secwatch / observer
8-K filed July 1, 2025, 7:59 PM ET ticker HSCS CIK 0001468492
other confidence high sentiment neutral materiality 0.15

HeartSciences amends bylaws to add jury waiver, 3% derivative threshold

HeartSciences Inc.

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 0.9

HeartSciences Inc.: Amended Bylaws to add jury trial waiver for internal entity claims, adopt ownership threshold for derivative proceedings, and clarify exclusive forum provision (effective 2025-06-27).

Change
bylaw amendment
Effective
2025-06-27
Exact text from the filing
On June 27, 2025, in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”) and in light of Texas law, the Board of Directors of HeartSciences Inc. (the “Company”) adopted certain amendments to the Company’s Bylaws (the “Bylaws”) in order to: (i) add a new section to provide for a jury trial waiver for “internal entity claims” as defined in the TBOC; (ii) add a new section to adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of the Company’s issued and outstanding shares in order to institute or maintain a derivative proceeding; and (iii) make technical revisions to clarify the scope of the exclusive forum provision.
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HeartSciences Inc. filing history →

Source: SEC EDGAR
accession 0001213900-25-060467
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