Heart Test Laboratories Inc

S-11 ea0200010-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 5, 2024.

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

550 Reserve St, Suite 360

Southlake, Texas 76092

682-237-7781

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Danielle Watson

550 Reserve St, Suite 360

Southlake, Texas 76092

682-237-7781

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jonathan ShechterSasha AblovatskiyFoley Shechter Ablovatskiy LLP1180 Avenue of the Americas, 8th FloorNew York, New York 10036Tel: (212) 335-0465

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling stockholders are not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 5, 2024

34,684,859 Shares of Common Stock

This prospectus relates to the resale of up to 34,684,859 shares (the “Shares”) of Heart Test Laboratories, Inc.’s (“we,” “us,” “our,” “HeartSciences” or the “Company”) common stock, $0.001 par value per share (the “Common Stock”), by the selling stockholders (the “Selling Stockholders”) named in this prospectus, consisting of: (i) 4,854,853 shares of Common Stock (the “Mount Sinai Shares”) issued on November 16, 2023 to Icahn School of Medicine at Mount Sinai (“Mount Sinai”) pursuant to the Securities Purchase Agreement, dated September 20, 2023, between us and Mount Sinai (the “Mount Sinai Securities Purchase Agreement”), (ii) 710,605 shares of Common Stock issuable upon the exercise ofpre-funded warrants to purchase Common Stock issued on November 16, 2023 to Mount Sinai pursuant to the Mount Sinai Securities Purchase Agreement (the “MTSPre-Funded Warrants”), (iii) 914,148 shares of Common Stock issuable upon the exercise of our warrants to purchase Common Stock issued on November 16, 2023 to Mount Sinai pursuant to the Mount Sinai Securities Purchase Agreement (the “MTS Warrants” and together with the MTSPre-Funded Warrants, the “Warrants” and the shares of Common Stock issuable in connection with the exercise of Warrants, the “Warrant Shares”), (iv) up to 21,423,965 shares of Common Stock (the “Lincoln Park Shares”) issuable to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to the Purchase Agreement, dated March 10, 2023, between us and Lincoln Park (the “Lincoln Park Purchase Agreement”), (v) 3,656,288 shares of Common Stock (the “Adams Shares”) issued on November 16, 2023 to John Q. Adams (“Adams”) pursuant to the note conversion letter agreement, dated November 16, 2023, between us and Adams, and (vi) 3,125,000 shares of Common Stock (the “Matthews Shares”) issued on November 16, 2023 to Matthews Southwest Holdings, Inc. (“Matthews”) pursuant to the note conversion letter agreement, dated November 16, 2023, between us and Matthews (the “Matthews Note Conversion Letter Agreement”). For more information about the Selling Stockholders, please see the section of this prospectus entitled “Selling Stockholders” beginning on page 31.

We are registering the resale of the Mount Sinai Shares and the Warrant Shares as required by the Mount Sinai Securities Purchase Agreement. We are registering the resale of the Lincoln Park Shares pursuant to the terms of the Registration Rights Agreement, dated March 10, 2023, between us and Lincoln Park.

Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of their respective Shares. The Selling Stockholders may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 34 of this prospectus for more information about how the Selling Stockholders may sell or otherwise dispose of the shares of Common Stock being registered pursuant to this prospectus.

We will not receive any of the proceeds from the Shares sold by the Selling Stockholders, other than any proceeds from any cash exercise of the Warrants. We will, however, receive proceeds from the sale of the Lincoln Park Shares directly to Lincoln Park pursuant to the Lincoln Park Purchase Agreement.

Lincoln Park is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). For more information, please see the section of this prospectus titled “Plan of Distribution” beginning on page 34.

No other underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. The other Selling Stockholders may, individually but not severally, be deemed to be an “underwriter” within the meaning of the Securities Act of their respective Shares that they are offering pursuant to this prospectus. The Selling Stockholders will bear all commissions and discounts, if any, and similar expenses attributable to their respective sales of the Shares. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Shares, including legal and accounting fees. See “Plan of Distribution” beginning on page 34.

We previously completed our initial public offering (“IPO”) of units consisting of shares of Common Stock and warrants to purchase shares of Common Stock (the “IPO Warrants”), on June 17, 2022. Our Common Stock and our IPO Warrants are listed on the Nasdaq Capital Market under the symbols “HSCS” and “HSCSW,” respectively. On February 28, 2024, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.1164 per share and the closing price of our IPO Warrants was $0.085 per warrant.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this prospectus and any prospectus supplement, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus is only accurate on the date of this prospectus, regardless of the time of any sale of securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for a discussion of certain risks and uncertainties you should consider before investing in our securities.

Neither the U.S. Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these Securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.