HeartSciences Inc.

DEF 14A 1 ea0214952-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Schedule 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

HEART TEST LABORATORIES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Explanatory Note

This definitive proxy statement on Schedule 14A (the “Proxy Statement”) is being filed by Heart Test Laboratories, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2024, in connection with the Company’s Annual Meeting of Shareholders for its fiscal year ended April 30, 2024 (the “Annual Meeting”), to be held on Thursday, November 7, 2024, at 9:00 a.m. Eastern Time. In accordance with the applicable rules of The Nasdaq Capital Market (“Nasdaq”), the Company is required to hold its annual shareholder meeting no later than 12 months following the end of its fiscal year, and therefore is filing this Proxy Statement and holding the Annual Meeting to satisfy such requirements of Nasdaq.

As the Company did not hold a 2023 Annual Meeting of Shareholders, the Company solicited approval of both its Class I and Class II director nominees collectively in its inaugural Annual Meeting of Shareholders on January 17, 2024. However, as the Company’s sole Class III director nominee’s initial term expires at the 2025 Annual Meeting of Shareholders for the Company’s fiscal year ending April 30, 2025, the Company is not soliciting shareholder approval of the election of such Class III director through this Proxy Statement at the Annual Meeting.

PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 7, 2024

To the Shareholders of Heart Test Laboratories, Inc.:

We are pleased to invite you to attend our Annual Meeting of Shareholders for our fiscal year ended April 30, 2024 (the “Annual Meeting”) of Heart Test Laboratories, Inc., a Texas corporation (the “Company”), which will be held virtually via a live audio webcast athttps://web.lumiconnect.com/29304667 on Thursday, November 7, 2024, at 9:00 a.m. Eastern Time, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1. to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending April 30, 2025;

2. to approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting; and

3. to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Pursuant to the Company’s Second Amended and Restated Bylaws, the Company’s Board of Directors has fixed the close of business on September 16, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. Holders of the Company’s common stock and holders of shares of the Company’s Series C Convertible Preferred Stock are entitled to vote at the Annual Meeting.

Thank you for your ongoing support and continued interest in the Company.

By Order of the Board of Directors,

/s/ Andrew Simpson

Andrew Simpson

Chairman and Chief Executive Officer

Southlake, Texas

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF

COMMON STOCK AND/OR SERIES C PREFERRED STOCK YOU OWN!

You are cordially invited to attend the Annual Meeting, which will be held virtually via a live audio webcast athttps://web.lumiconnect.com/293046675. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY PHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THEPOSTAGE-PAID ENVELOPE PROVIDED.

If you are a shareholder of record, please vote by the internet or by telephone, or, if you elect to receive a paper proxy card by mail, by completing, dating, signing and returning the proxy mailed to you. Submitting your vote via the internet or by telephone or proxy card will not affect your right to vote in person online if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker, bank, or other nominee), you will receive instructions from your nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the internet if your voting instructions from your nominee include instructions for doing so. Even if you have voted by proxy, you may still vote online at the virtual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

Our Proxy Statement is attached. The Proxy Statement, Proxy Card and 2024 Annual Report may be accessed over the internet free of charge athttps://www.astproxyportal.com/ast/26868 and following the on-screen instructions. You may enter your voting instructions atwww.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.

Whether or not you expect to attend the Annual Meeting, please make sure you vote so that your shares will be represented at the Annual Meeting. Our shareholders can vote over the internet or by telephone as specified in the accompanying voting instructions or by completing and returning a proxy card. This will ensure the presence of a quorum at the Annual Meeting and save the expense and extra work of additional solicitation. Sending your proxy card will not prevent you from attending the Annual Meeting, revoking your proxy and voting your stock virtually. If you fail to return your proxy card, grant your proxy electronically over the Internet, submit your vote over the phone, or vote virtually at the Annual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Annual Meeting.

We encourage you to read the accompanying proxy materials carefully. If you have any questions concerning the Annual Meeting or the accompanying proxy materials, would like additional copies of the proxy materials or need help voting your shares of common stock or Series C Preferred Stock, please contact our Office Manager at (737) 414-9213.

Thank you for your participation. We look forward to your continued support.

PROXY STATEMENT