UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of Registrant as Specified in Its Charter)
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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The |
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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, Heart Test Laboratories, Inc. (the “Company”) has an outstanding Loan and Security Agreement in the principal amount of $500,000 (the “Loan and Security Agreement”) with Front Range Ventures LLC (“FRV”) evidenced by a secured, non-convertible promissory note. The loan accrues interest at a rate of 12% per annum, compounded annually, and had an original maturity date of September 30, 2021, which has been subsequently amended to, among other things, extend the maturity date on several occasions, the most recent extension being September 30, 2024.
On August 19, 2024 the Company and FRV entered into Amendment No. 6 to the Loan and Security Agreement (the “Amended Loan and Security Agreement”) and No. 2 Amended and Restated Secured Promissory Note (the “Amended Note”) to further extend the maturity date to September 30, 2025 (the “Maturity Date”) and pay the outstanding accrued interest as follows: (i) a payment of all accrued interest outstanding within five (5) business days of execution of the Amended Loan and Security Agreement; (ii) a payment of accrued interest on September 30, 2024 and (iii) thereafter all accrued interest due shall be payable on the Maturity Date. In addition, the Company may elect to repay all or any part of the Amended Note in its sole discretion at any time prior to the Maturity Date, provided such repayment shall not be less than $50,000 and shall first be applied to accrued interest and thereafter to the outstanding principal amount.
Item 3.03 |
Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
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Description |
10.1* |
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10.2* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
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.
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HEART TEST LABORATORIES, INC. |
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Date: |
August 21, 2024 |
By: |
/s/ Andrew Simpson |
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Name: Title: |
Andrew Simpson |