|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/23 Heart Test Laboratories, Inc. 8-K:1,9 11/09/23 13:279K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 35K
2: EX-1.2 Amendment No. 1 to Equity Distribution Agreement HTML 13K
Dated November 9, 2023 Between Heart Test
Laboratories, Inc. and Maxim Group LLC
3: EX-5.1 Opinion of Foley Shechter Ablovatskiy LLP HTML 12K
8: R1 Cover HTML 50K
11: XML IDEA XML File -- Filing Summary XML 12K
9: XML XBRL Instance -- ea187969-8k_hearttest_htm XML 20K
10: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
5: EX-101.DEF XBRL Definitions -- hscs-20231109_def XML 74K
6: EX-101.LAB XBRL Labels -- hscs-20231109_lab XML 103K
7: EX-101.PRE XBRL Presentations -- hscs-20231109_pre XML 71K
4: EX-101.SCH XBRL Schema -- hscs-20231109 XSD 15K
12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K
13: ZIP XBRL Zipped Folder -- 0001213900-23-085393-xbrl Zip 29K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i November 9, 2023
i Heart Test Laboratories, INC.
(Exact name of registrant as specified in its charter)
| i Texas | i 001-41422 | i 26-1344466 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
i 550 Reserve Street, Suite 360
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: i 682- i 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: (see General Instruction A.2. below):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4© 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 | ||
| The Stock Market LLC | ||||
| i Warrants to purchase common stock | i HSCSW | The i 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).
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. i ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on September 18, 2023 Heart Test Laboratories, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Original EDA”), with Maxim Group LLC (“Maxim Group”) as sales agent (the “Sales Agent”) pursuant to which the Company may offer and sell, from time to time, an aggregate of up to $3,250,000 of its shares of common stock, $0.001 par value per share (the “Common Stock”), in an “at the market” offering (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”)). As of November 9, 2023, the Company has sold 11,065,416 shares of Common Stock with an aggregate offering price of approximately $3.25 million.
On November 9, 2023, the Company entered into Amendment No. 1 to the Original EDA (the “Amended EDA” and together with the Original EDA, the “EDA”) with Maxim Group pursuant to which the Company may issue and sell up to $10,000,000 of its shares of Common Stock (the “Shares”) from time to time through the Sales Agent; provided, however, that in no event will the Company issue or sell through the Sales Agent such number of shares of Common Stock that would cause the Company or the offering of its shares of Common Stock to not satisfy the eligibility and transaction requirements for use of Form S-3 (including General Instruction I.B.6 of Form S-3). Pursuant to the Amended EDA, the Company has agreed to reimburse Maxim Group’s legal fees and expenses up to $65,000. As of November 9, 2023, the aggregate market value of the Company’s outstanding shares of Common Stock held by non-affiliates was $18,023,756, which was calculated based on 21,204,419 outstanding shares of Common Stock held by non-affiliates on November 9, 2023 and a price per share of $0.85, which was the closing price of the Common Stock on September 15, 2023 and is the highest closing sale price of Common Stock on the Nasdaq Capital Market within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell the shelf securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of the Company’s voting and non-voting ordinary shares held by non-affiliates in any 12-month period as long as the aggregate market value of the Company’s outstanding ordinary shares held by non-affiliates is less than $75 million. During the 12 calendar months prior to and including the date of this Current Report on Form 8-K, the Company has offered and sold 11,065,416 shares of Common Stock with an aggregate offering price of approximately $3.25 million pursuant to General Instruction I.B.6 of Form S-3.
The offering pursuant to the EDA will terminate upon the sale of all Shares subject to the EDA. The EDA may also be terminated by the Company or by the Sales Agent at any time.
The Shares have been registered under the Securities Act, pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-274554) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on September 28, 2023, including the at the market offering prospectus contained therein, as amended and supplemented by the prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on November 9, 2023.
The foregoing description of the EDA does not purport to be complete and is qualified in its entirety by reference to the complete text of the Original EDA, which was filed as an exhibit to the Company’s Current Report on Form 8-K, dated September 22, 2023, and the Amended EDA, which is filed as Exhibit 1.2 to this Current Report on Form 8-K, and incorporated herein by reference. The legal opinion of Foley Shechter Ablovatskiy LLP, counsel to the Company, relating to the validity of the additional shares of Common Stock being offered pursuant to the EDA is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
| Exhibit Number | Description | |
| 1.1 | Equity Distribution Agreement, dated September 18, 2023 between Heart Test Laboratories, Inc. and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed September 22, 2023). | |
| 1.2* | Amendment No. 1 to Equity Distribution Agreement dated November 9, 2023 between Heart Test Laboratories, Inc. and Maxim Group LLC. | |
| 5.1* | Opinion of Foley Shechter Ablovatskiy LLP | |
| 23.1* | Consent of Foley Shechter Ablovatksiy LLP (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
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. | ||
| By: | /s/ Andrew Simpson | |
| Date: November 9, 2023 | Name: | Andrew Simpson |
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors | |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 11/13/23 | |||
| Filed on / For Period end: | 11/9/23 | |||
| 9/28/23 | EFFECT | |||
| 9/22/23 | 8-K | |||
| 9/18/23 | 8-K, S-3 | |||
| 9/15/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/24 Heart Test Laboratories, Inc. 424B3 1:896K EdgarAgents LLC/FA 3/14/24 Heart Test Laboratories, Inc. 10-Q 1/31/24 54:7.3M Donnelley … Solutions/FA 3/05/24 Heart Test Laboratories, Inc. S-1 4:1.3M EdgarAgents LLC/FA 2/26/24 Heart Test Laboratories, Inc. S-8 2/26/24 5:193K EdgarAgents LLC/FA 12/14/23 Heart Test Laboratories, Inc. 10-Q 10/31/23 56:7.2M Donnelley … Solutions/FA 11/17/23 Heart Test Laboratories, Inc. 424B5 1:809K EdgarAgents LLC/FA 11/17/23 Heart Test Laboratories, Inc. 8-K:1,3,9 11/15/23 17:426K EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/18/23 Heart Test Laboratories, Inc. S-3 8:2.5M Donnelley … Solutions/FA |