HeartSciences Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 19, 2025, HeartSciences Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. In its quarterly report for the period ended January 31, 2025, the Company reported stockholders’ equity of $1,786,689, and, as of March 19, 2025, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, and as a result, does not currently satisfy Listing Rule 5550(b)(1).
Nasdaq’s letter has no immediate impact on the listing of the Company’s common stock or public warrants, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. Nasdaq’s letter provides the Company with 45 calendar days, or until May 5, 2025, to submit a plan to regain compliance. If the plan is accepted, the Company can be granted up to 180 calendar days from March 19, 2025, to evidence compliance. There can be no assurance that the Company will be able to regain compliance with all applicable continued listing requirements or that its plan will be accepted by the Nasdaq staff. In the event the plan is not accepted by the Nasdaq staff, or in the event the plan is accepted and the extension granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement. The Company intends to submit the compliance plan by the Nasdaq deadline.
If trading in the Company’s common stock or public warrants is suspended on Nasdaq or the common stock or the public warrants are delisted by Nasdaq for any reason, it could negatively impact the Company as it would likely reduce the liquidity and market price of the common stock and the public warrants; reduce the number of investors willing to hold or acquire the common stock; negatively impact the Company’s ability to access equity markets and obtain financing; and impair the Company’s ability to provide equity incentives.
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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: | March 21, 2025 | By: | /s/Andrew Simpson |
| Name: | Andrew Simpson | ||
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors |
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