UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On February 3, 2023, Heart Test Laboratories, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the warrants to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issued in the Company’s private placement of securities pursuant to that certain Securities Purchase Agreement dated as of December 22, 2021 (the “SPA,” and such warrants issued thereunder, as previously amended on September 8, 2022, the “Bridge Warrants”). The Bridge Warrants were issued to the buyers under the SPA along with 8% secured subordinated convertible notes, which subsequently converted into shares of Common Stock upon the Company’s initial public offering on June 15, 2022.
The Amendment, which has been executed by the Company and the lead investor under the SPA, amends the Bridge Warrants as follows:
Additionally, the Amendment provides that in the event that the aggregate number of shares of Common Stock to be received by a holder upon an exercise of its Bridge Warrant during the Limited Period would result in such holder’s receiving shares of Common Stock in excess of its applicable Maximum Percentage (as defined in the Bridge Warrant), in lieu of delivery of shares of Common Stock in excess of the Maximum Percentage, the holder shall receive such excess shares as pre-funded warrants substantially in the form issued in connection with the SPA, with certain exercise price adjustment provisions removed. Further, the Amendment includes a waiver of Section 4(w) of the SPA, which placed certain restrictions on the Company’s ability to issue securities for a specified period of time.
At the end of the Limited Period, the Company will issue new amended and restated Bridge Warrants reflecting the amendments set forth in the Amendment to the holders that continue to hold unexercised Bridge Warrants.
John H. Matthews, the controlling shareholder of Matthews Holdings Southwest, Inc. (“MSW”), is a beneficial owner of more than 5% of the Company’s outstanding Common Stock and MSW is a holder of Bridge Warrants. There are no other material relationships between the Company or its affiliates and any of the holders of the Bridge Warrants other than in respect of the SPA, the transactions contemplated thereunder and beneficial ownership of securities of the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 in relation to the Amendment, the amended and restated Bridge Warrants and the shares of Common Stock issuable thereunder is hereby incorporated by reference into this Item 3.02. The Amendment, including the issuance of the amended and restated Bridge Warrants, is being completed in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering. In accordance with Section 3(a)(9) of the Securities Act, the securities are being exchanged by the Company with its existing security holders in a transaction where no commission or other remuneration is being paid or given directly or indirectly for soliciting such exchange. The amended and restated Bridge Warrants will take on the registered characteristics of the existing Bridge Warrants.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the disclosures set forth above in Items 1.01 and 3.02 are incorporated by reference in this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
4.1 |
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Form of Amendment No. 2 to Warrant to Purchase Common Stock, dated February 3, 2023. |
104 |
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Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
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.
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HEART TEST LABORATORIES, INC. |
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Date: |
February 3, 2023 |
By: |
/s/ Andrew Simpson |
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Andrew Simpson |