UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 11, 2024, Heart Test Laboratories, Inc. (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 the State of Texas to change its corporate name to HeartSciences Inc. (the “Name Change”). The Name Change was approved by the Company’s shareholders at the Company’s Annual Meeting of Shareholders initially held on January 17, 2024.
The Company is currently awaiting confirmation from the Secretary of State of the State of Texas of the effectiveness of the Name Change on the state level. The Company expects to affect the Name Change in the market as soon as possible after such confirmation and will separately announce the effective date of the Name Change.
The Name Change will not affect the Company’s ticker symbols (HSCS, HSCSW) or the applicable CUSIP number for the Company’s public warrants and outstanding shares of common stock. The Company’s public warrants and the outstanding stock certificates for shares of the Company will not be affected by the Name Change and will continue to be valid on their terms and need not be exchanged. Other than the Name Change, there will be no changes to the Company’s Amended and Restated Certificate of Formation.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1* | Certificate of Amendment to the Amended and Restated Certificate of Formation of the Company. | |
| 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. | ||
| Date: October 18, 2024 | By: | /s/ Andrew Simpson |
| Name: | Andrew Simpson | |
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors | |
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
HEART TEST LABORATORIES, INC.
Pursuant to the provisions of the Texas Business Organizations Code, as amended (the “TBOC”), including Section 3.053, and the Bylaws, as amended and restated (the “Bylaws”), of Heart Test Laboratories, Inc., a Texas for-profit corporation (the “Corporation”), the Corporation hereby adopts this Certificate of Amendment (this “Certificate of Amendment”) to the Amended and Restated Certificate of Formation of the Corporation, as amended (the “Amended and Restated Certificate”).
SECTION ONE
ENTITY INFORMATION
The name of the Corporation is Heart Test Laboratories, Inc. and it is a Texas for-profit corporation. The Corporation’s date of formation is August 16, 2007 and its assigned file number is 800859060.
SECTION TWO
AMENDMENT
This Certificate of Amendment amends Article One of the Amended and Restated Certificate to change the name of the Corporation. Article One of the Amended and Restated Certificate are hereby amended and restated in its entirety to read as follows:
“ARTICLE ONE
Entity Name and Type
The name of the corporation is HeartSciences Inc. (the “Corporation”) and the Corporation is a for-profit business corporation.”
SECTION THREE
STATEMENT OF APPROVAL
The amendment set forth in this Certificate of Amendment has been approved in the manner required by the TBOC and by the governing documents of the Corporation.
SECTION FOUR
EFFECTIVENESS OF FILING
This Certificate of Amendment shall become effective when it is filed by the Corporation with the Secretary of State of the State of Texas.
SECTION FIVE
EXECUTION
The undersigned signs this Certificate of Amendment subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the Corporation to execute this Certificate of Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto set my hand, this 10th day of October 2024.
| HEART TEST LABORATORIES, INC. | ||
| By: | /s/ Andrew Simpson | |
| Name: | Andrew Simpson | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Certificate of Amendment]