HeartSciences (NASDAQ: HSCS) regains Nasdaq minimum equity listing bar

Rhea-AI Filing Summary

HeartSciences Inc. reports that it has regained compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement, which calls for at least $2.5 million in stockholders’ equity for companies on The Nasdaq Capital Market. Nasdaq’s Listing Qualifications Staff notified the company on September 16, 2025, that the issue is resolved and the matter is now closed. HeartSciences had previously submitted a plan to Nasdaq explaining how it would regain and maintain compliance after falling below the required equity level.

Positive

• Nasdaq compliance restored: HeartSciences regained compliance with Nasdaq Listing Rule 5550(b)(1) requiring at least $2.5 million in stockholders’ equity, closing out a prior deficiency notice and reducing delisting risk tied to that rule.

Negative

• None.

Insights

Equity markets and listing standards analyst

HeartSciences has removed a key Nasdaq delisting risk by restoring required equity.

Nasdaq confirmed that HeartSciences Inc. is back in compliance with the Minimum Stockholders’ Equity Requirement of $2.5 million for The Nasdaq Capital Market. This follows an earlier notice that the company no longer met Listing Rule 5550(b)(1), prompting HeartSciences to submit a remediation plan.

Maintaining compliance with Nasdaq’s equity standard reduces the immediate risk of delisting tied to that rule, which can be important for liquidity and investor access. The company’s plan was sufficient for Nasdaq to grant extra time and now close the matter, indicating the equity position has improved to at least the specified threshold.

Future company filings may provide more detail on how stockholders’ equity was increased and whether the underlying drivers, such as capital raises or retained earnings, are sustainable. The key milestone in this update is the Staff’s notice dated September 16, 2025, confirming that the prior deficiency under Rule 5550(b)(1) has been resolved.

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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): September 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 16, 2025, HeartSciences Inc. (the “Company”) received formal notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has regained compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement (as defined below) and the matter is now closed.

As previously disclosed in the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on March 21, 2025, the Company previously received a letter from the Staff indicating that the Company was not in compliance with the requirements of Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2.5 million in stockholders’ equity (the “Minimum Stockholders’ Equity Requirement”), and the Company did not otherwise meet the alternative requirements of market value of listed securities or net income from continuing operations, for continued listing on The Nasdaq Capital Market. The Company subsequently submitted with Nasdaq a specific plan to regain and sustain compliance with the Rule. Based on the Company’s submission, the Staff previously granted the Company an extension of time to regain compliance with the Rule.

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:	September 17, 2025	By:	/s/ Andrew Simpson
			Andrew Simpson President, Chief Executive Officer and Chairman of the Board of Directors

FAQ

What did HeartSciences Inc. (HSCSW) announce in this 8-K?

HeartSciences Inc. announced that Nasdaq’s Listing Qualifications Staff notified the company on September 16, 2025, that it has regained compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement and that the matter is now closed.

Which Nasdaq rule did HeartSciences regain compliance with?

The company regained compliance with Nasdaq Listing Rule 5550(b)(1), which applies to The Nasdaq Capital Market and requires companies to maintain the Minimum Stockholders’ Equity Requirement.

What is the Minimum Stockholders’ Equity Requirement mentioned for HeartSciences?

The Minimum Stockholders’ Equity Requirement referenced is at least $2.5 million in stockholders’ equity for companies listed on The Nasdaq Capital Market under Listing Rule 5550(b)(1).

Why was HeartSciences previously out of compliance with Nasdaq standards?

HeartSciences had earlier received a letter from Nasdaq’s Staff stating that it did not meet the Minimum Stockholders’ Equity Requirement of $2.5 million and did not meet the alternative continued listing criteria for market value of listed securities or net income from continuing operations.

How did HeartSciences respond to the Nasdaq deficiency notice?

The company submitted a specific plan to Nasdaq describing how it would regain and sustain compliance with Listing Rule 5550(b)(1). Based on this plan, Nasdaq’s Staff granted HeartSciences an extension of time to regain compliance.

What is the current status of HeartSciences’ Nasdaq listing after this update?

According to the notice dated September 16, 2025, Nasdaq’s Staff has determined that HeartSciences is back in compliance with the Minimum Stockholders’ Equity Requirement, and the prior deficiency matter is considered closed.