0001468492false0001468492us-gaap:CommonStockMember2024-01-172024-01-170001468492us-gaap:WarrantMember2024-01-172024-01-1700014684922024-01-172024-01-17
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
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Date of Report (Date of earliest event reported): January 17, 2024 |
Heart Test Laboratories, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Texas |
001-41422 |
26-1344466 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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550 Reserve Street, Suite 360 |
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Southlake, Texas |
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76092 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 682 237-7781 |
(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:
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☐ |
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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock |
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HSCS |
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The Nasdaq Stock Market LLC |
Warrants |
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HSCSW |
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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 5.07 Submission of Matters to a Vote of Security Holders.
On January 17, 2024, Heart Test Laboratories, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the eight proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2023 (the “Proxy Statement”).
Of the Company's 53,886,305 shares of common stock, par value $0.001 per share (the "Common Stock") outstanding, and Series C preferred stock, par value $0.001 per share, on an as converted basis outstanding, and entitled to vote at the Annual Meeting, 29,299,177, or 54.37%, of the outstanding shares, were present either in person or by proxy.
The results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: Election of Directors Proposal
The following two Class I nominees will serve for a three-year term expiring on the date of the Company’s 2026 Annual Meeting of Shareholders or until his successor is duly elected or his earlier resignation or removal, and the following two Class II nominees will serve for a three-year term expiring on the date of the Company’s 2027 Annual Meeting of Shareholders or until his successor is duly elected or his earlier resignation or removal. The voting with respect to the election of directors was as follows:
Class I Directors
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Nominee |
Votes For |
Withheld |
Broker Non-Votes |
Brian Szymczak |
22,817,292 |
437,448 |
6,044,437 |
Bruce Bent |
22,800,131 |
454,609 |
6,044,437 |
Class II Directors
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|
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Nominee |
Votes For |
Withheld |
Broker Non-Votes |
Mark Hilz |
22,877,208 |
377,532 |
6,044,437 |
David R. Wells |
22,814,389 |
440,351 |
6,044,437 |
Proposal 2: ELOC Issuance Proposal
The Company’s shareholders approved the full issuance of shares of the Company’s Common Stock issuable by the Company pursuant to its purchase agreement, dated as of March 10, 2023, with Lincoln Park Capital Fund, LLC (the “ELOC Issuance Proposal”) for purposes of complying with Nasdaq Listing Rule 5635(d), by voting as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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22,113,326 |
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928,881 |
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212,533 |
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6,044,437 |
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Proposal 3: Proposal to Approve the Company’s 2023 Employee Stock Purchase Plan, as Amended
The Company’s shareholders approved the Company’s 2023 Equity Incentive Plan, as amended, by voting as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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16,969,611 |
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5,682,886 |
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602,244 |
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6,044,437 |
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Proposal 4: Auditor Ratification Proposal
The Company’s shareholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024 by voting as follows:
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For |
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Against |
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Abstain |
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28,840,623 |
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207,972 |
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250,581 |
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Proposal 5: Reverse Stock Split Proposal
The Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation (the “Certificate of Formation”) to effect, at the sole discretion of the Company’s Board of Directors, a reverse stock split of all outstanding shares of the Company’s Common Stock, at a ratio to be determined by the Company’s Board of Directors in the range of one-for-two (1-for-2) through one-for-one hundred (1-for-100), by voting as follows:
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For |
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Against |
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Abstain |
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27,379,571 |
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1,761,895 |
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157,711 |
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Proposal 6: Name Change Proposal
The Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation to change the Company’s corporate name from “Heart Test Laboratories, Inc.” to “HeartSciences Inc.” by voting as follows:
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For |
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Against |
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Abstain |
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28,852,380 |
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239,552 |
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207,243 |
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Proposal 7: Quorum Reduction Proposal
The Company did not receive sufficient proxies from shareholders to approve an amendment to the Company's Certificate of Formation to decrease the number of shares of the Company’s Common Stock needed to establish a quorum for meetings of the Company’s shareholders. Pursuant to the approval of Proposal 8 (below), the Company adjourned the Annual Meeting with respect to Proposal 7. During the period of the adjournment, the Company will continue to solicit votes from its shareholders with respect to Proposal 7. The voting at the time of the Annual Meeting was as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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26,500,809 |
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1,415,185 |
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367,263 |
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1,015,920 |
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Proposal 8: Adjournment Proposal
The Company’s shareholders approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting by voting as follows:
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For |
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Against |
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Abstain |
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28,078,902 |
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759,077 |
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461,197 |
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The Company’s shareholders will be able to attend the reconvened Annual Meeting virtually via live webcast at https://web.lumiagm.com/293046675 on Thursday, February 15, 2024 at 9:00 a.m. Eastern Time. The record date for the Annual Meeting remains the close of business on November 20, 2023. The Company shareholders who have already voted do not need to recast their votes unless they wish to change their votes on Proposal 7. The Company’s shareholders of record who have not already voted or wish to change their vote on the Proposal 7 may do so by following the instructions provided in the voting instruction form or proxy card accompanying the Proxy Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed solicitation material in respect of the Annual Meeting. This communication does not constitute a solicitation of any vote or approval. In connection with the Annual Meeting, the Company has filed with the SEC and has mailed or otherwise provided to its stockholders a proxy statement regarding the business to be conducted at the Annual Meeting. The Company may also file other documents with the SEC regarding the business to be conducted at the Annual Meeting. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING.
The Company’s stockholders may obtain a free copy of the proxy statement and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at ir.heartsciences.com copies of materials it files with, or furnishes to, the SEC.
Participants in the Solicitation
The Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the business to be conducted at the Annual Meeting. Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Proxy Statement. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are relating to the Company's future financial and operating performance. All statements, other than statements of historical facts, included herein are "forward-looking statements" including, among other things, statements about the Company’s beliefs and expectations. These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. The expectations reflected in these forward-looking statements involve significant assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Potential risks and uncertainties include, but are not limited to, risks discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the SEC on July 18, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023, filed with the SEC on December 14, 2023, and in the Company’s other filings with the SEC at www.sec.gov. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
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.
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HEART TEST LABORATORIES, INC. |
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Date: |
January 18, 2024 |
By: |
/s/ Andrew Simpson |
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Name: Title: |
Andrew Simpson
President, Chief Executive Officer, and Chairman of the Board of Directors
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Exhibit 99.1
HeartSciences Announces Results and Adjournment of Annual Shareholder Meeting
Southlake, TX, January 18, 2024 (GLOBE NEWSWIRE) -- Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, announced today the results of the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”) as well as an adjournment of the Annual Meeting as outlined below.
At the Annual Meeting which was convened, all items of business were passed, with the exception of Proposal 7, which would effect a reduction of the quorum requirements for future shareholder meetings, as the Company had not received sufficient proxies for approval by the time of the Annual Meeting. Accordingly, the meeting was convened and adjourned solely in respect of proposal 7.
Andrew Simpson, CEO, commented, “We are delighted to have received the support of our shareholders to pass a number of important resolutions and thank our shareholders for their participation."
Results of Annual Meeting
At the Annual Meeting, approximately 54.37% of the Company’s outstanding shares of common stock and Series C Preferred Stock voting together as a single class on an as converted basis, were represented in person or by proxy, representing a quorum.
Proposal 1 - the Class I director nominees Brian Szymczak and Bruce Bent, and Class II director nominees Mark Hilz and David R. Wells were re-elected, in each case to the Company’s Board of Directors. Each director nominee received a plurality of votes cast at the Annual Meeting.
Proposal 2 – the Company’s shareholders approved the full issuance of shares of common stock issuable by the Company pursuant to its Equity Line of Credit for purposes of complying with Nasdaq Listing Rule 5635(d).
Proposal 3 – the Company’s shareholders approved the Company‘s 2023 Equity Incentive Plan, as amended.
Proposal 4 –the Company’s shareholders ratified Haskell & White LLP as the Company’s independent registered public accounting firm for the year ending April 30, 2024.
Proposal 5 – the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation to effect, at the sole discretion of the Board of Directors, a reverse stock split of all outstanding shares of the Company’s common stock, in the range of one-for-two (1-for-2) through one-for-one hundred (1-for-100), as determined by the Board of Directors.
Proposal 6 – the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation to change the Company’s corporate name from “Heart Test Laboratories, Inc” to “HeartSciences”.
Proposal 8 - the Company’s shareholders approved one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting.
Adjournment of Meeting
With respect to Proposal 7, an amendment to the Company’s Amended and Restated Certificate of Formation to lower the quorum for future meetings to one-third of the shares eligible to vote, - as of the Annual Meeting date, approximately 49% of the shares eligible to vote had been voted in favor of the proposal. As a result, the Company adjourned the Annual Meeting solely with respect to this proposal until Thursday, February 15, 2024 in order to solicit additional votes.
The Annual Meeting, with respect to Proposal 7, will reconvene on Thursday, February 15, 2024 at 9:00 a.m. eastern time. The reconvened Annual Meeting will be held virtually via a live webcast at https://web.lumiagm.com/29304667. Shareholders who have already submitted their proxy do not need to resubmit their proxy. Proxies previously submitted in respect to Proposal 7 will be voted at the reconvened Annual Meeting, unless properly revoked in accordance with the procedures described in the Proxy Statement. The record date for determining shareholders eligible to vote at the reconvened Annual Meeting will remain at the close of business on November 20, 2023.
The Company strongly encourages all shareholders of record as of November 20, 2023, who have not yet voted for Proposal 7, to do so by February 14, 2024 at 11:59 p.m. Eastern Time. Shareholders who have any questions are require assistance with completing a proxy or voting instruction form or who do not have the required materials, may contact Advantage Proxy, Inc. toll-free at 1-877-870-8565 or by e-mail at ksmith@advantageproxy.com.
About HeartSciences
Heart Test Laboratories, Inc. d/b/a HeartSciences is a medical technology company focused on applying AI-based technology to an ECG (also known as an EKG) to expand and improve an ECG's clinical usefulness. Undetected heart disease is one of the biggest challenges in healthcare and millions of ECGs are performed every week. The Company's objective is to improve healthcare by making an ECG a far more valuable cardiac screening tool. HeartSciences' first product candidate for FDA clearance, the MyoVista® wavECG™, or the MyoVista®, is a resting 12-lead ECG that is also designed to provide diagnostic information related to cardiac dysfunction which has traditionally only been available through the use of cardiac imaging. HeartSciences also has an industry leading library of AI-ECG algorithms, technologies and patent rights developed using millions of ECG records which the Company intends to deliver using a cloud-based, hardware agnostic platform to accept ECGs from millions of existing ECG devices around the world, in addition to the MyoVista®.
For more information, please visit: https://www.heartsciences.com. Twitter: @HeartSciences
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are relating to the Company's future financial and operating
performance. All statements, other than statements of historical facts, included herein are "forward-looking statements" including, among other things, statements about HeartSciences' beliefs and expectations. These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. The expectations reflected in these forward-looking statements involve significant assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Potential risks and uncertainties include, but are not limited to, risks discussed in HeartSciences' Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on July 18, 2023, HeartSciences’ Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2023, filed with the SEC on September 14, 2023, and in HeartSciences' other filings with the SEC at www.sec.gov. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Contacts:
HeartSciences
Gene Gephart
+1-682-244-2578 Ext. 2024 (US)
info@heartsciences.com
Investors
Gilmartin Group
Vivian Cervantes
investorrelations@heartsciences.com
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Heart Test Laboratories (NASDAQ:HSCS)
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Heart Test Laboratories (NASDAQ:HSCS)
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