8-K
filed May 6, 2026, 7:59 PM ET
ticker HSCS
CIK 0001468492
other material
confidence high
sentiment neutral
materiality 0.15
HeartSciences annual meeting approves director, stock plan, auditor; officer exculpation fails
HeartSciences Inc.
- Andrew Simpson re-elected Class III director with 577,840 for, 107,738 withheld, 1,288,285 broker non-votes.
- Amendment to 2023 Employee Stock Purchase Plan approved, increasing reserved shares to 1,250,000.
- Proposal to amend certificate of formation for officer exculpation under Texas law did not pass; needed majority of outstanding shares.
- Haskell & White LLP ratified as independent auditor for FY2026 with 1,872,912 votes for.
- Adjournment proposal approved (1,784,662 for) to allow further proxy solicitation if needed.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
HeartSciences Inc. shareholders approved Election of Directors at the 2026-04-30 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
Proposal 1: Election of Directors The following one Class III nominee will serve for a three-year term expiring on the date of the Company’s Annual Meeting of Shareholders to be held for its fiscal year ending April 30, 2028 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: Election of Directors For Withheld Broker Non-Votes Andrew Simpson 577,840 107,738 1,288,285
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
HeartSciences Inc. shareholders approved Ratification of Appointment of Haskell & White LLP as Independent Registered Public Accounting Firm at the 2026-04-30 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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, 2026 by voting as follows: For Against Abstain 1,872,912 91,205 9,745
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
HeartSciences Inc. shareholders approved Adjournment of the Annual Meeting to Solicit Additional Proxies if Necessary at the 2026-04-30 meeting.
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
Proposal 5: 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 1,784,662 185,241 3,958
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
HeartSciences Inc. shareholders rejected Amendment of the Company’s Certificate of Formation to Provide for Exculpation of Officers at the 2026-04-30 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-04-30
Exact text from the filing
Proposal 3: Amendment of the Company’s Certificate of Formation to Provide for Exculpation of Officers of the Company The Company’s shareholders voted as follows with respect to the Company’s proposed amendment of its Amended and Restated Certificate of Formation to authorize the exculpation of officers of the Company in limited circumstances as allowed by Texas law: For Against Abstained Broker Non-Votes 542,609 133,919 9,050 1,288,285
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
HeartSciences Inc. shareholders approved Amendment of the Company’s 2023 Employee Stock Purchase Plan at the 2026-04-30 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
Proposal 2: Amendment of the Company’s 2023 Employee Stock Purchase Plan The Company’s shareholders approved an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2023 Equity Incentive Plan (as amended, the “Plan”) to 1,250,000 shares, plus such number of shares of common stock, which is equal to the lesser of (i) 25% of the total number of shares of all classes of common stock and the Company’s preferred stock, $0.001 par value per share, as converted to common stock, outstanding on the last day of each the immediately preceding fiscal year, and (ii) a lesser number of shares of our common stock determined by the Administrator (as defined in the Plan), by voting as follows: For Against Abstained Broker Non-Votes 359,995 323,187 2,395 1,288,266
View on SEC.gov
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