false00014684920001468492hscs:WarrantsMember2023-12-012023-12-0100014684922023-12-012023-12-010001468492us-gaap:CommonStockMember2023-12-012023-12-01

 

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): December 01, 2023

 

 

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 1.01 Entry into a Material Definitive Agreement.

As previously reported, on September 20, 2023, Heart Test Laboratories, Inc. (the “Company”) entered into a Securities Purchase Agreement and into multiple definitive license agreements (collectively, the “License Agreements”) with Icahn School of Medicine at Mount Sinai (“Mount Sinai”) to commercialize a range of AI-based cardiovascular algorithms developed by Mount Sinai, as well as a memorandum of understanding for ongoing cooperation.

Also as previously reported, the License Agreements were subject to termination by Mount Sinai if the Company did not complete an aggregate financing of at least $10,000,000 (the “Additional Financing”) from the period commencing August 1, 2023 and ending on or prior to June 30, 2024. Additionally, common stock purchase warrants to purchase up to 914,148 shares of common stock, $0.001 par value per share, of the Company, having an exercise price per share equal to $0.5060 (the “MTS Warrants”), would be exercisable immediately upon completion of the Additional Financing.

On December 1, 2023, the Company satisfied the Additional Financing requirement and, accordingly, the License Agreements are no longer subject to termination as a result of the Additional Financing condition, and the MTS Warrants are fully exercisable, by Mount Sinai.


 

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:

December 6, 20223

By:

/s/ Andrew Simpson

 

 

Name:

Title:

Andrew Simpson
President, Chief Executive Officer and Chairman of the Board of Directors
 

 

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Dec. 01, 2023
Document Information [Line Items]  
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Entity Central Index Key 0001468492
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Entity File Number 001-41422
Entity Incorporation, State or Country Code TX
Entity Tax Identification Number 26-1344466
Entity Address, Address Line One 550 Reserve Street, Suite 360
Entity Address, City or Town Southlake
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76092
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