UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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. |
The Bylaw amendments, adopted in accordance with Texas law, became effective on June 27, 2025.
The foregoing description is qualified in its entirety by reference to the amended Bylaws filed as Exhibit 3.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1* | Third Amended and Restated Bylaws of HeartSciences Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HeartSciences Inc. | ||
| Date: July 1, 2025 | By: | /s/ Danielle Watson |
| Name: | Danielle Watson | |
| Title: | Chief Financial Officer | |
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