HSCS 8-K
HeartSciences Inc. (HSCS)
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
|
|
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, HeartSciences Inc. (the “Company”) entered into a Loan and Security Agreement on April 24, 2020 (the “Original Loan Agreement”), as amended by Amendment No. 1 to the Loan and Security Agreement, dated September 30, 2021 (the “No. 1 Amendment”), Amendment No. 2 to the Loan and Security Agreement, dated November 3, 2021 (the “No. 2 Amendment”), Amendment No. 3 to the Loan and Security Agreement, dated May 24, 2022 (the “No. 3 Amendment”), Amendment No. 4 to the Loan and Security Agreement, dated January 19, 2023 (the “No. 4 Amendment”), Amendment No. 5 to the Loan and Security Agreement, dated September 29, 2023 (the “No. 5 Amendment”), Amendment No. 6 to the Loan and Security Agreement, dated August 19, 2024 (the “No. 6 Amendment” and, collectively with the Original Loan Agreement, the No. 1 Amendment, the No. 2 Amendment, the No. 3 Amendment, the No. 4 Amendment and the No. 5 Amendment, the “Loan Agreement”), for the Company to borrow $500,000 from Front Range Ventures LLC (“FRV”) as evidenced by a secured, non-convertible promissory note, dated April 24, 2020, as amended by the Amended and Restated Secured Promissory Note, dated September 29, 2023, and the Amended and Restated Secured Promissory Note dated August 19, 2024 (as amended, the “Note”). The Note accrued interest at a rate of 12% per annum, compounded annually, and had an original maturity date of September 30, 2021, which was subsequently amended to, among other things, extend the maturity date on several occasions.
On September 26, 2025, the Company and FRV entered into Amendment No. 7 to the Loan Agreement (the “Amended Loan Agreement”) and No. 3 Amended and Restated Secured Promissory Note (the “Amended Note”), pursuant to which the parties agreed to further extend the maturity date of the Note to September 30, 2026 (the “Maturity Date”) and for the Company to pay the outstanding accrued interest under the Note as follows: (i) a payment of accrued unpaid interest as of September 30, 2025 on or before such date, and (ii) all accrued unpaid interest due thereafter shall be payable on the Maturity Date. In addition, the Company may elect to repay all or any part of the outstanding principal amount of the Amended Note in its sole discretion at any time prior to the Maturity Date, provided such repayment shall not be less than $50,000 and shall first be applied to accrued interest and thereafter to the outstanding principal amount.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information set forth in Item 1.01 above is incorporated herein by reference.
Item 8.01 Other Events.
Regulation A Offering
As previously disclosed, on February 12, 2025, the Company filed an Offering Statement on Form 1-A (File No. 024-12572) (as amended and supplemented from time to time, the “Form 1-A”), with the U.S. Securities and Exchange Commission (the “SEC”) and which was qualified by the SEC on March 10, 2025, to register the offering of up to 4,285,714 units of the Company (the “Units”) at an offering price of $3.50 per Unit, for a maximum offering amount of $15,000,000 worth of Units (collectively, the “Offering”). Each Unit consists of one share of the Company’s Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) and one warrant (each a “Warrant” and collectively the “Warrants”) to purchase one share of the Company’s common stock, $0.001 par value per share (the “common stock”), at an exercise price of $5.00 per share.
As of October 1, 2025, the Company has received a total of $6.7 million of gross proceeds, resulting in the issuance of 1,912,383 Units, as a result of several closings of the Offering. As of October 1, 2025, holders of 1,331,044 shares of Series D Preferred Stock, received as part of the issued Units, have elected to convert such shares of Series D Preferred Stock into 1,331,044 shares of common stock (the “Reg A Issuance”).
Debt Exchange
As of October 1, 2025, the Company has exchanged $2,060,000 in principal and $45,000 of accrued interest of the unsecured promissory note issued to a certain third party for 597,578 shares of the Company’s common stock, reducing the principal amount and accrued interest of such note by such amount, respectively (the “Debt Exchange”).
As a result of the Reg A Issuance and the Debt Exchange, there are 3,069,635 shares of common stock issued and outstanding as of October 1, 2025.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Description |
10.1* |
|
|
10.2* |
|
|
104** |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
** Furnished herewith.
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.
|
|
|
HEARTSCIENCES INC. |
|
|
|
|
Date: |
October 1, 2025 |
By: |
/s/ Andrew Simpson |
|
|
Name: Title: |
Andrew Simpson |
Exhibit 10.1
AMENDMENT NO. 7
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT (this “No. 7 Amendment”) is made and entered into as of September 26, 2025, by and among HeartSciences Inc., a Texas corporation (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV” or the “Lender”) as defined in the Original Agreement (as defined below).
WITNESSETH:
WHEREAS, the Company and the Lender (collectively, the “Parties”) have previously entered into that certain Loan and Security Agreement dated on or around April 24, 2020 (the “Original Agreement”), Amendment No. 1 to the Loan and Security Agreement dated September 30, 2021 (the “No. 1 Amendment”), Amendment No. 2 to the Loan and Security Agreement dated November 3, 2021 (the No. 2 Amendment”), and Amendment No. 3 to the Loan and Security Agreement dated May 24, 2022 (the “No. 3 Amendment”), Amendment No. 4 to the Loan and Security Agreement dated January 19, 2023, (the “No. 4 Amendment”), Amendment No. 5 to the Loan and Security Agreement dated September 29, 2023, (the “No. 5 Amendment”), Amendment No. 6 to the Loan and Security Agreement dated August 19, 2024 (the “No. 6 Amendment” and, collectively with the Original Agreement, the No. 1 Amendment, the No. 2 Amendment, the No. 3 Amendment, the No. 4 Amendment, the No. 5 Amendment, and the No. 6 Amendment, the “Loan Agreement”); and
WHEREAS, the Company and FRV desire to further amend the maturity date and interest repayment dates with respect to the Loan Agreement and related FRV Note.
NOW, THEREFORE, in consideration of the representations, warranties, covenants, agreements and conditions set forth herein, the Loan Agreement, and the other Transaction Agreements, the Company and the Lender, intending to be legally bound, hereby agree as follows:
(i) The first paragraph of Section 2.1 of the Loan Agreement is hereby amended, such that Section 2.1 of the Loan Agreement is hereby amended to read in its entirety, as follows:
2.1 Interest.
(a) Interest will accrue on the outstanding Principal Amount at the rate of twelve percent (12%) per annum, compounded annually (“Accrued Interest”). The Company shall pay all Accrued Interest as follows: (i) a payment of Accrued Interest on September 30, 2025 and (ii) thereafter all Accrued Interest due shall be payable on the “FRV Maturity Date” (as defined in Section 3.1).
(ii) The first paragraph of Section 3.1 of the Loan Agreement is hereby amended, such that Section 3.1 of the Loan Agreement is hereby amended to read in its entirety, as follows:
“3.1 Maturity Date. The outstanding Principal Amount shall be due and payable on September 30, 2026 (the “FRV Maturity Date”) and Accrued Interest shall be paid in accordance with Section 2.1 (a) above.”
(iii) A new second paragraph Section 3.2 of the Loan Agreement is hereby added to read in its entirety, as follows:
“3.2 Early Repayment. The Company may elect to repay all or any part of the Loan Agreement at its sole discretion at any time prior to the Maturity Date. Any such repayment shall be in an amount no less than $50,000 and shall first be applied to Accrued Interest and thereafter to the outstanding Principal Amount.”
THE COMPANY, BY SIGNING THIS NO. 6 AMENDMENT, HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES LENDER AND ANY AND ALL OF THEIR PARENT COMPANIES, SUBSIDIARY COMPANIES, AFFILIATED COMPANIES, INSURERS, INDEMNITORS, SUCCESSORS AND ASSIGNS TOGETHER WITH ALL OF THEIR RESPECTIVE PRESENT AND FORMER MANAGERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND, NATURE OR DESCRIPTION, WHETHER ARISING IN LAW OR EQUITY OR UPON CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE, WHICH THE COMPANY HAS HAD, NOW HAS, OR HAS MADE CLAIM TO HAVE AGAINST ANY SUCH PARTY FOR OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING FROM THE BEGINNING OF TIME TO AND INCLUDING THE DATE OF THIS AMENDMENT, WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR KNOWN OR UNKNOWN.
[Remainder of this page deliberately left blank]
IN WITNESS WHEREOF, the undersigned have executed this No. 7 Amendment as of the day and year first above written.
COMPANY:
HEARTSCIENCES INC.
By: /s/ Andrew Simpson
Printed: Andrew Simpson
Title: CEO
LENDER:
FRONT RANGE VENTURES, LLC.
By: /s/ Kell Benson
Printed: Kell Benson
Title: First Western Trust Bank, Trust Officer
Exhibit 10.2
No. 3 Amended and Restated SECURED PROMISSORY NOTE
Southlake, Texas Original Issue Date: April 24, 2020
THIS No. 3 AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Note”), dated as of September 26, 2025, amends and restates the Secured Promissory Note dated April 24, 2020, the Amended and Restated Secured Promissory Note dated September 29, 2023, and the Amended and Restated Secured Promissory Note dated August 19, 2024, in the original principal amount of $500,000, (the “Original Note”) executed by HeartSciences Inc., a Texas corporation (“Payor”), in favor of Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“Holder,” and together with Payor, the “Parties”). Payor and Holder desire to amend and restate the Original Note in its entirety as follows:
For value received, Payor promises to pay to Holder the outstanding principal amount balance as set forth in the last entry on the schedule of loans annexed to the Original Note (the “Schedule of Loans”) and interest on the outstanding principal amount balance at the rate of twelve percent (12%) per annum, compounded annually. Such interest shall commence on the date of each loan and continue to accrue until paid in full. Interest shall be computed based on a year of three hundred sixty-five (365) days for the actual number of days elapsed. All principal and interest will be paid in accordance with the Loan Agreement (as defined below). Capitalized terms not otherwise defined herein shall have the meaning ascribed in that certain Loan and Security Agreement dated as of April 24, 2020, as amended by Amendment No. 1 to the Loan and Security Agreement dated September 30, 2021, Amendment No. 2 to the Loan and Security Agreement dated November 3, 2021, Amendment No. 3 to the Loan and Security Agreement dated May 24, 2022, Amendment No. 4 to the Loan and Security Agreement dated January 19, 2023, Amendment No. 5 to the Loan and Security Agreement dated September 29, 2023, Amendment No. 6 to the Loan and Security Agreement dated August 19, 2024, and Amendment No. 7 to the Loan and Security Agreement dated September 26, 2025 (as amended, the “Loan Agreement”).
[Remainder of this page deliberately left blank]
IN WITNESS WHEREOF, Payor and Holder have caused this Note to be executed as of the date first written above.
PAYOR:
HEARTSCIENCES INC., a Texas corporation
By: /s/ Andrew Simpson
Name: Andrew Simpson
Title: CEO
HOLDER:
FRONT RANGE VENTURES, LLC,
a Wyoming limited liability company
By: /s/ Kell Benson
Name: Kell Benson
Title: First Western Trust Bank, Trust Officer