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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): August 3, 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: (see General Instruction A.2. below):
| ☐ |
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© 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, $0.001
par value per share |
|
HSCS |
|
The Nasdaq Stock
Market LLC |
| Warrants to purchase
common stock |
|
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.
As
previously reported, on September 18, 2023, the Company entered into an Equity Distribution
Agreement (the “Original EDA”), with Maxim Group LLC (“Maxim Group”) as sales agent (the “Sales Agent”),
as amended on November 9, 2023 and November 17, 2023 (the “Amendments to the EDA”), pursuant to which the Company
may offer and sell, from time to time, up to $15,000,000 of shares of its common stock, $0.001 par value per share (the “Common
Stock”), in an “at the market” offering (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended
(the “Securities Act”)).
On
August 3, 2025, the Company entered into Amendment No. 3 to the Original EDA (the “Third Amended EDA” and, collectively with
the Amendments to the EDA, the “EDA”) with Maxim Group pursuant to which the Company may offer and sell, from time to time,
up to $25,000,000 of shares of Common Stock and the parties further agreed that Maxim will be entitled to compensation at a commission
rate equal to 4.0% of the gross sales price per share sold pursuant to the EDA up to a maximum of $11,036,310 in gross proceeds to the
Company, and 3.0% of the gross sales price per share sold pursuant to the EDA from any gross proceeds to the Company in excess of such
amount; provided, however, that in no event will the Company issue or sell through the Sales Agent such number of shares of Common Stock
that would cause the Company or the offering of its shares of Common Stock to not satisfy the eligibility and transaction requirements
for use of Form S-3 (including General Instruction I.B.6 of Form S-3). As of July 31, 2025, the
aggregate market value of the Company’s outstanding shares of Common Stock held by non-affiliates was $14,737,609, which was calculated
based on 2,276,253 outstanding shares of Common Stock held by non-affiliates on July 31, 2025 and a price per share of $5.73, which was
the closing price of the Common Stock on July 10, 2025 and is the highest closing sale price of Common Stock on the Nasdaq Capital Market
within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell the shelf securities in
a public primary offering with a value exceeding more than one-third of the aggregate market value of the Company’s voting and
non-voting ordinary shares held by non-affiliates in any 12-month period as long as the aggregate market value of the Company’s
outstanding ordinary shares held by non-affiliates is less than $75 million. During the 12 calendar months prior to
and including the date of this Current Report on Form 8-K, the Company has not sold any shares of Common Stock pursuant to General Instruction I.B.6
of Form S-3.
The
shares of Common Stock issuable pursuant to the EDA have been registered under the Securities Act, pursuant to the Company’s shelf
registration statement on Form S-3 (Registration No. 333-274554) (the “Registration Statement”), which was declared effective
by the SEC on September 28, 2023, and will be issued and sold pursuant to the at the market offering prospectus contained therein,
as amended and supplemented by the prospectus supplement dated August 3, 2025 and filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act on August 4, 2025, and as it may be further amended and supplement from time to time.
The
foregoing description of the EDA does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Original EDA and the Amendments to the EDA, which are filed as an exhibits 1.1, 1.2 and 1.3, respectively, to this Current Report
on Form 8-K (this “Current Report”), and the Third Amended EDA which is filed as Exhibit 1.4 to this Current, and are
incorporated herein by reference. The legal opinion of Foley Shechter Ablovatskiy LLP, counsel to the Company, relating to the validity
of the additional shares of Common Stock being offered pursuant to the EDA is filed as Exhibit 5.1 to this Current Report and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Equity Distribution Agreement, dated September 18, 2023 between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 22, 2023). |
| |
|
|
| 1.2 |
|
Amendment No. 1 to Equity Distribution Agreement dated November 9, 2023 between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2023). |
| |
|
|
| 1.3 |
|
Amendment No. 2 to Equity Distribution Agreement dated November 17, 2023 between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 17, 2023). |
| |
|
|
| 1.4* |
|
Amendment No. 3 to Equity Distribution Agreement dated August 3, 2025 between the Company and Maxim Group LLC |
| |
|
|
| 5.1* |
|
Opinion of Foley Shechter Ablovatskiy LLP |
| |
|
|
| 23.1* |
|
Consent of Foley Shechter Ablovatskiy LLP (contained in Exhibit 5.1) |
| |
|
|
| 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. |
| |
|
| |
By: |
/s/ Andrew
Simpson |
| Date: August 4, 2025 |
Name: |
Andrew Simpson |
| |
Title: |
President, Chief Executive Officer and
Chairman of the Board of Directors |
