8-K

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): January 24, 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

(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.

On January 24, 2023, Heart Test Laboratories, Inc. (the “Company”) entered into Amendment No. 4 (the “Amendment”) to the Loan and Security Agreement dated April 24, 2020 (the “Agreement”) by and among the Company, Front Range Ventures LLC (“FRV”) and John Q. Adams (“Adams”) which was previously amended on September 30, 2021, November 3, 2021 and May 24, 2022. Pursuant to the Agreement, a secured promissory note in the original principal amount of $500,000 was issued to FRV (the “FRV Note”) and a secured promissory note in the original principal amount of $500,000 was issued to Adams (the “Adams Note”).

The Amendment (i) further extends the maturity date of the FRV Note to September 30, 2024, on which date the principal amount and all accrued interest thereon will be due and payable, and (ii) amends the dates on which principal and accrued interest will be due under the Adams Note such that interest accrued since June 28, 2022 (the date on which the Company previously paid accrued interest in the amount of $126,545.65) will be due and payable on September 30, 2023, and the principal amount together with all interest accrued after September 30, 2023 will be due and payable on March 31, 2024. The Amendment will reduce debt and accrued interest repayment obligations in the calendar year 2023 by $1.2 million. The Company will issue an amended and restated FRV Note to FRV and an amended and restated Adams Note to Adams, each of which will reflect the terms of the Amendment.

FRV and Adams are both shareholders of the Company, and Adams was a director of the Company at the time the Agreement was originally executed. Further, the Company and FRV are parties to an agreement pursuant to which FRV is entitled to appoint a member of the Company’s board of directors and a board observer so long as it holds at least 71,000 shares of the Company’s Series C Convertible Preferred Stock.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
10.1		Amendment No. 4 to Loan and Security Agreement
104		Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

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:	January 24, 2023	By:	/s/ Andrew Simpson
			Andrew Simpson Chief Excecutive Officer

xhibit 10.1

AMENDMENT NO. 4

TO

LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this “No. 4 Amendment”) is made and entered into as of January 24, 2023, by and among Heart Test Laboratories, Inc., a Texas corporation (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV”), and John Q. Adams, a Texas resident, or his assigns (“JQA”) (FRV and JQA each a “Lender” and, together, the “Lenders”) as defined in the Original Agreement (as defined below).

WITNESSETH:

WHEREAS, the Company and the Lenders (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” and, collectively with the Original Agreement, the No. 1 Amendment and the Amendment No. 2, the “Loan Agreement”); and

WHEREAS, the Company and FRV desire to further extend the maturity date with respect to the Note issued to FRV;

WHEREAS, on June 28, 2022, the Company paid $126,545.65 in accrued interest under the Note issued to JQA; and

WHEREAS, the Company and JQA desire to further amend the accrued interest payment dates and the maturity date with respect to the Note issued to JQA.

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 Lenders, intending to be legally bound, hereby agree as follows:

Section 1.

Capitalized Terms. Except as otherwise provided herein, capitalized terms used in this No. 4 Amendment shall have the meaning set forth in the Loan Agreement.

Section 2.

Amendments. The Loan Agreement is hereby amended as follow:

Section 2.1. Section 2.1(a) of the Loan Agreement is hereby amended to read, in its entirety, as follows:

(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 the Principal Amount and Accrued Interest under the Note issued to FRV (the “FRV Note”) and under the Note issued to JQA (the “JQA Note”) as specified in Section 3.1.

Section 2.2. 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 under the FRV Note, together with all Accrued Interest thereon, shall be due and payable on September 30, 2024 (the “FRV Maturity Date”).

The Company paid $126,545.65 in Accrued Interest under the JQA Note on June 28, 2022 (the “JQA 2022 Accrued Interest Payment Date”). Accrued Interest under the JQA Note from the JQA 2022 Accrued Interest Payment Date shall be due and payable on September 30, 2023 (the “JQA 2023 Accrued Interest Maturity Date”). The outstanding Principal Amount under the JQA Note, together with all Accrued Interest thereon from the JQA 2023 Accrued Interest Maturity Date, shall be due and payable on March 31, 2024 (the “JQA Maturity Date”). All payments and other charges due under the Transaction Agreements shall be made in lawful currency of the United States of America.”

Section 3.

Release of Claims Against Lenders.

THE COMPANY, BY SIGNING THIS NO. 4 AMENDMENT, HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES LENDERS 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.

Section 4.

Ratification; Amended and Restated Notes. The Loan Agreement, as amended by this No. 4 Amendment, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, and, effective as of the date of this Amendment No. 4, each of the Notes held by the Lenders shall be cancelled in their entirety and the Company shall issue an amended and restated FRV Note to FRV and an amended and restated JQA Note to JQA, each reflecting the applicable Note as amended by this No. 4 Amendment, promptly after such Lender has returned its applicable Note marked “Cancelled” to the Company.

Section 5.

Execution in Several Counterparts. This No. 4 Amendment may be executed in several counterparts or by separate instruments and by facsimile transmission and all of such counterparts and instruments shall constitute one agreement, binding on all of the Parties hereto.

Section 6.

Headings. The headings in this No. 4 Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 7.

Governing Law. The laws of the State of Texas shall govern this No. 4 Amendment without regard to principles of conflict of laws.

Section 8.

Original Agreements. Except as expressly amended by this No. 4 Amendment, the Transaction Agreements shall remain in full force and effect and all of the terms of the Transaction Agreements are hereby incorporated into this No. 4 Amendment.

[Remainder of this page deliberately left blank]

IN WITNESS WHEREOF, the undersigned have executed this No. 4 Amendment as of the day and year first above written.

COMPANY:

HEART TEST LABORATORIES, INC.

By: /s/ Andrew Simpson______________
Printed: Andrew Simpson
Title: CEO

LENDER:

FRONT RANGE VENTURES, LLC.

By: /s/ Loren J. Richards_______________
Printed: Loren J. Richards
Title: First Western Trust Bank, Trust Officer

LENDER:

JOHN Q. ADAMS

By: /s/ John Q. Adams_________________
Printed: John Q. Adams