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): September 07, 2023 |
Heart Test Laboratories, Inc.
(Exact name of Registrant as Specified in Its Charter)
Texas |
001-41422 |
26-1344466 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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550 Reserve Street, Suite 360 |
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Southlake, Texas |
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76092 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 682 237-7781 |
n/a |
(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:
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Trading |
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Common Stock |
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HSCS |
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The Nasdaq Stock Market LLC |
Warrants |
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HSCSW |
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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 September 7, 2023, Heart Test Laboratories, Inc. (the "Company") entered into a Senior Unsecured Promissory Drawdown Loan Note (the "MSW Note") with Matthews Southwest Holdings, Inc. (the "Lender"). The MSW Note provides for an unsecured drawdown loan of up to $1,000,000, drawn in installments consisting of (i) $250,000 on or prior to September 8, 2023, (ii) $250,000 on or prior to September 20, 2023, and (iii) further drawdowns of up to $500,000 in such amounts and such times to be mutually agreed upon between the Company and Lender.
In consideration of the MSW Note, the Company shall pay a facility fee to the Lender as follows:
The MSW Note bears no interest, except upon an event of default, at which time, interest accrues at a rate of 12% per annum.
The MSW Note matures on December 31, 2023 and may be repaid at any time in whole or in part without fees or penalty.
John H. Matthews, the controlling shareholder of Matthews Southwest Holdings, Inc., is a beneficial owner of more than 5% of the Company’s outstanding Common Stock.
The foregoing descriptions of the MSW Note does not purport to be a complete statement of the terms and conditions of the MSW Note and is qualified in its entirety by reference to the text of such MSW Note, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sale of Equity Securities
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The Warrants and the shares issuable upon exercise of the Warrants are being issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
Item 9.01 Exhibits.
Exhibit No. |
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Description |
4.1 |
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10.1 |
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Exhibit 104 |
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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.
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HEART TEST LABORATORIES, INC |
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Date: |
September 7, 2023 |
By: |
/s/ Andrew Simpson |
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Name: Title: |
Andrew Simpson |
Exhibit 4.1
Exhibit A
COMMON STOCK PURCHASE WARRANT
HEART TEST LABORATORIES, INC.
Warrant Shares: ______ Issue Date: ____________ __, 2023
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Matthews Southwest Holdings, Inc., a Texas Corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Closing Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heart Test Laboratories, Inc., a Texas corporation (the “Company”), up to ______ shares (subject to the terms and conditions of Section 2 of the Note (as defined below), the “Warrant Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Unsecured Promissory Drawdown Loan Note (the “Note”), dated September __, 2023, issued by the Company to the Holder.
Section 2. Exercise.
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c) Mechanics of Exercise.
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d) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
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Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company (which is deemed to have been provided by the Holder at the date of this Warrant), may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
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Section 3. Certain Adjustments.
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Section 4. Transfer of Warrant.
Section 5. Miscellaneous.
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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
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Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
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(Signature Page Follows)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
HEART TEST LABORATORIES, INC.
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By:__________________________________________ Name: Danielle Watson Title: CFO
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NOTICE OF EXERCISE
TO: HEART TEST LABORATORIES, INC.
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If eligible, the Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
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(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
Name of Investing Entity: _________________________________________________________________
Signature of Authorized Signatory of Investing Entity: ___________________________________________
Name of Authorized Signatory: _____________________________________________________________
Title of Authorized Signatory: ______________________________________________________________ FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Date: __________________________________________________________________________________
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
Name: |
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(Please Print) |
Address: |
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Phone Number: Email Address: |
(Please Print) ______________________________________ ______________________________________ |
Dated: _______________ __, ______ |
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Holder’s Signature: |
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Holder’s Address: |
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Exhibit 10.1
THIS SENIOR UNSECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR BORROWER SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SENIOR UNSECURED PROMISSORY DRAWDOWN LOAN NOTE
UP TO USD $1,000,000 Issuance Date: September 6, 2023
FOR VALUE RECEIVED, the undersigned, Heart Test Laboratories, Inc. D/B/A HeartSciences, a Texas corporation (“Borrower”), hereby promises to pay to the order of Matthews Southwest Holdings, Inc., a Texas corporation, or its assigns of this senior unsecured promissory note (collectively, the “Holder”), the principal sum of up to One Million and No/100 Dollars ($1,000,000), and such other amount as may be outstanding hereunder (collectively, this “Note”).
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The Warrants as described in this Section 2(a) hereto shall be in the form attached hereto as Exhibit A, subject to the terms of Sections 2(a)(i) – (iii) above. All share and exercise price amounts contained in this Note are subject to proportionate adjustment for stock splits, stock combinations and other similar recapitalizations applicable to the Borrower.
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Address of Holder: |
Matthews Holdings Southwest, Inc. 320 West Main Street Lewisville, Texas, 75057 Attn: CFO Email: amiller@matthewssouthwest.com |
Address of the Borrower: |
Heart Test Laboratories, Inc. 550 Reserve Street, Suite 360 Southlake, Texas 76072 Attn: CFO Email: Danielle.watson@heartsciences.com |
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[Signature page follows]
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IN WITNESS WHEREOF, Borrower and Holder have executed and delivered this Note as of the date first written above.
HEART TEST LABORATORIES, INC. (Borrower)
Name: Andrew Simpson
Title: CEO
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Matthews Southwest Holdings, Inc. (Holder)
Name: Adam Miller
Title: Vice President
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