Heart Test Laboratories Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year (Amendment)
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Explanatory Note
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported by Heart Test Laboratories, Inc. (the “Company”) in its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on May 10, 2024 (the “May 10th Form 8-K”), on May 6, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Formation (the “Certificate of Amendment”) with the Secretary of State of Texas to, among other things, effect on the corporate level a one-for-one hundred reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.001 par value per share (the “Common Stock”), and also to effect a one-for-one hundred Reverse Stock Split of the Company’s warrants (the “Warrants”).
The Company anticipates that its Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market at the market open on May 17, 2024. The trading symbols for the Common Stock and the public Warrants will remain “HSCS” and “HSCSW,” respectively.
As a result of the Reverse Stock Split, every one hundred (100) shares of the pre-split issued and outstanding shares of Common Stock will automatically convert into one (1) post-split share of Common Stock. All fractional shares will be rounded up. Following the Reverse Stock Split, the new CUSIP number for the Common Stock will be 42254E302.
As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split ratio will be made to the Company’s outstanding Warrants such that every one hundred (100) shares of Common Stock that may be issued upon the exercise of the Warrants held immediately prior to the Reverse Stock Split will represent one share of Common Stock that may be issued upon exercise of such Warrants immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to the public Warrants immediately prior to the Reverse Stock Split will be proportionately increased, such that the exercise price per share of the Common Stock attributable to such public Warrants immediately following the Reverse Stock Split is $425.00, which equals the product of 100 multiplied by $4.25, the exercise price of the Public Warrants per share immediately prior to the Reverse Stock Split. The CUSIP will remain unchanged for the public Warrants.
For additional information regarding the Certificate of Amendment and the Reverse Stock Split, please see the May 10th Form 8-K.
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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.
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HEART TEST LABORATORIES, INC. | ||
| Date: | May 16, 2024 | By: | /s/ Andrew Simpson |
Name: Title: |
Andrew
Simpson President, Chief Executive Officer and Chairman of the Board of Directors |
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