8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Heart Test Laboratories, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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 5.07 Submission of Matters to a Vote of Security Holders.

As previously reported, on January 17, 2024, Heart Test Laboratories, Inc. (the “Company”) convened its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on eight proposals which are described in detail in the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2023 (the “Proxy Statement”).

As also previously reported, with respect to Proposal 7, the Company did not receive sufficient proxies from shareholders to approve an amendment to the Company's Certificate of Formation to decrease the number of shares of the Company’s Common Stock needed to establish a quorum for meetings of the Company’s shareholders. Accordingly, the Company adjourned the Annual Meeting with respect to Proposal 7 in order to continue to solicit votes from its shareholders.

On February 15, 2024, the Company held its reconvened Annual Meeting in order to vote on Proposal 7. The results for the proposal submitted to a vote of shareholders at the reconvened Annual Meeting are as follows:

Proposal 7: Quorum Reduction Proposal

The Company’s shareholders approved an amendment to the Company's Certificate of Formation to decrease the number of shares of the Company’s Common Stock needed to establish a quorum for meetings of the Company’s shareholders by voting as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



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.