{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-24-005186","form_type":"8-K","ticker":"HSCS","cik":"0001468492","company_name":"HeartSciences Inc.","filed_at":"2024-01-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:24.259166+00:00","generated_at":"2026-06-06T21:51:51.604735+00:00","sec_items":["5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Heart Test Labs shareholders approve reverse stock split and name change to HeartSciences; quorum item adjourned","bullets":["54.37% of shares present at Jan 17 annual meeting; all Class I and II director nominees re-elected.","Shareholders approved reverse stock split in range 1:2 to 1:100 at Board's discretion.","Corporate name change from 'Heart Test Laboratories, Inc.' to 'HeartSciences Inc.' approved.","Proposal 7 to reduce quorum to one-third failed to get sufficient votes; meeting adjourned to Feb 15, 2024 for additional solicitation.","Proposals on ELOC share issuance and 2023 Equity Incentive Plan also approved."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-24-005186","json":"https://secwatch.observer/filing/0000950170-24-005186.json","markdown":"https://secwatch.observer/filing/0000950170-24-005186.md","text":"https://secwatch.observer/filing/0000950170-24-005186.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/hscs-20240117.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T21:51:51.604735+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"33bed2eac75f9cc8f9f96e5d31ad0eff6737ad66","claim":"HeartSciences Inc. shareholders approved ELOC Issuance Proposal at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 2: ELOC Issuance Proposal The Company’s shareholders approved the full issuance of shares of the Company’s Common Stock issuable by the Company pursuant to its purchase agreement, dated as of March 10, 2023, with Lincoln Park Capital Fund, LLC (the “ELOC Issuance Proposal”) for purposes of complying with Nasdaq Listing Rule 5635(d), by voting as follows: For Against Abstain Broker Non-Votes 22,113,326 928,881 212,533 6,044,437","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"},{"claim_id":"3969459465ac62715af9a68fd7c96f134f2fd7aa","claim":"HeartSciences Inc. shareholders approved Election of Directors at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 1: Election of Directors Proposal The following two Class I nominees will serve for a three-year term expiring on the date of the Company’s 2026 Annual Meeting of Shareholders or until his successor is duly elected or his earlier resignation or removal, and the following two Class II nominees will serve for a three-year term expiring on the date of the Company’s 2027 Annual Meeting of Shareholders or until his successor is duly elected or his earlier resignation or removal. The voting with respect to the election of directors was as follows: Class I Directors Nominee Votes For Withheld Broker Non-Votes Brian Szymczak 22,817,292 437,448 6,044,437 Bruce Bent 22,800,131 454,609 6,044,437 Class II Directors Nominee Votes For Withheld Broker Non-Votes Mark Hilz 22,877,208 377,532 6,044,437 David R. Wells 22,814,389 440,351 6,044,437","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"},{"claim_id":"58b008bf77db96df346871c2fef664298007e325","claim":"HeartSciences Inc. shareholders voted on Quorum Reduction Proposal at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 7: Quorum Reduction Proposal 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. Pursuant to the approval of Proposal 8 (below), the Company adjourned the Annual Meeting with respect to Proposal 7. During the period of the adjournment, the Company will continue to solicit votes from its shareholders with respect to Proposal 7. The voting at the time of the Annual Meeting was as follows: For Against Abstain Broker Non-Votes 26,500,809 1,415,185 367,263 1,015,920","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"},{"claim_id":"934e4fffa7f6d422d7f6767aa0fb850ddce2290f","claim":"HeartSciences Inc. shareholders approved Name Change Proposal at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 6: Name Change Proposal The Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation to change the Company’s corporate name from “Heart Test Laboratories, Inc.” to “HeartSciences Inc.” by voting as follows: For Against Abstain 28,852,380 239,552 207,243","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"},{"claim_id":"cdb74a3a0cfe50919d4631c577878dc4e6638a4b","claim":"HeartSciences Inc. shareholders approved Proposal to Approve the Company’s 2023 Employee Stock Purchase Plan, as Amended at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 3: Proposal to Approve the Company’s 2023 Employee Stock Purchase Plan, as Amended The Company’s shareholders approved the Company’s 2023 Equity Incentive Plan, as amended, by voting as follows: For Against Abstain Broker Non-Votes 16,969,611 5,682,886 602,244 6,044,437","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"},{"claim_id":"deda4ae2a7b234f0df62e0a703725db07e5e1b0d","claim":"HeartSciences Inc. shareholders approved Reverse Stock Split Proposal at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 5: Reverse Stock Split Proposal The Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation (the “Certificate of Formation”) to effect, at the sole discretion of the Company’s Board of Directors, a reverse stock split of all outstanding shares of the Company’s Common Stock, at a ratio to be determined by the Company’s Board of Directors in the range of one-for-two (1-for-2) through one-for-one hundred (1-for-100), by voting as follows: For Against Abstain 27,379,571 1,761,895 157,711","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"},{"claim_id":"e44ea209a7323611549d6961a2ab486bbd444ff4","claim":"HeartSciences Inc. shareholders approved Adjournment Proposal at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 8: Adjournment Proposal The Company’s shareholders approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting by voting as follows: For Against Abstain 28,078,902 759,077 461,197","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"},{"claim_id":"f989669627e88f955b922ad82592bc4d2b7e3afc","claim":"HeartSciences Inc. shareholders approved Auditor Ratification Proposal at the 2024-01-17 meeting.","evidence_excerpt":"Proposal 4: Auditor Ratification Proposal The Company’s shareholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024 by voting as follows: For Against Abstain 28,840,623 207,972 250,581","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468492/000095017024005186/0000950170-24-005186-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-17"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}