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 22, 2024 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 8.01. Other Events.
The following unaudited pro forma balance sheet has been prepared to illustrate the impact of a number of events that followed the close of the Company’s second fiscal quarter ended October 31, 2023, including (i) the Company’s receipt of proceeds from various offerings of the Company’s common stock in November and December 2023, (ii) the conversion of loan notes into shares of common stock in November 2023 and (iii) the issuance of common stock to the Icahn School of Medicine at Mount Sinai as consideration for the rights to various license agreements, and the Company’s resulting compliance with the minimum $5 million stockholders’ equity requirement for initial listing on The Nasdaq Capital Market. In that regard, the Company believes that as of the date of this Form 8-K filing, stockholders’ equity exceeds $5 million.
The unaudited pro forma balance sheet is based on the Company’s unaudited balance sheet as of October 31, 2023, as contained 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 if the events occurred on October 31, 2023.
This unaudited pro forma balance sheet is for informational purposes only, and should be read in conjunction with the more detailed unaudited condensed consolidated financial statements and related notes thereto included in the Company’s Form 10-Q for the quarter ended October 31, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Unaudited Pro Forma Balance Sheet of the Company as of October 31, 2023 |
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: |
January 25, 2024 |
By: |
/s/ Andrew Simpson |
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Name: Title: |
Andrew Simpson |
Exhibit 99.1
HEART TEST LABORATORIES, INC. D/B/A HEARTSCIENCES |
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Balance Sheet |
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Unaudited |
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Pro Forma |
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Note |
As Adjusted |
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October 31, |
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Adjustments |
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Reference |
October 31, |
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2023 |
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2023 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
100,144 |
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$ |
9,340,209 |
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(1) |
$ |
9,440,353 |
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Accounts receivable |
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3,900 |
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— |
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3,900 |
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Inventory, net |
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674,839 |
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— |
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674,839 |
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Prepaid expenses |
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368,803 |
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— |
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368,803 |
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Other current assets |
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40,374 |
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— |
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40,374 |
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Deferred offering costs |
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624,171 |
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(131,684 |
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(1) |
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492,487 |
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Total current assets |
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1,812,231 |
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9,208,525 |
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11,020,756 |
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Property and equipment, net |
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53,316 |
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— |
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53,316 |
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Acquired Intangible asset, net |
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— |
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1,528,430 |
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(3) |
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1,528,430 |
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Right-of-use assets, net |
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502,831 |
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— |
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502,831 |
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TOTAL ASSETS |
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$ |
2,368,378 |
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$ |
10,736,955 |
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$ |
13,105,333 |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
1,088,297 |
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$ |
(102,125 |
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(2) |
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986,172 |
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Accrued expenses |
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772,670 |
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(85,000 |
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(4) |
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687,670 |
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Operating lease liabilities |
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94,463 |
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— |
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94,463 |
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Current portion of notes payable net of amortization |
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1,417,125 |
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(917,125 |
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(4) (5) |
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500,000 |
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Other current liabilities |
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158,620 |
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— |
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158,620 |
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Total current liabilities |
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3,531,175 |
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(1,104,250 |
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2,426,925 |
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LONG-TERM LIABILITIES |
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Operating lease liabilities, long-term |
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486,885 |
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— |
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486,885 |
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Total long-term liabilities |
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486,885 |
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— |
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486,885 |
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TOTAL LIABILITIES |
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4,018,060 |
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(1,104,250 |
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2,913,810 |
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COMMITMENTS AND CONTINGENCIES (NOTE 2, 4-6, and 8) |
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STOCKHOLDERS (DEFICIT) EQUITY |
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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. |
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380 |
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380 |
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Common stock, $0.001 par value, 500,000,000 shares authorized; 11,213,438 shares issued and outstanding as of October 31, 2023 and 10,118,440 shares issued and outstanding as of April 30, 2023. |
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11,213 |
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52,398 |
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(1) (3) (4) (5) |
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63,611 |
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Additional paid-in capital |
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62,211,156 |
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11,714,803 |
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(1) (2) (3) (4) (5) |
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73,925,959 |
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Accumulated deficit |
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(63,872,431 |
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74,004 |
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(2) |
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(63,798,427 |
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TOTAL STOCKHOLDERS (DEFICIT) EQUITY |
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(1,649,682 |
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11,841,205 |
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10,191,523 |
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TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY |
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$ |
2,368,378 |
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$ |
10,736,955 |
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$ |
13,105,333 |
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Notes to the ProForma Balance Sheet: |
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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: |
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(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. |
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Exhibit 99.1
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(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. |
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(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. |
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(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. |
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(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. |
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