HeartSciences (NASDAQ: HSCS) adopts indemnification for directors, officers

Rhea-AI Filing Summary

HeartSciences Inc. approved a form of indemnification agreement on December 15, 2025 for each of its directors and executive officers. The agreement states that the company will indemnify these individuals and advance their expenses to the fullest extent permitted under Texas law and the company’s Certificate of Formation.

The arrangement also provides for continued coverage of each director and executive officer under the company’s directors’ and officers’ insurance policies. The form of indemnification agreement is filed as Exhibit 10.1.

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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 16, 2025

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

n/a

(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 1.01 Entry into a Material Definitive Agreement.

On December 15, 2025, the Board of Directors of HeartSciences Inc. (the “Company”) approved a form of Indemnification Agreement (the “Indemnification Agreement”) to be entered into with each of its directors and executive officers (each, an “Indemnitee”). The Indemnification Agreement provides generally that the Company will indemnify each Indemnitee and advance expenses to each Indemnitee to the fullest extent permitted under Texas law and the Certificate of Formation, and to provide for continued coverage of each Indemnitee under the Company’s directors’ and officers’ insurance policies. The form of Indemnification Agreement is attached hereto as Exhibit 10.1. The foregoing summary and description of the provisions of the Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Form of Indemnification Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

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 16, 2025	By:	/s/ Andrew Simpson
			Andrew Simpson President, Chief Executive Officer and Chairman of the Board of Directors

FAQ

What agreement did HeartSciences (HSCS) approve for its leaders?

HeartSciences approved a form of Indemnification Agreement to be entered into with each of its directors and executive officers.

Who is covered by the HeartSciences indemnification agreement?

Each director and executive officer of HeartSciences, referred to as an Indemnitee, is intended to be covered by the Indemnification Agreement.

What protections do the HeartSciences indemnification agreements provide?

The agreements provide that HeartSciences will indemnify each Indemnitee and advance expenses to them to the fullest extent permitted under Texas law and the company’s Certificate of Formation, and provide for continued D&O insurance coverage.

When did HeartSciences approve the indemnification agreement?

The Board of Directors approved the form of Indemnification Agreement on December 15, 2025.

Where can investors find the full text of the HeartSciences indemnification agreement?

The full text of the Indemnification Agreement is filed as Exhibit 10.1 to the report.

Under what law are the HeartSciences indemnification agreements structured?

The agreements are structured to provide indemnification and expense advancement to the fullest extent permitted under Texas law and the company’s Certificate of Formation.