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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):
June 27, 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
(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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 27, 2025, in connection
with certain recent changes to the Texas Business Organizations Code (“TBOC”) and in light of Texas law, the Board of Directors
of HeartSciences Inc. (the “Company”) adopted certain amendments to the Company’s Bylaws (the “Bylaws”)
in order to:
| (i) | add a new section to provide
for a jury trial waiver for “internal entity claims” as defined in the TBOC; |
| (ii) | add a new section to adopt an
ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership
threshold of at least 3% of the Company’s issued and outstanding shares in order to institute or maintain a derivative proceeding;
and |
| (iii) | make technical revisions to
clarify the scope of the exclusive forum provision. |
The Bylaw amendments, adopted
in accordance with Texas law, became effective on June 27, 2025.
The foregoing description is qualified
in its entirety by reference to the amended Bylaws filed as Exhibit 3.1 to this Report.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 3.1* |
|
Third Amended and Restated Bylaws of HeartSciences Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 1, 2025 |
By: |
/s/ Danielle Watson |
| |
Name: |
Danielle Watson |
| |
Title: |
Chief Financial Officer |
2
