[144] Trimas Corporation SEC Filing

Rhea-AI Filing Summary

HeartSciences, Inc. (Nasdaq: HSCS/HSCSW) filed an 8-K to update investors on its ongoing Regulation A offering and a note-for-equity exchange.

• The Form 1-A, qualified on 10 Mar 2025, permits sale of up to 4,285,714 Units at $3.50 each (maximum proceeds $15.0 million). Each Unit comprises one share of Series D Preferred Stock and one warrant exercisable at $5.00 for one common share.
• Through 29 Jul 2025, the company has closed on $4.3 million in gross proceeds, issuing 1,241,188 Units.
• Holders have converted 850,981 Series D shares into an equal number of common shares (the “Reg A Issuance”).
• Separately, the company exchanged $1.105 million principal of a September 2024 unsecured promissory note for 301,111 common shares, reducing the note by that amount (the “Debt Exchange”).
• Post-transactions, 2,244,247 common shares are issued and outstanding as of 29 Jul 2025.

No financial statements were included; the filing was limited to disclosure of these capital transactions.

Positive

• $4.3 million in new equity capital raised through Reg A offering
• Conversion of preferred stock simplifies capital stack and removes dividend obligations
• Debt exchange reduces principal by $1.105 million, lowering leverage

Negative

• Issuance of 1.15 million new common shares produces immediate dilution
• Reg A proceeds to date represent only about 29 % of the $15 million target, leaving financing needs unresolved

Insights

Financial Analyst

TL;DR: Raises $4.3 m cash, cuts $1.1 m debt; dilution increases share count to 2.24 m—net impact modestly positive.

The Reg A offering brings in only 29 % of the $15 m target but still strengthens liquidity without bank leverage. Converting preferred into common simplifies capital structure, while the note exchange eliminates unsecured debt and interest expense. However, issuing 1.15 m new common shares (850 k from conversion plus 301 k for debt) dilutes existing holders. Overall, cash in and debt out outweigh dilution for a micro-cap striving to fund operations.

Corporate Governance Expert

TL;DR: Transactions follow standard Reg A mechanics; no governance red flags detected.

The company properly disclosed conversions and debt exchange under Item 8.01 and updated outstanding share count, maintaining transparency. No preferential terms beyond market-standard warrant pricing are noted. Reducing unsecured debt improves balance-sheet risk. The filing is routine and non-controversial.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	29487	1060950.82	40641562	07/30/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/11/2023	Restricted Stock Vesting	Issuer			29487	03/11/2023	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Thomas A. Amato 38505 Woodward Avenue Suite 200 Bloomfield Hills MI 48304	Common	07/29/2025	63965	2241703.40

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much has HeartSciences (HSCS) raised in its 2025 Reg A offering?

As of 29 Jul 2025, HeartSciences has raised $4.3 million in gross proceeds.

What securities are included in each Unit sold by HSCS?

Each Unit contains one Series D Preferred share and one warrant to buy one common share at $5.00.

How many common shares are now outstanding after the conversions and debt exchange?

The company reports 2,244,247 common shares issued and outstanding as of 29 Jul 2025.

What amount of debt was eliminated through the note-for-equity exchange?

HeartSciences exchanged $1.105 million of an unsecured promissory note for 301,111 common shares.

What is the maximum amount HeartSciences can still raise under its Reg A offering?

Up to $10.7 million remains available, given the $15 million cap and $4.3 million raised to date.