HSCS HeartSciences Inc

Date of Report (Date of earliest event reported): January 22, 2024

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

n/a

☐

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))

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

Exhibit No.

Description

99.1

Unaudited Pro Forma Balance Sheet of the Company as of October 31, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

HEART TEST LABORATORIES, INC.

Date:

January 25, 2024

By:

/s/ Andrew Simpson

Name:

Title:

Andrew Simpson
President, Chief Executive Officer, and Chairman of the Board of Directors
 

HEART TEST LABORATORIES, INC. D/B/A HEARTSCIENCES

Balance Sheet

Unaudited

Pro Forma

Note

As Adjusted

October 31,

Adjustments

Reference

October 31,

2023

2023

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

100,144

$

9,340,209

(1)

$

9,440,353

Accounts receivable

3,900

—

3,900

Inventory, net

674,839

—

674,839

Prepaid expenses

368,803

—

368,803

Other current assets

40,374

—

40,374

Deferred offering costs

624,171

(131,684

)

(1)

492,487

Total current assets

1,812,231

9,208,525

11,020,756

Property and equipment, net

53,316

—

53,316

Acquired Intangible asset, net

—

1,528,430

(3)

1,528,430

Right-of-use assets, net

502,831

—

502,831

TOTAL ASSETS

$

2,368,378

$

10,736,955

$

13,105,333

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable

$

1,088,297

$

(102,125

)

(2)

$

986,172

Accrued expenses

772,670

(85,000

)

(4)

687,670

Operating lease liabilities

94,463

—

94,463

Current portion of notes payable net of amortization

1,417,125

(917,125

)

(4) (5)

500,000

Other current liabilities

158,620

—

158,620

Total current liabilities

3,531,175

(1,104,250

)

2,426,925

LONG-TERM LIABILITIES

Operating lease liabilities, long-term

486,885

—

486,885

Total long-term liabilities

486,885

—

486,885

TOTAL LIABILITIES

4,018,060

(1,104,250

)

2,913,810

COMMITMENTS AND CONTINGENCIES (NOTE 2, 4-6, and 8)

STOCKHOLDERS (DEFICIT) EQUITY

Series A, B, and C convertible preferred stock, $0.001 par value, 20,000,000 shares authorized and 620,000 designated; 380,440 shares issued and outstanding as of October 31, 2023 and 380,871 shares issued and outstanding as of April 30, 2023.

380

—

380

Common stock, $0.001 par value, 500,000,000 shares authorized; 11,213,438 shares issued and outstanding as of October 31, 2023 and 10,118,440 shares issued and outstanding as of April 30, 2023.

11,213

52,398

(1) (3) (4) (5)

63,611

Additional paid-in capital

62,211,156

11,714,803

(1) (2) (3) (4) (5)

73,925,959

Accumulated deficit

(63,872,431

)

74,004

(2)

(63,798,427

)

TOTAL STOCKHOLDERS (DEFICIT) EQUITY

(1,649,682

)

11,841,205

10,191,523

TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY

$

2,368,378

$

10,736,955

$

13,105,333

Notes to the ProForma Balance Sheet:

This Pro Forma Balance Sheet reflects the Heart Test Laboratories, Inc (HSCS) Balance Sheet as reported in the Company's 10-Q for the quarter ended October 31, 2023, filed with the Securities and Exchange Commission on December 14, 2023, adjusted to reflect the subsequent events after the balance sheet date of October 31, 2023 through the date of filing, as set out in Note 9 of the 10-Q as described below:

(1) The sale of 586,833 shares of Common Stock under the Equity Line and the sale of 40,175,218 shares of Common Stock under the ATM Facility receiving total gross proceeds of $9.8 million and net proceeds of approximately $9.2 million net of commissions fees and deferred offering costs.

(2) The issuances of warrants to purchase up to 240,000 shares of common stock, at an exercise price of $0.17 per share, to a consultant of the Company as consideration for services rendered.

(3) The issuance to Mount Sinai of 4,854,853 shares of common stock, 710,605 pre-funded warrants to purchase shares of common stock with an exercise price of $0.00001, and 914,148 warrants to purchase shares of common stock with an exercise price of $.5060, as consideration for the acquired rights to certain license agreements.

(4) The issuance to Mr. John Q. Adams of 3,656,288 shares of common stock in consideration for the conversion of principal and interest in the amounts of $585,006 due under the JQA Note.

(5) The issuance to Matthews Holdings Southwest, Inc. of 3,125,000 shares of common stock in consideration for the conversion of principal in the amount of $500,000 due under the MSW Note.