false 0001468492 0001468492 2024-12-17 2024-12-17 0001468492 us-gaap:CommonStockMember 2024-12-17 2024-12-17 0001468492 HSCS:WarrantsMember 2024-12-17 2024-12-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): December 17, 2024

 

HeartSciences Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Texas   001-41422   26-1344466
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

  

550 Reserve Street, Suite 360
Southlake, Texas		   76092
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 682 237-7781

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   HSCS   The Nasdaq Stock Market LLC
Warrants   HSCSW   The Nasdaq Stock Market LLC

 

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 8.01 Other Events.

 

On June 7, 2023, HeartSciences, Inc., a Texas corporation (the “Company”), filed a Registration Statement on Form S-1, as amended (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the proposed public offering of its common stock. The Company has withdrawn the Registration Statement in order to preserve its flexibility to explore additional sources of financing. No securities have been sold in connection with the offering, and the Registration Statement was not declared effective by the SEC. The Company withdrew the Registration Statement on December 17, 2024, and it does not intend to pursue the public offering contemplated by the Registration Statement at this time.

 

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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: December 17, 2024 By: /s/ Andrew Simpson
    Name:  Andrew Simpson
    Title: President, Chief Executive Officer, and
Chairman of the Board of Directors

 

 

2

 

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Dec. 17, 2024
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Entity File Number 001-41422
Entity Registrant Name HeartSciences Inc.
Entity Central Index Key 0001468492
Entity Tax Identification Number 26-1344466
Entity Incorporation, State or Country Code TX
Entity Address, Address Line One 550 Reserve Street
Entity Address, Address Line Two Suite 360
Entity Address, City or Town Southlake
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76092
City Area Code 682
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Pre-commencement Issuer Tender Offer false
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Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol HSCS
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol HSCSW
Security Exchange Name NASDAQ
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