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): June 3, 2024
Heart Test Laboratories, 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.
On June 3, 2024, Heart Test Laboratories, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that the Nasdaq Listing Qualifications staff has confirmed that the Company has regained compliance with the $1.00 per share minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), and that the Company is therefore in compliance with Nasdaq’s listing requirements. Consequently, the Company’s scheduled appeal at an oral hearing before a Nasdaq Hearing Panel on June 27, 2024 has been cancelled. The Company's common stock and public warrants will continue to be listed on Nasdaq.
As previously reported, the Company was previously notified by Nasdaq on August 2, 2023 that it was not in compliance with the Minimum Bid Price Requirement because its common stock failed to meet the closing bid price of $1.00 or more for 30 consecutive business days. In order to regain compliance with the Minimum Bid Price Requirement, the Company was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days. This requirement was met on May 31, 2024, the tenth consecutive trading day when the closing bid price of the Company's common stock was over $1.00.
On June 4, 2024, the Company issued a press release announcing Nasdaq’s notification to the Company that it has regained compliance with the Minimum Bid Price Requirement. A copy of the press release is attached hereto as Exhibit 99.1.
The information included in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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. |
| | | |
| Date: June 4, 2024 | By: | /s/ Andrew Simpson |
| | Name: | Andrew Simpson |
| | Title: | President, Chief Executive Officer and Chairman of the Board of Directors |
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