FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Simpson Andrew
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/14/2022 

3. Issuer Name and Ticker or Trading Symbol

Heart Test Laboratories, Inc. [HSCS]
(Last)        (First)        (Middle)

550 RESERVE STREET, SUITE 360
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
See Remarks /
(Street)

SOUTHLAKE, TX 76092      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 436476 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants 11/17/2021 10/12/2026 Common Stock 30 $2.89 D  
Warrants 6/28/2013 6/28/2023 Common Stock 265 $3.47 D  
Warrants 8/23/2013 8/23/2023 Common Stock 758 $3.47 D  
Series C Convertible Preferred Stock  (1) (1)Common Stock 23216 $6.59 D  
Employee Stock Option (Right to Buy)  (2)5/1/2026 Common Stock 18939 $12.21 D  
Employee Stock Option (Right to Buy)  (3)5/1/2026 Common Stock 3788 $12.21 D  
Employee Stock Option (Right to Buy)  (4)3/14/2028 Common Stock 7576 $15.18 D  
Employee Stock Option (Right to Buy)  (5)3/14/2028 Common Stock 7576 $15.18 D  
Employee Stock Option (Right to Buy)  (6)3/14/2028 Common Stock 7576 $15.18 D  
Employee Stock Option (Right to Buy)  (7)11/1/2028 Common Stock 7576 $15.18 D  
Employee Stock Option (Right to Buy)  (8)11/1/2028 Common Stock 7576 $15.18 D  
Employee Stock Option (Right to Buy)  (9)11/1/2028 Common Stock 7576 $15.18 D  
Employee Stock Option (Right to Buy)  (10)9/1/2029 Common Stock 22727 $1.29 D  
Employee Stock Option (Right to Buy)  (11)9/1/2029 Common Stock 30303 $1.29 D  
Employee Stock Option (Right to Buy)  (12)11/6/2030 Common Stock 26515 $1.29 D  
Employee Stock Option (Right to Buy)  (13)11/6/2030 Common Stock 26515 $1.29 D  
Employee Stock Option (Right to Buy)  (14)3/1/2032 Common Stock 26515 $3.47 D  
Employee Stock Option (Right to Buy)  (15)3/1/2032 Common Stock 26515 $3.47 D  

Explanation of Responses:
(1) The Convertible Preferred Stock may be converted at any time, at the Holder's election and there is no expiration. The conversion ratio is 3.7954 shares of Common Stock for each share of Series C Preferred Stock.
(2) The entire option has become fully-vested and may be exercised at any time at the Holder's election.
(3) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.
(4) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.
(5) The option becomes fully-vested and may be exercised at any time at Holder's election upon the Company having one calendar quarter of positive EBITDA. As of the date of this filing, the performance-based criteria have not been satisfied
(6) The option becomes fully-vested and may be exercised at any time at Holder's election upon the sale of a specified number of units of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.
(7) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.
(8) The option becomes fully-vested and may be exercised at any time at Holder's election upon the Company having one calendar quarter of positive EBITDA. As of the date of this filing, the performance-based criteria have not been satisfied.
(9) The option becomes fully-vested and may be exercised at any time at Holder's election upon the sale of a specified number of units of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.
(10) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.
(11) The entire option has become fully-vested and may be exercised at any time at the Holder's election.
(12) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.
(13) The option becomes fully-vested and may be exercised at any time at Holder's election upon the receipt of at least $15 million pursuant to the Company's sale of debt or equity securities or borrowings from any debt financing source. As of the date of this filing, the performance-based criteria have not been satisfied.
(14) The entire option has become fully-vested and may be exercised at any time at the Holder's election.
(15) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

Remarks:
Chairman of the Board, President and Chief Executive Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Simpson Andrew
550 RESERVE STREET, SUITE 360
SOUTHLAKE, TX 76092
X
See Remarks

Signatures
/s/ Andrew Simpson6/14/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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