the Corporation. Article One of the Amended and Restated Certificate are hereby amended and restated in its entirety to read as follows:

 

“ARTICLE ONE

Entity Name and Type

 

The name of the corporation is HeartSciences Inc. (the “Corporation”) and the Corporation is a for-profit business corporation.”

 

SECTION THREE

STATEMENT OF APPROVAL

 

The amendment set forth in this Certificate of Amendment has been approved in the manner required by the TBOC and by the governing documents of the Corporation.

 

SECTION FOUR

EFFECTIVENESS OF FILING

 

This Certificate of Amendment shall become effective when it is filed by the Corporation with the Secretary of State of the State of Texas. 

SECTION FIVE

EXECUTION

 

The undersigned signs this Certificate of Amendment subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the Corporation to execute this Certificate of Amendment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, I have hereunto set my hand, this 10th day of October 2024. 

 

	HEART TEST LABORATORIES, INC.
	By:	/s/ Andrew Simpson
	Name:	Andrew Simpson
	Title:	President and Chief Executive Officer

 

[Signature Page to Certificate of Amendment]

 

 

v3.24.3

Cover	Oct. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 11, 2024
Current Fiscal Year End Date	--04-30
Entity File Number	001-41422
Entity Registrant Name	Heart Test Laboratories, Inc.
Entity Central Index Key	0001468492
Entity Tax Identification Number	26-1344466
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	550 Reserve Street
Entity Address, Address Line Two	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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	HSCS
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	HSCSW
Security Exchange Name	NASDAQ

---