UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on September 18, 2023 Heart Test Laboratories, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Original EDA”), with Maxim Group LLC (“Maxim Group”) as sales agent (the “Sales Agent”) pursuant to which the Company may offer and sell, from time to time, an aggregate of up to $3,250,000 of its shares of 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”)). As of November 9, 2023, the Company has sold 11,065,416 shares of Common Stock with an aggregate offering price of approximately $3.25 million.
On November 9, 2023, the Company entered into Amendment No. 1 to the Original EDA (the “Amended EDA” and together with the Original EDA, the “EDA”) with Maxim Group pursuant to which the Company may issue and sell up to $10,000,000 of its shares of Common Stock (the “Shares”) from time to time through the Sales Agent; 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). Pursuant to the Amended EDA, the Company has agreed to reimburse Maxim Group’s legal fees and expenses up to $65,000. As of November 9, 2023, the aggregate market value of the Company’s outstanding shares of Common Stock held by non-affiliates was $18,023,756, which was calculated based on 21,204,419 outstanding shares of Common Stock held by non-affiliates on November 9, 2023 and a price per share of $0.85, which was the closing price of the Common Stock on September 15, 2023 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 offered and sold 11,065,416 shares of Common Stock with an aggregate offering price of approximately $3.25 million pursuant to General Instruction I.B.6 of Form S-3.
The offering pursuant to the EDA will terminate upon the sale of all Shares subject to the EDA. The EDA may also be terminated by the Company or by the Sales Agent at any time.
The Shares 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 Securities and Exchange Commission on September 28, 2023, including the at the market offering prospectus contained therein, as amended and supplemented by the prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on November 9, 2023.
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, which was filed as an exhibit to the Company’s Current Report on Form 8-K, dated September 22, 2023, and the Amended EDA, which is filed as Exhibit 1.2 to this Current Report on Form 8-K, and 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 on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
| Exhibit Number | Description | |
| 1.1 | Equity Distribution Agreement, dated September 18, 2023 between Heart Test Laboratories, Inc. and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed September 22, 2023). | |
| 1.2* | Amendment No. 1 to Equity Distribution Agreement dated November 9, 2023 between Heart Test Laboratories, Inc. and Maxim Group LLC. | |
| 5.1* | Opinion of Foley Shechter Ablovatskiy LLP | |
| 23.1* | Consent of Foley Shechter Ablovatksiy LLP (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
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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.
| HEART TEST LABORATORIES, INC. | ||
| By: | /s/ Andrew Simpson | |
| Date: November 9, 2023 | Name: | Andrew Simpson |
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors | |
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