HeartSciences files Certificate of Designations for Series D Preferred Stock in $15M offering

HeartSciences Inc.

Designates 4,285,714 shares of Series D Convertible Preferred Stock for the Unit offering (each Unit: one Series D share + warrant to buy common at $5.00).
Each Series D share convertible into one common share at holder's option.
No dividends; perpetual, non-redeemable, ranks senior to common on liquidation rights.
Company may force conversion upon change in control, common stock ≥$5.00 for 10 days, or $15M underwritten offering.
Liquidation preference of $3.50 per share plus unpaid dividends before junior securities.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

HeartSciences Inc.: The Company filed a Certificate of Designations with the Texas Secretary of State designating 4,285,714 shares of preferred stock as Series D Convertible Preferred Stock, with terms including conversion rights, liquidation preference, ranking, and no voting rights (effective 2025-05-21).

Change: charter amendment
Effective: 2025-05-21

Exact text from the filing

On May 21, 2025, the Company submitted the Certificate of Designations of Preferences, Rights and Limitations of Series D Convertible Stock (the “Certificate of Designations”) with the Secretary of State of the State of Texas (the “Texas Secretary of State”) designating 4,285,714 shares of the Company’s preferred stock as “Series D Convertible Preferred Stock”.

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HeartSciences Inc. filing history →

Source: SEC EDGAR

accession 0000950170-25-078404

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