[8-K] HeartSciences Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Houlihan Lokey (HLI) Form 4: Co-Chairman Paul Eric Siegert reported two related transactions dated 18 Jul 2025. He was granted 2,818 performance shares of Class B common stock at a price of $0 under the 2016 Incentive Award Plan. The shares convert to Class A on a 1-for-1 basis and vest in four equal annual instalments if stated revenue-growth goals are met; any tranche that misses the target is forfeited.

Immediately after the grant, the same 2,818 Class B shares were deposited into the HL Voting Trust (Code “Z”). Siegert retains full investment and dispositive power over the trust assets. Post-transaction ownership stands at 2,818 Class B shares held directly and 424,657 Class B shares held indirectly through the Voting Trust.

No shares were sold and no cash changed hands, indicating a routine incentive-compensation event with negligible impact on Houlihan Lokey’s share count or control structure.

Positive

• Performance-based share grant strengthens alignment between executive compensation and revenue growth targets.
• Centralised voting via HL Voting Trust may support consistent governance while the executive retains economic rights.

Negative

• Additional 2,818 shares marginally increase potential dilution, though impact is minimal.
• Vesting is contingent; unmet performance goals could lead to forfeiture, adding uncertainty to ultimate share count.

Insights

Securities Analyst

TL;DR: Small, performance-based grant to Co-Chairman; aligns incentives, adds immaterial shares, neutral for valuation and control.

The filing documents a 2,818-share Class B award to Paul Eric Siegert at no cost, vesting over four years contingent on revenue growth. The simultaneous deposit into the HL Voting Trust centralises voting power, yet Siegert maintains investment control. Total indirect Class B holdings rise to 424,657, while direct holdings start at 2,818. Given Houlihan Lokey’s multi-million-share float, the incremental issuance is immaterial. With no sales, no cash, and no change to senior leadership, the disclosure is best viewed as routine incentive alignment rather than a signal of fundamental change.

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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): July 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 8.01 Other Events.

Regulation A Offering

As previously disclosed, on February 12, 2025, the Company filed an Offering Statement on Form 1-A (File No. 024-12572) (as amended and supplemented from time to time, the “Form 1-A”), with the U.S. Securities and Exchange Commission (the “SEC”) and which was qualified by the SEC on March 10, 2025, to register the offering of up to 4,285,714 units of the Company (the “Units”) at an offering price of $3.50 per Unit, for a maximum offering amount of $15,000,000 worth of Units (collectively, the “Offering”). Each Unit consists of one share of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and one warrant to purchase one share of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), at an exercise price of $5.00 per share.

As of July 16, 2025, the Company has received a total of $2.8 million of gross proceeds, resulting in the issuance of 797,452 Units, as a result of several closings of the Offering. As of July 16, 2025, holders of 486,815 shares of Series D Preferred Stock received as part of the issued Units have elected to convert such shares of Series D Preferred Stock into 486,815 shares of common stock. As of July 16, 2025, there were 1,797,914 shares of Common Stock issued and outstanding.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
Exhibit 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 21, 2025	By:	/s/ Andrew Simpson
			Andrew Simpson President, Chief Executive Officer and Chairman of the Board of Directors

FAQ

How many shares did HLI Co-Chairman Paul Eric Siegert acquire on July 18 2025?

He received 2,818 performance shares of Class B common stock.

What is the conversion ratio for Houlihan Lokey Class B to Class A shares?

Class B shares convert to Class A on a one-for-one basis with no expiration date.

What are the vesting conditions for the newly granted shares?

Shares vest in four equal annual instalments if specified revenue-growth targets are met; missed targets result in forfeiture.

How many Class B shares does Siegert now hold through the HL Voting Trust?

He holds 424,657 Class B shares indirectly via the Voting Trust.

Did the Form 4 report any cash transactions or share sales?

No; the transactions were equity grants and a trust deposit at a price of $0.