HeartSciences (NASDAQ: HSCS) 2026 meeting backs director, auditor, adjournment

Rhea-AI Filing Summary

HeartSciences Inc. reported voting results from its Annual Meeting of Stockholders. Shareholders representing 1,973,863 shares, or 57% of the 3,477,698 shares entitled to vote as of March 6, 2026, were present, establishing a quorum.

Shareholders elected Andrew Simpson as a Class III director, approved an increase in shares reserved under the 2023 Equity Incentive Plan to 1,250,000 shares plus a formula-based annual add-on, and ratified Haskell & White LLP as independent auditor for the fiscal year ending April 30, 2026. A charter amendment to add limited officer exculpation did not obtain the required majority, while an adjournment proposal to allow additional proxy solicitation was approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 3,477,698 shares Shares represented: 1,973,863 shares (57%) Equity plan reserve: 1,250,000 shares +5 more

8 metrics

Shares entitled to vote 3,477,698 shares Common and Series C Preferred (as-converted) as of March 6, 2026

Shares represented 1,973,863 shares (57%) Present in person or by proxy at April 30, 2026 meeting

Equity plan reserve 1,250,000 shares Base reserve under 2023 Equity Incentive Plan, plus formula add-on

Director election support 577,840 votes for Andrew Simpson Class III director election, 107,738 withheld

Equity plan amendment votes 359,995 for / 323,187 against Amendment to increase 2023 Equity Incentive Plan share reserve

Officer exculpation votes 542,609 for / 133,919 against Charter amendment for limited officer exculpation not approved

Auditor ratification votes 1,872,912 for Ratification of Haskell & White LLP, 91,205 against, 9,745 abstain

Adjournment proposal votes 1,784,662 for Approval to adjourn meeting if needed, 185,241 against, 3,958 abstain

Key Terms

Annual Meeting of Stockholders, quorum, broker non-votes, 2023 Equity Incentive Plan, +2 more

6 terms

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders for its fiscal year ended April 30, 2025"

quorum financial

"1,973,863, or 57%, of the outstanding shares, were present ... Accordingly, a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Broker Non-Votes ... 1,288,285"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

2023 Equity Incentive Plan financial

"reserved for issuance under the Company’s 2023 Equity Incentive Plan (as amended, the “Plan”)"

independent registered public accounting firm financial

"Haskell & White LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Amended and Restated Certificate of Formation financial

"amendment of its Amended and Restated Certificate of Formation to authorize the exculpation of officers"

Understanding 8-K Material Events →

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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): April 30, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2026, HeartSciences Inc. (the “Company”) held its Annual Meeting of Stockholders for its fiscal year ended April 30, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the five proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2026.

Of the Company’s 3,477,698 shares of common stock, $0.001 par value per share (the “common stock”), outstanding, and Series C Convertible Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), on an as converted basis outstanding, as of March 6, 2026 (the “Record Date”) and entitled to vote at the Annual Meeting, 1,973,863, or 57%, of the outstanding shares, were present either in person or by proxy. Accordingly, a quorum was present at the Annual Meeting.

The results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1: Election of Directors

The following one Class III nominee will serve for a three-year term expiring on the date of the Company’s Annual Meeting of Shareholders to be held for its fiscal year ending April 30, 2028 or until his successor is duly elected or his earlier resignation or removal. The voting with respect to the election of directors was as follows:

Election of Directors

For

Withheld

Broker Non-Votes

Andrew Simpson

577,840

107,738

1,288,285

Proposal 2: Amendment of the Company’s 2023 Employee Stock Purchase Plan

The Company’s shareholders approved an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2023 Equity Incentive Plan (as amended, the “Plan”) to 1,250,000 shares, plus such number of shares of common stock, which is equal to the lesser of (i) 25% of the total number of shares of all classes of common stock and the Company’s preferred stock, $0.001 par value per share, as converted to common stock, outstanding on the last day of each the immediately preceding fiscal year, and (ii) a lesser number of shares of our common stock determined by the Administrator (as defined in the Plan), by voting as follows:

For				Against				Abstained				Broker Non-Votes
	359,995				323,187				2,395				1,288,266

 1

Proposal 3: Amendment of the Company’s Certificate of Formation to Provide for Exculpation of Officers of the Company

The Company’s shareholders voted as follows with respect to the Company’s proposed amendment of its Amended and Restated Certificate of Formation to authorize the exculpation of officers of the Company in limited circumstances as allowed by Texas law:

For				Against				Abstained				Broker Non-Votes
	542,609				133,919				9,050				1,288,285

Such proposal was not approved at the Annual Meeting because an affirmative vote of a majority of the aggregate of (i) the shares of the Company’s common stock and (ii) the shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock, issued and outstanding as of the Record Date, voting together as a single class, was required to approve such proposal.

Proposal 4: Auditor Ratification Proposal

The Company’s shareholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026 by voting as follows:

For				Against				Abstain
	1,872,912				91,205				9,745

 Proposal 5: Adjournment  Proposal

The Company’s shareholders approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting by voting as follows:

For				Against				Abstain
	1,784,662				185,241				3,958

No other matters were considered or voted upon at the Annual Meeting.

 2

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:	May 6, 2026	By:	/s/ Andrew Simpson
		Name:	Andrew Simpson
		Title:	President, Chief Executive Officer, and Chairman of the Board of Directors

 3

FAQ

What was the shareholder turnout at HeartSciences (HSCS) 2026 annual meeting?

Shareholders representing 1,973,863 shares, or 57% of the 3,477,698 shares entitled to vote, attended or were represented by proxy. This level of participation established a valid quorum for HeartSciences’ Annual Meeting of Stockholders held on April 30, 2026.

Which director was elected at HeartSciences (HSCS) 2026 annual meeting?

Shareholders elected Andrew Simpson as a Class III director. He received 577,840 votes for and 107,738 votes withheld, with 1,288,285 broker non-votes. His term runs until the annual meeting for the fiscal year ending April 30, 2028.

Did HeartSciences (HSCS) shareholders approve changes to the 2023 Equity Incentive Plan?

Yes. Shareholders approved increasing shares reserved under the 2023 Equity Incentive Plan to 1,250,000 plus a formula-based annual increase. The vote was 359,995 for, 323,187 against, 2,395 abstentions, and 1,288,266 broker non-votes, allowing continued equity-based compensation.

Was the officer exculpation charter amendment approved at HeartSciences (HSCS)?

No. The proposal to amend the Amended and Restated Certificate of Formation to authorize limited exculpation of officers did not receive the required majority. Votes were 542,609 for, 133,919 against, 9,050 abstentions, and 1,288,285 broker non-votes, so it was not adopted.

Who is HeartSciences’ (HSCS) auditor for the year ending April 30, 2026?

Shareholders ratified Haskell & White LLP as HeartSciences’ independent registered public accounting firm for the fiscal year ending April 30, 2026. The ratification vote was 1,872,912 for, 91,205 against, and 9,745 abstentions, confirming the existing audit relationship.

What happened with the adjournment proposal at HeartSciences (HSCS) annual meeting?

Shareholders approved the adjournment proposal, allowing one or more adjournments to solicit additional proxies if needed. The vote totaled 1,784,662 for, 185,241 against, and 3,958 abstentions, giving the company flexibility to extend voting on proposals if necessary.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.4 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB