EXHIBIT 1.2

HEART TEST LABORATORIES, INC.

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

November 9, 2023

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

Reference is made to that certain equity distribution agreement, dated as of September 18, 2023 (the “Sales Agreement”), by and between Heart Test Laboratories, Inc., a Texas Corporation (the “Company”), and Maxim Group LLC (the “Agent”). Capitalized terms used herein but not otherwise defined are used herein as defined in the Sales Agreement.

The Company and Agent (collectively, the “Parties”) wish to amend the Sales Agreement, pursuant to Section 15 of the Sales Agreement, on the terms and conditions set forth in this letter (this “Amendment”). Therefore, for and in consideration of the mutual covenants and agreements herein contained, and contained in the Sales Agreement, the Company, on the one hand, and the Agent, on the other hand, the Parties therefore hereby agree as follows:

1. Increase in the Aggregate Offering Price of Shares. The reference to “US$3,250,000” in the heading, introductory paragraph, Sections 2 and 7 of the Sales Agreement regarding the aggregate offering price of the shares of Common Stock is hereby amended and replaced with “US$10,000,000.”

2. Definition of Prospectus Supplement. The Parties agree that the definition of “Prospectus Supplement” under Section 1(a)(i) of the Sales Agreement shall include the prospectus supplement to the Base Prospectus, dated the date hereof, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act.

3. Increase in Legal Fees for the Agent. The reference to “US$35,000” in Sections 3(g) of the Sales Agreement regarding the actual and documented fees and out-of-pocket expenses of the Agent’s legal counsel is hereby amended and replaced with “US$65,000.”

4. Company Counsel Opinion. On or prior to the date hereof, the Company shall cause Foley Shechter Ablovatskiy LLP, counsel for the Company, to furnish to the Agent its written opinion and negative assurance letter, in form and substance reasonably acceptable to the Agent.

5. Governing Law. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING APPLICABLE LAW AND WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 12 AND 16 OF THE SALES AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or electronic transmission.

7. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Sales Agreement shall remain in full force and effect. As amended hereby, the Sales Agreement is ratified and confirmed in all respects. On and after the date of this Amendment, each reference in the Sales Agreement to the “Agreement”, “hereinafter”, “herein”, “hereinafter”, “hereunder”, “hereof”, or words of like import shall mean and be a reference to the Sales Agreement as amended by this Amendment.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Amendment, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms.

[Signature Page to Amendment No. 1 to Equity Distribution Agreement]

Exhibit 5.1

Attorneys at Law

1180 Avenue of the Americas | 8th Floor

New York, New York 10036

Dial: 212.335.0466

Fax: 917.688.4092

info@foleyshechter.com

www.foleyshechter.com

November 9, 2023                            

Heart Test Laboratories, Inc.

550 Reserve Street, Suite 360

Southlake, TX 76092

Ladies and Gentlemen:

We have acted as counsel to Heart Test Laboratories, Inc., a Texas corporation (the “Company”), in connection with the proposed issuance and sale by the Company, from time to time, of up to $10,000,000 of shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of the Company pursuant to that certain Equity Distribution Agreement, dated September 18, 2023 (the “Original EDA”), as amended by that certain Amendment No. 1 to Equity Distribution Agreement, dated as of November 9, 2023 (the “EDA Amendment” and together with the Original EDA, the “Agreement”), entered into by and between the Company and Maxim Group LLC, as sales agent pursuant to an “at the market” offering prospectus, dated September 28, 2023 (the “Prospectus”) as supplemented by a prospectus supplement dated November 9, 2023 (the “Prospectus Supplement”) that form a part of the Company’s Registration Statement on Form S-3 (File No. 333-274554) (as amended or supplemented from time to time, the “Registration Statement”), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on September 18, 2023, and declared effective by the Commission on September 28, 2023.

In connection with this opinion letter, we have examined the Agreement, the Registration Statement, the Prospectus, the Prospectus Supplement and originals, or copies certified or otherwise identified to our satisfaction, of the Company’s certificate of formation and bylaws, both as currently in effect, certain resolutions of the Company’s Board of Directors relating to the issuance and sale of the Shares and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

Based upon and subject to the foregoing, and assuming the receipt of the appropriate consideration for the Shares, we are of the opinion that the Shares have been duly authorized, and when the Shares are issued and paid for in accordance with the terms and conditions of the Agreement, will be validly issued, fully paid and nonassessable.

Our opinions set forth herein are limited to the laws of the State of Texas (the “Covered Law”). We do not express any opinion with respect to the law of any jurisdiction other than Covered Law or as to the effect of any such non-Covered Law on the opinions herein. 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-Kfiled by the Company in connection with the issuance and sale of the Shares in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and incorporated by reference into the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is expressed as of the date hereof unless otherwise expressly stated and is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.