Form 8-K/A - Current report: [Amend]

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 15, 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: [phone]

 

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. ☐

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K of Heart Test Laboratories, Inc. (the “Company”), originally filed with the U.S. Securities and Exchange Commission on May 15, 2024 (the “Original Filing”), is being filed solely to clarify that as a result of the Reverse Stock Split (as defined below) (i) only the Company’s Common Stock (and not the Company’s public Warrants) will begin trading on a split-adjusted basis on The Nasdaq Capital Market anticipated to take place at the market open on May 17, 2024, and (ii) equitable adjustments corresponding to the Reverse Stock Split ratio will be made to the Company’s outstanding Warrants, including the Company’s public Warrants, as provided below. Except as described herein, no other changes have been made to the Original Filing.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 below is incorporated herein by reference.

 

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

 

As previously reported by Heart Test Laboratories, Inc. (the “Company”) in its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on May 10, 2024 (the “May 10^th Form 8-K”), on May 6, 2024, 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 Texas to, among other things, effect on the corporate level a one-for-one hundred reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.001 par value per share (the “Common Stock”), and also to effect a one-for-one hundred Reverse Stock Split of the Company’s warrants (the “Warrants”).

 

The Company anticipates that its Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market at the market open on May 17, 2024. The trading symbols for the Common Stock and the public Warrants will remain “HSCS” and “HSCSW,” respectively.

 

As a result of the Reverse Stock Split, every one hundred (100) shares of the pre-split issued and outstanding shares of Common Stock will automatically convert into one (1) post-split share of Common Stock. All fractional shares will be rounded up. Following the Reverse Stock Split, the new CUSIP number for the Common Stock will be 42254E302.

 

As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split ratio will be made to the Company’s outstanding Warrants such that every one hundred (100) shares of Common Stock that may be issued upon the exercise of the Warrants held immediately prior to the Reverse Stock Split will represent one share of Common Stock that may be issued upon exercise of such Warrants immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to the public Warrants immediately prior to the Reverse Stock Split will be proportionately increased, such that the exercise price per share of the Common Stock attributable to such public Warrants immediately following the Reverse Stock Split is $425.00, which equals the product of 100 multiplied by $4.25, the exercise price of the Public Warrants per share immediately prior to the Reverse Stock Split. The CUSIP will remain unchanged for the public Warrants.

 

For additional information regarding the Certificate of Amendment and the Reverse Stock Split, please see the May 10^th Form 8-K.

 

1

 

 

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:	May 16, 2024	By:	/s/ Andrew Simpson
		Name:  Title:	Andrew Simpson President, Chief Executive Officer and Chairman of the Board of Directors

 

 

2

 

 

Cover	May 15, 2024
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K of Heart Test Laboratories, Inc. (the “Company”), originally filed with the U.S. Securities and Exchange Commission on May 15, 2024 (the “Original Filing”), is being filed solely to clarify that as a result of the Reverse Stock Split (as defined below) (i) only the Company’s Common Stock (and not the Company’s public Warrants) will begin trading on a split-adjusted basis on The Nasdaq Capital Market anticipated to take place at the market open on May 17, 2024, and (ii) equitable adjustments corresponding to the Reverse Stock Split ratio will be made to the Company’s outstanding Warrants, including the Company’s public Warrants, as provided below. Except as described herein, no other changes have been made to the Original Filing.
Document Period End Date	May 15, 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, 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

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