DEF 14A 1 def14a1223_hearttestlab.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

––––––––––––––––––––––––––––

Schedule 14A

____________________________

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material pursuant to Rule 14a-12

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):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PROXY STATEMENT

550 Reserve Street, Suite 360
Southlake, TX 76092

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 17, 2024

To the Shareholders of Heart Test Laboratories, Inc.:

We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Heart Test Laboratories, Inc., a Texas corporation (the “Company”), which will be held virtually via a live audio webcast at https://web.lumiagm.com/293046675 on Wednesday, January 17, 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 elect two members of our Class I board of directors and two members of our Class II board of directors identified in the accompanying proxy statement to hold office until the next applicable annual meeting of the Company’s shareholders;

2. to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock issuable by the Company pursuant to the Company’s Equity Line of Credit;

3. to approve the Company’s 2023 Equity Incentive Plan, as amended;

4. to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024;

5. to approve an amendment to the Company’s Amended and Restated Certificate of Formation to effect, at the sole discretion of the Company’s Board of Directors, a reverse stock split of its issued and outstanding shares of common stock, $0.001 par value per share, at a ratio to be determined in the sole discretion of the Company’s Board of Directors within a range of one-for-two through one-for-one hundred;

6. to approve an amendment to the Company’s Amended and Restated Certificate of Formation to change the name of the Company from “Heart Test Laboratories, Inc.” to “HeartSciences Inc.”;

7. to approve an amendment to the Company’s Amended and Restated Certificate of Formation to decrease the number of shares of common stock needed to establish a quorum for meetings of shareholders; and

8. 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

9. 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 November 20, 2023 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
		December 8, 2023

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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 at https://web.lumiagm.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 THE POSTAGE-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 2023 Annual Report may be accessed over the internet free of charge at https://www.astproxyportal.com/ast/26868 and following the on-screen instructions. You may enter your voting instructions at www.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.

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PROXY STATEMENT

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		Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		1
CORPORATE GOVERNANCE		9
PROPOSAL NO. 1 — ELECTION OF DIRECTORS		12
DIRECTOR COMPENSATION		17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS		18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		20
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		21
PROPOSAL NO. 2 — APPROVAL OF THE ELOC ISSUANCE PROPOSAL		26
PROPOSAL NO. 3 — APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN, AS AMENDED		29
PROPOSAL NO. 4 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		36
PROPOSAL NO. 5 — APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF FORMATION TO EFFECT A REVERSE SPLIT		37
PROPOSAL NO. 6 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF FORMATION TO EFFECT A NAME CHANGE		42
PROPOSAL NO. 7 — APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF FORMATION TO EFFECT A REDUCTION OF THE QUORUM REQUIREMENT		43
PROPOSAL NO. 8. — APPROVAL OF AN ADJOURMENT OF THE ANNUAL MEETING TO A LATER DATE OR TIME IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING		44
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		45
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		46
EXECUTIVE COMPENSATION		47
PARTICIPANTS IN THE SOLICITATION		50
EXPENSES OF SOLICITATION		50
OTHER INFORMATION		50
APPENDIX A-1 — 2023 EQUITY INCENTIVE PLAN		A-1-1
APPENDIX A-2 — AMENDMENT NO. 1 TO 2023 EQUITY INCENTIVE PLAN		A-2-1

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550 Reserve Street, Suite 360

Southlake, TX 76092

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 17, 2024

The board of directors of Heart Test Laboratories, Inc., a Texas corporation (“we,” “us,” “our,” HeartSciences” or “our Company”) solicits the enclosed proxy for the Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually via a live audio webcast at https://web.lumiagm.com/293046675 on Wednesday, January 17, 2024, at 9:00 a.m. Eastern Time, and for any adjournment or postponement thereof. This proxy statement (this “Proxy Statement”) is being made available to shareholders on or about December 8, 2023.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1. Q: Why am I receiving this proxy statement?

A: The Board is soliciting your proxy to vote at the Annual Meeting because you owned shares of HeartSciences common stock or Series C Preferred Stock at the close of business on November 20, 2023 (the “Record Date”) and are therefore entitled to vote at the Annual Meeting. This proxy statement summarizes the information that you need to know in order to cast your vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares of HeartSciences common stock or Series C Preferred Stock.

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we intend to mail the full set of our proxy materials, including this proxy statement, the proxy card and our Annual Report on Form 10-K for the year ended April 30, 2023, to our shareholders of record as of the Record Date entitled to vote at the Annual Meeting, on or around December 11, 2023. The proxy materials are also available to view and download over the internet free of charge at https://www.astproxyportal.com/ast/26868.

2. Q: What is the purpose of the Annual Meeting?

A: At the Annual Meeting, our shareholders will act upon the matters outlined in this Proxy Statement, including:

• election of two members of our Class I board of directors, the director nominees being Bruce Bent and Brian Szymczak, and election of two members of our Class II board of directors, the director nominees being Mark Hilz and David R. Wells (Proposal No. 1);

• approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the full issuance of shares of common stock issuable by us pursuant to our Equity Line of Credit (the “ELOC Issuance Proposal”) (Proposal No. 2);

• approval of our 2023 Equity Incentive Plan, as amended (Proposal No. 3);

• ratification of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending April 30, 2024 (Proposal No. 4);

• approval of an amendment to our Amended and Restated Certificate of Formation (the “Certificate of Formation”) to effect, at the sole discretion of the Company’s Board of Directors, a reverse stock split of our issued and outstanding shares of common stock, $0.001 par value per share (the “common stock”), at a ratio to be determined in the sole discretion of our Board of Directors within a range of one-for-two through one-for-one hundred (the “Reverse Split”) (Proposal No. 5);

• approval of an amendment to our Certificate of Formation to change the name of our Company from Heart Test Laboratories, Inc. to HeartSciences Inc. (the “Name Change”) (Proposal No. 6); and

• approval of an amendment to our Certificate of Formation to decrease the number of shares of common stock needed to establish a quorum for meetings of shareholders (the “Quorum Reduction”) (Proposal No. 7).

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• approval of the adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional 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 (Proposal No. 8).

Certain members of our board of directors and management and representatives of Haskell & White LLP, our independent registered public accounting firm, are expected to be present at the Annual Meeting or at any adjournment or postponement thereof to respond to appropriate questions from shareholders.

3. Q: What is the date, time and place of the Annual Meeting?

A: The Annual Meeting will be held virtually via a live audio webcast at https://web.lumiagm.com/293046675 on Wednesday, January 17, 2024, beginning at 9:00 a.m. Eastern Time. Any shareholder can listen to and participate in the Annual Meeting via the live audio webcast, and we believe that a virtual meeting provides expanded shareholder access and participation and improved communications, while affording shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically and submit questions and comments during the meeting in accordance with the rules of conduct for the meeting. We encourage you to attend online and participate.

4. Q: How do I attend and ask questions during the Annual Meeting?

A: We will be hosting the Annual Meeting via live audio webcast only. The meeting will start at 9:00 a.m. Eastern Time on Wednesday, January 17, 2024. Shareholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

You can attend the meeting by accessing https://web.lumiagm.com/293046675 and entering password, hearttest2024 as well as the 11-digit control number included on your Notice or your proxy card if you received one by mail. If you are a registered shareholder (i.e., you hold your shares through our transfer agent, EQ — Equiniti Trust Company, LLC (“Equiniti”), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.

Beneficial owners who do not have a control number may gain access to the meeting by registering in advance. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Heart Test Laboratories holdings along with your name and email address to Equiniti. Requests for registration must be labelled as “Legal Proxy” emailed to Proxy@equiniti.com and must be received no later than 11:59 p.m., Eastern Time, on Thursday, January 11, 2024. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following: by email — forward the email from your broker, or attach an image of your legal proxy, to danielle.watson@heartsciences.com or by mail to EQ, ATTN: EQ Mail Services, 6201 15th Avenue., Brooklyn, NY 11219.

Shareholders holding shares in “street name” may choose to enter as a guest. To log in as a guest, participants would visit https://web.lumiagm.com/293046675, then select “Log in as a Guest”. After selecting this option, they will be prompted to enter in their name and email address. After doing so, you will be allowed into the meeting. Note: guests cannot ask questions.

We recommend that you log in a few minutes before 9:00 a.m. Eastern Time to ensure you are logged in when the Annual Meeting begins.

If you would like to submit a question during the Annual Meeting after you are logged in, questions can be submitted by accessing the meeting center at https://web.lumiagm.com/#/m/293046675. Please click on the “Messaging” icon at the top of the left side of your screen, type your question into the text box, then click the “send” icon at the right of that text box. Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting as we determine in our sole discretion. To help ensure that we have a productive and efficient meeting, and in fairness to all shareholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

• You may submit questions and comments only electronically via the “Messaging” function through the meeting portal https://web.lumiagm.com/#/m/293046675 during the Annual Meeting.

• Only shareholders of record as of the record date for the Annual Meeting and their proxy holders may submit questions or comments.

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• Please direct all questions to Andrew Simpson, our Chairman, Chief Executive Officer and Director.

• Please include your name and affiliation, if any, when submitting a question or comment.

• Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business.

• Questions may be grouped by topic by our management.

• Questions may be ruled out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.

• Be respectful of your fellow shareholders and Annual Meeting participants.

• No audio or video recordings of the Annual Meeting are permitted.

If you attend the virtual meeting as described above, you will be deemed to be attending in person, as provided by Texas law. Information on how to vote at the Annual Meeting is discussed below.

5. Q: Who is entitled to vote at the Annual Meeting?

A: Only common shareholders and the holders of our Series C Convertible Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), as of the close of business on November 20, 2023 (the “Record Date”) are entitled to notice of and to vote at the Meeting. As of the Record Date, there were issued and outstanding and entitled to vote 48,597,129 shares of our common stock and 5,289,143 shares of our common stock entitled to vote issuable upon the conversion of the 380,440 shares of our issued and outstanding Series C Preferred Stock issued and outstanding as of such date. The holders of our Series C Preferred Stock shall vote together with the holders of common stock at the Annual Meeting, or at any adjournment or postponement thereof, as a single class and on an as converted to common stock basis.

6. Q: What are the voting rights of the holders of our common stock and Series C Preferred Stock?

A: Each outstanding share of our common stock will be entitled to one vote on each of the proposals presented at the Annual Meeting, or at any adjournment or postponement thereof. Each outstanding share of our Series C Preferred Stock shall vote together with the holders of common stock at the Annual Meeting, or at any adjournment or postponement thereof, as a single class and on an as converted to common stock basis.

7. Q: Which of my shares may I vote?

A: All shares owned by you as of the close of business on the Record Date may be voted by you. These shares include shares that are (i) held directly in your name as the shareholder of record and (ii) held for you as the beneficial owner through a broker, bank or other nominee.

8. Q: Who can attend the Annual Meeting?

A: The Annual Meeting will be held virtually via a live audio webcast at https://web.lumiagm.com/293046675 on Wednesday, January 17, 2024 beginning at 9:00 a.m. Eastern Time / 8:00 a.m. Central Time. Any shareholder can listen to and participate in the Annual Meeting or at any adjournment or postponement thereof via the live audio webcast, and we believe that a virtual meeting provides expanded shareholder access and participation and improved communications, while affording shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically and submit questions and comments during the meeting in accordance with the rules of conduct for the meeting.

Even if your shares are held in “street name,” as the beneficial owner of shares, you are invited to attend the Annual Meeting. However, if you wish to attend the Annual Meeting, please have your bank or brokerage statement or a letter from your nominee evidencing your beneficial ownership of our stock and a form of personal identification ready. We reserve the right to deny admission to anyone who cannot show valid identification or sufficient proof of share ownership as of the Record Date. We encourage you to attend online and participate.

Please contact us at (682) 237-7781 or danielle.watson@heartsciences.com for instructions on how to access the live audio webcast to the Annual Meeting.

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9. Q: Can I find out who the shareholders are?

A: A list of shareholders as of the Record Date will be available for examination by any shareholder, for any purpose germane to the Annual Meeting, during ordinary business hours for ten days prior to the Annual Meeting at the office of the Office Manager of the Company at the above address, and at the time and place of the Annual Meeting, or at any adjournment or postponement thereof.

10. Q: What constitutes a quorum?

A: Presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of an aggregate of: (i) the shares of our common stock and (ii) the shares of our common stock issuable upon conversion of our Series C Preferred Stock, outstanding on the Record Date will constitute a quorum, permitting the Annual Meeting to proceed and business to be conducted. Abstentions and broker non-votes are included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of determining whether a quorum exists. At the close of business on the Record Date, we had 48,597,129 shares of our common stock issued and outstanding and entitled to vote and 5,289,143 shares of our common stock entitled to vote issuable upon the conversion of the 380,440 shares of our issued and outstanding Series C Preferred Stock. As described above, shareholders attending the virtual meeting will be deemed to be attending in person, as provided by Texas law, and their shares will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the shares so represented may adjourn the Annual Meeting without further notice.

11. Q: What is the difference between holding shares as a “record holder” versus a “beneficial owner”?

A: Some of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially:

Record holders — If your shares are registered directly in your name with our transfer agent, Equiniti, you are, with respect to those shares, the shareholder of record or “record holder.” As the record holder, you have the right to grant your voting proxy directly to us or to vote virtually at the Annual Meeting, or at any adjournment or postponement thereof. We have enclosed or sent a proxy card for you to use. You may also vote by mail, over the internet or by telephone, as described below under the heading “Voting — How do I vote?”

Beneficial owners — If your shares are held in a brokerage account or bank or by another nominee, you are, with respect to those shares, the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your nominee on how to vote or to vote virtually at the Annual Meeting, or at any adjournment or postponement thereof.

However, since you are not a record holder, you may not vote these shares in person at the Annual Meeting, or at any adjournment or postponement thereof, unless you obtain a “legal proxy” from your nominee (who is the record holder), giving you the right to vote the shares. If you do not wish to vote virtually, you may vote by mail, or by telephone, as described below under the heading “Voting — How can I vote?”

12. Q: How do I vote?

A: If on the Record Date you are a registered shareholder of common stock or a holder of Series C Preferred Stock, meaning that you hold your shares through an account with our transfer agent, Equiniti, and you wish to vote prior to the Annual Meeting, or at any adjournment or postponement thereof, you may vote over the Internet, by mail or virtually at the Annual Meeting:

• Over the Internet. Go to the website of our tabulator, Equiniti, at www.voteproxy.com. Have your proxy card in hand when you access the website and follow the instructions to vote your shares. You must submit your Internet proxy before 11:59 p.m., Eastern Time, on January 16, 2024, the day prior to the Annual Meeting, for your proxy to be valid and your vote to count.

• By Mail. Complete and sign your proxy card and mail it to EQ, ATTN: EQ Mail Services, 6201 15th Avenue., Brooklyn, NY 11219, in the postage prepaid envelope we provided. Equiniti must receive the proxy card not later than January 16, 2024, the day before the Annual Meeting, for your proxy to be valid and your vote to count.

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• To vote in person online. If you attend the Annual Meeting, or at any adjournment or postponement thereof, you may vote online by visiting https://web.lumiagm.com/293046675 and entering password, hearttest2024. Please have your 11-digit control number to join the Annual Meeting. We recommend logging in a few minutes before 9:00 Eastern time on January 17, 2024 to ensure you are logged in when the Annual Meeting starts.

• By Telephone. Call toll-free 1-800-proxies (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

• If on the Record Date your shares are held in street name, the proxy materials are being forwarded to you by or on behalf of your bank, broker or other nominee. If you received the proxy materials directly from Broadridge, follow the instructions above for shareholders of record. If you received the proxy materials from your bank, broker or other nominee, follow the instructions provided by your bank, broker or other nominee explaining how you can vote. If you would like to vote in person virtually at the Annual Meeting, or at any adjournment or postponement thereof, contact your bank, broker or other nominee who holds your shares to obtain a broker’s proxy card and bring it with you to the Annual Meeting, or at any adjournment or postponement thereof, along with a bank or brokerage statement or a letter from your nominee evidencing your beneficial ownership of our stock and a form of personal identification. A broker’s proxy is not the form of proxy enclosed with this Proxy Statement. You will not be able to vote shares you hold in street name in person virtually at the Annual Meeting unless you have a proxy from your bank, broker or other nominee issued in your name giving you the right to vote your shares.

13. Q: What if I have technical difficulties or trouble accessing the virtual Annual Meeting?

If you have any technical difficulties or any questions regarding the virtual meeting website, please access https://go.lumiglobal.com/faq. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our investor relations website, https://ir.heartsciences.com, including information on when the meeting will be reconvened.

14. Q: What if I do not specify how my shares are to be voted?

A: If you are the shareholder of record and you submit a proxy but do not provide any voting instructions, your shares will be voted in accordance with the recommendations of our board of directors. If you hold your shares in street name and do not instruct your bank or broker how to vote, it will nevertheless be entitled to vote your shares of common stock with respect to “routine” items but not with respect to “non-routine” items.

Please note that at the Annual Meeting, or at any adjournment or postponement thereof, we believe that only the ratification of the appointment of our independent registered public accounting firm (Proposal No. 4), the approval of an amendment to our Certificate of Formation to effect the Reverse Split and the Name Change (Proposals No. 5 and No. 6) and the approval of an adjournment of the Annual Meeting, if necessary (Proposal No. 8), will be considered a “routine” matter. Under applicable rules, banks and brokers are permitted to vote the shares held in their name for the account of a beneficial holder for “routine” matters, even if such bank or broker does not receive instructions from the beneficial holder. We will refer to these votes cast by banks and brokers without instruction from the relevant beneficial holder as “Broker Discretionary Votes”. We believe that based on the policies of most banks and brokers, the majority of Broker Discretionary Votes will be cast in accordance with the recommendations of our board of directors, and therefore “FOR” Proposal No. 4, “FOR” Proposal No. 5, “FOR” Proposal No. 6 and “FOR” Proposal No. 8.

We believe that all other proposals will be considered “non-routine” items, and your broker will not have discretion to vote on these proposals. We will refer to these shares not voted by banks and brokers in absence of instructions from the relevant beneficial holder as “broker non-votes.”

It is therefore important that you provide instructions to your bank or broker so that your shares are voted accordingly.

15. Q: What is a broker non-vote?

A: Generally, a broker non-vote occurs when shares held by a nominee for a beneficial owner are not voted with respect to a particular proposal because (i) the nominee has not received voting instructions from the beneficial owner with respect to such proposal (despite voting on at least one other proposal for which it does

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have discretionary authority or for which it has received instructions) and (ii) the nominee lacks discretionary voting power to vote such shares. Under the rules of The Nasdaq Capital Market (“Nasdaq”), a nominee does not have discretionary voting power with respect to “non-routine” matters or the election of directors. The ratification of the appointment of our independent registered public accounting firm (Proposal No. 4), approval of an amendment to our Certificate of Formation to effect the Reverse Split and the Name Change (Proposals No. 5 and No. 6) and the approval of an adjournment of the Annual Meeting, if necessary (Proposal No. 8), are routine matters and the other proposals are non-routine matters.

If you are the beneficial owner of our common stock, your nominee will send you directions on how you can instruct them to vote.

16. Q: May I change my vote after I return my proxy?

A: Yes. You may revoke your proxy and change your vote at any time before the proxy is exercised. Record holders may change their vote by:

• a timely, valid, later-dated proxy;

• a timely written notice of revocation submitted to our Office Manager at our principal executive offices at 550 Reserve Street, Suite 360, Southlake, TX 76092, Attention: Gene Gephart; or

• You may attend the virtual Annual Meeting or at any adjournment or postponement thereof, and vote online. Simply virtually attending the Annual Meeting will not, by itself, revoke your proxy.

Beneficial owners may change their vote by complying with the instructions on their voting instruction cards.

17. Q: How does the Company’s board of directors recommend that I vote?

A: The Company’s board of directors recommends that you vote your shares:

• FOR each of the Class I and Class II director nominees named in this Proxy Statement (Proposal No. 1);

• FOR the approval of the ELOC Issuance Proposal (Proposal No. 2);

• FOR the approval of our 2023 Equity Incentive Plan, as amended (Proposal No. 3);

• FOR the ratification of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending April 30, 2024 (Proposal No. 4);

• FOR the approval of an amendment to our Certificate of Formation to effect, at the sole discretion of the Company’s Board of Directors, the Reverse Split (Proposal No. 5);

• FOR the approval of an amendment to our Certificate of Formation to effect the Name Change (Proposal No. 6);

• FOR the approval of an amendment to our Certificate of Formation to effect the Quorum Reduction (Proposal No. 7); and

• FOR the approval of an adjournment of the Annual Meeting, if necessary (Proposal No. 8).

18. Q: Vote Requirement — How many votes are required to approve each item?

A: Election of directors (Proposal No. 1) — If a quorum is present, a plurality of the votes cast shall be sufficient to elect directors (that is the nominees for our directors who receive the most votes will be elected). For purposes of electing directors, not voting or withholding your vote by voting “abstain” (or a direction to your broker, bank or other nominee to withhold your vote, called a “broker non-vote”) is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors.

Approval of ELOC Issuance Proposal (Proposal No. 2) — If a quorum is present, the vote on the approval of the ELOC Issuance Proposal will be determined based on a majority of the votes cast (that is the number of votes cast in favor of approval of the ELOC Issuance Proposal exceeds the number of votes cast against approval of the ELOC Issuance Proposal). This means that the option that receives the most votes will be recommended by

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the shareholders to our board of directors. For purposes of this proposal, a failure to vote or withholding your vote (or a broker non-vote) is not counted as a vote cast, and therefore will have no effect on the outcome of the proposal. The results of this vote are not binding on our board of directors.

Approval of an amendment to our Certificate of Formation to effect the Reverse Split, the Name Change and the Quorum Reduction (Proposals No. 5, No. 6 and No. 7) — If a quorum is present, affirmative vote of a majority of the aggregate of (i) the shares of our common stock and (ii) the shares of our common stock issuable upon conversion of our Series C Preferred Stock, issued and outstanding as of the Record Date, voting together as a single class, is required to approve the amendment to our Certificate of Formation to effect the Reverse Split, the Name Change and the Quorum Reduction.

All other proposals (Proposals No. 3, No. 4 and No. 8 and any other items properly brought before the Annual Meeting) — If a quorum is present, approval of each of these proposals and any other item properly brought before the Annual Meeting requires that the votes cast in favor of such action exceed the votes cast opposing such action. For purposes of Proposals No. 3 and No. 4, abstentions or not voting on a matter will not be counted as either votes cast for or against these proposals and therefore will not count in determining the approval of these proposals. For purposes of Proposal No. 8, abstentions or not voting on this matter will be counted as a vote against this proposal. Broker non-votes will have no effect on the outcome of these proposals.

The results of Proposals No. 4, No. 5, No. 6, No. 7 and No. 8 are not binding on our board of directors.

19. Q: What happens if a nominee is unable to stand for election?

A: If a nominee is unable to stand for election, the board of directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have voted “Withhold” with respect to the original nominee.

20. Q: Vote Count — How are votes counted?

A: Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for each proposal votes “For,” “Against,” abstentions and broker non-votes.

21. Q: Voting Results — Where can I find the voting results of the Annual Meeting?

A: We will publish the final voting results of the Annual Meeting, or at any adjournment or postponement thereof, in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting.

22. Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a record holder and your shares are registered in more than one name, you will receive more than one copy of this Proxy Statement and proxy card. If you receive multiple sets of voting materials, please vote each proxy card and voting instruction card that you receive.

23. Q: Who will pay the costs of soliciting these proxies?

A: Proxies will be solicited initially by mail. Further solicitation may be made in person or by telephone, email or facsimile by members of our management. We will bear the expense of preparing, printing and mailing this Proxy Statement and accompanying materials to our shareholders. Upon request, we will reimburse brokers, banks or similar entities acting as nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of our common stock.

24. Q: What happens if additional matters are presented at the Annual Meeting?

A: Other than the seven proposals described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting, or at any adjournment or postponement thereof. If you grant a proxy, the persons named as proxy holders, Andrew Simpson, our Chairman and Chief Executive Officer, and Danielle Watson, our Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

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25. Q: Who can help answer my questions?

A: If you have any questions about our proxy materials or the Annual Meeting, you can contact our Office Manager at:

Heart Test Laboratories, Inc.

550 Reserve Street, Suite 360

Southlake, TX 76092

Attention: Gene Gephart

682-244-2578 Ext. 2024

****

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CORPORATE GOVERNANCE

We have adopted a Code of Ethics for our directors, officers and employees, which, in conjunction with our Certificate of Formation, Second Amended and Restated Bylaws (the “Bylaws”) and board of directors’ committee charters, form our framework for governance. All of these documents are publicly available on our investor relations/corporate governance website at https://ir.heartsciences.com or may be obtained upon written request to:

Heart Test Laboratories, Inc.

550 Reserve Street, Suite 360

Southlake, TX 76092

Attention: Gene Gephart

Governance Highlights

We are committed to maintaining high standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our shareholders well and maintaining our integrity in the marketplace. Some of the highlights of our corporate governance include:

What We Do:

• 3 of 5 directors are independent

• Annual election of certain members of our board of directors (see Proposal No. 1)

• Annual advisory vote to ratify independent auditor (see Proposal No. 4)

• Insider trading guidelines

• Regular board of directors self-assessments at both individual and committee levels

• Board of directors committee members are all independent

What We Don’t Do:

• No repricing of underwater stock options without shareholder approval

• No hedging of Company securities per Company policy

• No pledging of Company securities without preapproval per Company policy

Director Independence

Our board of directors currently consists of five directors, three of whom are independent (as determined by our board of directors), one of whom serves as our Chairman and Chief Executive Officer and one of whom serves as our Chief Strategy Officer. Our board of directors has reviewed the independence of our directors and has determined that each of Messrs. Bent, Wells and Szymczak qualifies as an independent director pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

Board Composition and Director Qualifications

Our Nominating Committee periodically assesses the appropriate size and composition of our board of directors, taking into account our specific needs. The committee utilizes various methods for identifying and evaluating candidates for director. Candidates may come to the attention of the committee through recommendations of directors, management, shareholders and professional search firms. Generally, the committee seeks members with diverse backgrounds and viewpoints and life and professional experiences, which contribute to the board of directors’ broad spectrum of experience and expertise, and who have a reputation of integrity, provided such individuals should all have a high level of management and/or financial experience.

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While we have no formal diversity policy that applies to the consideration of director candidates, the Nominating Committee has determined that diversity should be an important consideration in the selection of candidates, and that the board should be comprised of members who reflect diversity not only in race and gender, but also in viewpoints, experiences, backgrounds, skills and other qualities and attributes. The board and the Nominating Committee recognize the value of gender, race, ethnicity and age diversity and are focused on expanding the board to continue to diversify its makeup.

Rather than being bound by one-size-fits-all policies regarding the composition of our board of directors, the Nominating Committee instead seeks to make individual, facts-specific determinations. We believe that our Company requires specialized experience and expertise in its leaders due to the uniqueness of its business and industry. Commencing with our 2024 fiscal year, the Nominating Committee will annually assess the appropriateness of the size of our board of directors, the skill set mix of each director, and the performance of each director when reviewing the annual board self-assessments, where each director will have the opportunity to provide comprehensive feedback on himself/herself, his/her peers and the board as a whole. Two of the current members of our board of directors have been our directors since 2014 and 2020 respectively, and the other three director nominees named in this Proxy Statement joined us in 2022, reflecting our evolving and expanding business and leadership needs. The Nominating Committee does not mandate an age or length of service at which a director must resign, and instead focuses on whether each director continues to provide value to the company and its shareholders. The Nominating Committee has committed itself to carefully considering diversity when evaluating future director candidates, giving strong consideration to candidates that would contribute to the board’s gender, ethnic and other diversity.

At a minimum, directors should:

• have experience in positions with a high degree of responsibility;

• demonstrate strong leadership skills;

• have the time, energy, interest and willingness to serve as a director; and

• contribute to the mix of skills, core competencies and qualifications of the board of directors and management.

In addition to recommendations from directors, management and professional search firms, the Nominating Committee will consider director candidates properly submitted by our shareholders. Shareholder recommendations should be sent to the Office Manager at our principal executive offices. The Nominating Committee will review all potential director nominees in the same manner, regardless of the source of the recommendation, in accordance with its charter.

Our Nominating Committee currently consists of Messrs. Bent, Wells and Szymczak.

Board Leadership Structure

Currently, the office of Chairman of our board of directors and Chief Executive Officer are held by Andrew Simpson. Due to our size and early stage of operations, we believe it is currently most effective to have the Chairman of the board of directors and Chief Executive Officer positions be held by the same individual. Under our Bylaws, the Chairman of the board of directors is responsible for coordinating the board of directors’ activities, including the scheduling of meetings and the determination of relevant agenda items.

Risk Oversight and Compensation Risk Assessment

Our board of directors oversees a company-wide approach to risk management. Our board of directors determines the appropriate risk level for us generally, assesses the specific risks faced by us and reviews the steps taken by our management to manage those risks. While our board of directors has ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas.

Specifically, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors is responsible for overseeing the management of risks associated with the independence of our board of directors.

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Our management also reviews and reports on potential areas of risk at the request of the Audit Committee or other members of the board of directors.

We believe that our compensation policies and practices do not create inappropriate or unintended significant risk to our Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our ability to effectively identify and manage significant risks, are compatible with effective internal controls and our risk management practices and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Code of Ethics

We have adopted a Code of Ethics applicable to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Controller, which is a “code of ethics” as defined by applicable SEC rules. The purpose and role of this code is to, among other things, focus our directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct and to help enhance and formalize our culture of integrity, honesty and accountability. If we make any amendments to this code, other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from any provision of this code that applies to our Chief Executive Officer, Chief Financial Officer or Controller, or persons performing similar functions, and that relates to an element of the SEC’s “code of ethics” definition, then we will disclose the nature of the amendment or waiver in the Corporate Governance section of our investor relations/corporate governance website https://s3.amazonaws.com/b2icontent.irpass.cc/2729/186733.pdf.

Policy Regarding Attendance at Annual Meetings of Shareholders

We do not have a policy with regard to board members’ attendance at annual meetings. We expect that our Chairman and one or more of the other directors will attend our Annual Meeting, or at any adjournment or postponement thereof.

Shareholder Communications

Shareholders and other interested parties may communicate with the board of directors, any committee thereof, the independent or non-management directors as a group or any individual director in writing. All such written communications must identify the recipient and be forwarded by mail to:

Heart Test Laboratories, Inc.

550 Reserve Street, Suite 360

Southlake, TX 76092

Attention: Gene Gephart

Mr. Gephart will act as agent for the directors in facilitating such communications. In that capacity, Mr. Gephart may review, sort and summarize the communications.

Complaints about accounting, internal accounting controls or auditing matters may be made by utilizing our Business Integrity web-reporting tool, which we are in the process of implementing.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Director Nominees

Pursuant to the full terms of Article 12 of the Certificate of Formation, the Board has been divided into three classes, Class I, Class II and Class III, and the members of the Board (the “Directors”) have been elected and designated among the three classes as nearly equal in number as possible as follows:

The Class I Directors whose initial term shall expire at the 2024 Annual Meeting of Shareholders:

		Brian Szymczak		550 Reserve Street, Suite 360, Southlake, Texas 76092
		Bruce Bent		550 Reserve Street, Suite 360, Southlake, Texas 76092

The Class II Directors whose initial term shall expire at the 2024 Annual Meeting of Shareholders:

		Mark Hilz		550 Reserve Street, Suite 360, Southlake, Texas 76092
		David R. Wells		550 Reserve Street, Suite 360, Southlake, Texas 76092

The Class III Directors whose initial term shall expire at the 2025 Annual Meeting of Shareholders:

Andrew Simpson

550 Reserve Street, Suite 360, Southlake, Texas 76092

As we did not hold our 2023 Annual Meeting of Shareholders, we are soliciting approval of both the Class I and Class II director nominees. The board of directors is therefore soliciting approval of the following Class I and Class II director nominees:

• Bruce Bent (Class I)

• Brian Szymczak (Class I)

• Mark Hilz (Class II)

• David R. Wells (Class II)

As our board of directors is divided into three classes, we elect the applicable class of our board of directors annually. The two Class I nominees will serve for a three-year term expiring on the date of our 2026 Annual Meeting of Shareholders or until their successors are elected or their earlier resignation or removal, and the two Class II nominees will serve for a three-year term expiring on the date of our 2027 Annual Meeting of Shareholders or until their successors are elected or their earlier resignation or removal. All of the director nominees are current members of the board of directors and are standing for re-election.

Each of the director nominees has indicated a willingness to serve, or continue to serve, as a director if elected. If any director nominee becomes unable to serve, the board of directors may designate a substitute nominee, in which case the designated proxy holders, Mr. Simpson and Mr. Hilz, will vote for such substitute nominee.

Vote Required

A plurality of votes cast will be required to elect each director nominee (that is the nominees for our directors who receive the most votes will be elected). For purposes of electing directors, not voting, withholding your vote by voting “abstain” or a broker non-vote is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH NAMED DIRECTOR NOMINEE.

General Information About the Board of Directors

Our Bylaws provide that our business and affairs will be managed by, or under the direction of, our board of directors. Set forth below is biographical information for the director nominees as of the date of this Proxy Statement, and the qualifications that led our board of directors to conclude that each should serve as a director.

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Bruce Bent

• Age: 67

• Professional Background: Since May 2020, Bruce Bent, 67, has served as a director of the Company. Mr. Bent has more than 35 years of experience in financial management. From September 2014 to February 2022, Mr. Bent has served as Chairman of Net Zero Renewable Energy Inc. (fka Enerdynamic Hybrid Technologies Corp.). In addition, since March 2018, Mr. Bent has served as Chairman for Astro Aerospace Ltd., an OTC listed public company. Since June 2020, Mr. Bent has been Vice President and Chief Financial Officer Emeritus of The Matthews Group, referred to in this section as Matthews, and, from August 2004 to June 2020, he served as the Chief Financial Officer of Matthews as well as president of various Canadian subsidiaries of Matthews. Matthews is a $500M real estate development company. During his tenure with Matthews, among other projects, Mr. Bent was integral in the completion of a $1.7 billion dollar corporate headquarters building for Encana (now Ovintiv Inv., NYSE: OVV). Since April 2000, Mr. Bent has served as president of MSW Investments Limited, a family office providing early stage financing. Mr. Bent graduated from the University of Manitoba with a Bachelor of Commerce (honors) and obtained his Chartered Professional Accounting designation from the Province of Ontario.

• Board Membership Qualifications: Our board of directors has concluded that Mr. Bent’s extensive financial experience provides valuable knowledge to our Board of Directors. Mr. Bent also serves as the chairman of the Audit Committee and “audit committee financial expert.” For more information, see “— Board Committees — Audit Committee.”

Brian Szymczak

• Age: 51

• Professional Background: Since 2014, Brian Szymczak, 50, has served as a director of the Company. In addition, Mr. Szymczak has been the lead attorney for Apollo Endosurgery, Inc., referred to in this section as Apollo, in Austin, Texas since 2014 and until its acquisition by Boston Scientific Corporation in 2023, where he has served as Vice President of Legal and Compliance. In this role, Mr. Szymczak managed legal disputes and litigation matters and provides general legal counsel to the company’s leadership, sales, operations, research and development, and human resources groups. Prior to working at Apollo, from 2006 to 2014, Mr. Szymczak served in various roles including as Associate General Counsel and Director of Legal Affairs for a large surgical device manufacturer and from, 1999 to 2006, worked as an associate at the law firm of Baker Botts, LLP where he counseled clients on patent and other intellectual property matters in a variety of industries. Mr. Szymczak is a 1999 graduate of Duke University School of Law and holds a Bachelor of Science in Mechanical Engineering from Texas A&M University.

• Director Designation: Mr. Szymczak was designated a director pursuant to the MyoVista Technology Agreement, which grants Guangren “Gary” Chen the right to designate a person of his choosing to sit on the Board of Directors of the Company.

• Board Membership Qualifications: Our board of directors has concluded that Mr. Szymczak’s breadth of experience working as general counsel for listed medical device manufacturers provides valuable knowledge to our Board of Directors.

Mark Hilz

• Age: 65

• Professional Background: Since March 2022, Mr. Hilz has served as the Chief Operating Officer and Secretary of the Company and, since June 2013, has also been a director of the Company. Mr. Hilz served as the Chief Executive Officer of the Company from June 2013 until March 2022. Mr. Hilz has over 30 years of experience as a President and/or CEO of multiple startup companies. He was previously CEO of INX Inc., a technology infrastructure consulting company. INX Inc. started in 2000 and grew to $400 million in revenue. INX Inc. was traded on Nasdaq, completed multiple offerings until it was acquired in December 2011. Prior to that, Mr. Hilz founded and was CEO of a technology logistics outsourcing firm, PC Service Source Inc., which grew to over $160 million in revenue. Mr. Hilz raised the startup capital from traditional

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venture capital sources and after four years of operations took PC Service Source Inc. public in an initial public offering as a Nasdaq global listed company. Mr. Hilz’s experience includes raising venture capital as well as multiple successful public offerings and numerous merger and acquisition transactions as both a buyer and a seller.

• Board Membership Qualifications: Our board of directors has concluded that Mr. Hilz’s extensive experience in building and operating companies from start-up to public companies including mergers and acquisitions transactions and a strong understanding of capital markets, provides valuable knowledge to our Board of Directors.

David R. Wells

• Age: 60

• Professional Background: Since December 2022, Mr. Wells has served as a director of the Company. Mr. Wells is a partner of Atlas Bookkeeping, LLC, a technology based financial services firm providing bookkeeping and reporting for emerging growth and small cap public and privately held companies, which he founded in October 2022. Prior to that, Mr. Wells served as the Chief Financial Officer of GHS Investments, LLC, a privately held “super value” fund focused on small to mid-cap companies, from June 2021 to September 2022 and served as the Chief Financial Officer of ENDRA Life Sciences Inc., a publicly traded clinical diagnostics technology company, initially on an interim basis beginning in May 2014, and on a continuing basis beginning in 2017 until June 2021. Mr. Wells was the founder of Wells Compliance Group, a technology-based services firm supporting the financial reporting needs of publicly traded companies and privately held firms whose investor or shareholder base required timely GAAP-compliant financial reporting. During his time at StoryCorp Consulting, Inc. (d/b/a/ Wells Compliance Group) from September 2009 to June 2021, Mr. Wells consulted with several emerging growth publicly traded companies. He possesses over 30 years of experience in finance, operations and administrative positions. Mr. Wells holds an MBA from Pepperdine University and a BS in Finance and Entrepreneurship from Seattle Pacific University.

• Board Membership Qualifications: Our board of directors has concluded that Mr. Wells’ extensive experience with public company accounting and financial matters, capital markets and corporate governance provides valuable knowledge to our Board of Directors.

Board Meetings

Our board of directors both met in person and/or via telephone/video conference and acted by unanimous written consent during our fiscal year ended April 30, 2023. Our board of directors held ten meetings and the Board also took action by written consent on eight occasions during the fiscal year ending April 30, 2023. As of the date of this Proxy Statement, our board has met seven times during the fiscal year ending April 30, 2024. During the fiscal year ending April 30, 2024, greater than 90% of the incumbent directors attended both meetings of the board of directors and of board committees on which they served. We intend to adopt a formal policy on director attendance at annual meetings of shareholders, which will state that each director is strongly encouraged to attend such meetings, whether by phone or in person, unless attendance is precluded by health or other significant personal matters. We did not hold an annual meeting of our shareholders during the fiscal year ended April 30, 2023.

Board Committees

The board of directors has three standing committees: the Audit Committee, the Nominating and Governance Committee and the Compensation Committee, each of which is described below. Each committee operates under a written charter adopted by the board of directors. Our committee charters are publicly available in the “Corporate Governance” section of our investor relations/corporate governance website at https://ir.heartsciences.com/governance-documents or may be obtained upon written request to our Office Manager at our principal executive offices.

Committee members are elected by our board of directors, upon the Nominating and Governance Committee’s recommendations, and serve until their successors are elected or their earlier resignation or removal.

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The current composition of the board of directors’ committees is as follows:

Name	Audit Committee	Nominating and Governance Committee	Compensation Committee
Andrew Simpson
Mark Hilz
Bruce Bent	☒(Chair)	☒	☒
David R. Wells	☒	☒(Chair)	☒
Brian Szymczak	☒	☒	☒(Chair)

Audit Committee

As of the end of our fiscal year ended April 30, 2023, the Audit Committee consisted of and currently consists of Messrs. Bent, Wells and Szymczak. The Audit Committee currently consists of the same members. The board of directors has determined that all three of the current members of the Audit Committee are independent, pursuant to Rule 5605(a)(2) of Nasdaq and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our board of directors has also determined that each Audit Committee member is financially literate and that Mr. Bent qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee met three times in person and/or via telephone/video conference during our 2023 fiscal year.

As set forth in more detail in the Audit Committee Charter, the Audit Committee’s purpose is to assist the board of directors in its general oversight of the quality and integrity of our accounting, auditing and financial reporting and internal control practices. The specific responsibilities of the Audit Committee include:

• overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting;

• evaluating our independent registered public accounting firm’s qualifications, independence and performance;

• engaging and providing for the compensation of our independent registered public accounting firm;

• Approving the retention of our independent registered public accounting firm to perform any proposed permissible non-audit services;

• reviewing our financial statements;

• reviewing our critical accounting policies and estimates and internal controls over financial reporting; and

• discussing with management and our independent registered public accounting firm the results of the annual audit and the reviews of our quarterly financial statements.

Audit Committee meetings are attended by our Chief Executive Officer and/or Chief Financial Officer, from time to time, and other members of management, as requested by the committee. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors” included in this Proxy Statement.

Nominating and Governance Committee

As of the end of our fiscal year ended April 30, 2023, the Nominating Committee consisted of and currently consists of Messrs. Bent, Wells and Szymczak. The board of directors has determined that all members of the Nominating and Governance Committee are independent pursuant to Rule 5605(a)(2) of Nasdaq. During our 2023 fiscal year, our Nominating and Governance Committee acted solely by unanimous written consents of the Board of Directors The specific responsibilities of the Nominating and Governance Committee include:

• recommending to the Board of Directors nominees for election as directors, and meets as necessary to review director and nominees for election as directors;

• recommending members for each committee of the Board of Directors;

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• overseeing corporate governance standards and compliance with applicable listing and regulatory requirements;

• developing and recommending to the Board of Directors governance principles applicable to the company; and

• overseeing the evaluation of the Board of Directors and its committees.

Compensation Committee

As of the end of our fiscal year ended April 30, 2023, the Compensation Committee currently consists of Messrs. Bent, Wells and Szymczak. The board of directors has determined that all members of the Compensation Committee are independent pursuant to Rule 5605(a)(2) of Nasdaq. The Compensation Committee met two times in person and/or via telephone/video conference during our 2023 fiscal year. The specific responsibilities of the Compensation Committee include:

• reviewing and recommending policies relating to compensation and benefits of our officers directors and employees;

• reviewing key employee compensation goals, policies, plans and programs;

• reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer and other senior officers; and

• evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations.

Compensation Committee meetings are attended by our Chief Executive Officer and/or Chief Financial Officer, from time to time, and other members of management, as requested by the committee.

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DIRECTOR COMPENSATION

Only our independent board members receive compensation for their services as a director. On March 20, 2023, our Board of Directors also approved, subject to shareholder approval of our 2023 Equity Incentive Plan, as amended, an award of non-qualified stock options to purchase 50,000 non-qualified stock options to each independent director, which options vest over a period of twelve months, with one-fourth vesting on June 20, 2023 and the remaining three-fourths vesting in three equal installments thereafter on each subsequent three-month anniversary of such date, provided that such director continues to serve as our director on each vesting date. At the direction of the Compensation Committee of our board of directors, we are currently undertaking a process to formerly review, on a periodic basis, our board of directors’ compensation, including but not limited to pay for (i) each of our non-employee directors in cash, (ii) each member of the Audit Committee, Compensation Committee and Nominating Committee additional annual cash amounts, and (iii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating Committee additional cash amounts. This process may include retaining an expert compensation consulting firm to benchmark director compensation and provide recommendations around near and long term compensation for our board.

2023 Director Compensation Table

The following table sets forth a summary of compensation for the fiscal year ended April 30, 2023 (“Fiscal 2023”) that the Company paid to each non-employee director. The Company does not sponsor a non-equity incentive plan or a non-qualified deferred compensation plan for its directors; therefore, these columns have been omitted from the following table. Additionally, the Company did not issue any stock awards to its directors during Fiscal 2023.

Name	Fees Earned or Paid in Cash ($)(1)	Option Awards ($)(2)	Total ($)(3)
Bruce Bent	20,000	31,967	51,967
Brian Szymczak	19,167	31,967	51,134
David R. Wells	19,167	31,967	51,134

____________

(1) This column represents the amounts paid in cash to each director which was accrued in Fiscal 2023 and paid in Fiscal 2024.

(2) The amounts in this column reflect the aggregate grant date fair value of stock options granted in Fiscal 2023 to each director calculated in accordance with FASB ASC Topic 718. See Note 6 of the notes to our financial statements included in our Annual Report on Form 10-K for the year ended April 30, 2023 for a discussion of all assumptions made in the calculation of these amounts.

(3) The dollar value in this column for each director represents the sum of all compensation reflected in the previous columns.

The following table shows outstanding vested and unvested option awards (represented by the number of shares of common stock such awards entitle the holder to purchase) held by our directors as of April 30, 2023:

Name	Vested Option Awards	Unvested Option Awards	Total Awards
Bruce Bent	1,894	51,894	53,788
Brian Szymczak	21,212	56,818	78,030
David R. Wells	—	50,000	50,000

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding beneficial ownership of our capital stock by:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

• each of our directors;

• each of our Named Executive Officers (as defined below);

• our other executive officers; and

• all of our current executive officers and directors as a group.

The number of shares and percentages of beneficial ownership are based on 48,597,129 shares of our common stock, and 5,289,143 shares of our common stock entitled to vote issuable upon the conversion of the 380,440 shares of our Series C Preferred Stock issued and outstanding as of November 20, 2023 (the Record Date”).

The following table is based upon information supplied by to us by our officers, directors and certain principal shareholders. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock that the person has the right to acquire beneficial ownership within 60 days, including common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before January 19, 2024, which is within 60 days of the Record Date. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Heart Test Laboratories, Inc., 550 Reserve Street, Suite 360, Southlake, TX 76092.

Name of Beneficial Owner

Beneficial Ownership

Number of Shares(1)

Percentages(2)

Common
Stock

Series C
Preferred
Stock

Common

Series C
Preferred
Stock

Combined
Voting
Power(3)

Holders of 5% or more of each class of our securities:

SEC Form DEF 14A filed by Heart Test Laboratories Inc.