Heart Test Laboratories(HSCS) - 2025 Q2 - Quarterly Report

markdown PART I. FINANCIAL INFORMATION [Item 1. Condensed Unaudited Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Unaudited%20Financial%20Statements) This section presents the unaudited condensed financial statements for HeartSciences Inc., including balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes explaining the basis of presentation, liquidity, significant accounting policies, debt, equity, stock-based compensation, income taxes, commitments, contingencies, and subsequent events [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) The condensed balance sheets show a decrease in total assets and stockholders' equity, while total liabilities increased significantly from April 30, 2024, to October 31, 2024 Balance Sheet Summary | Metric | October 31, 2024 | April 30, 2024 | | :-------------------------- | :--------------- | :------------- | | Cash and cash equivalents | $4,052,120 | $5,807,648 | | Total current assets | $5,689,074 | $7,353,893 | | TOTAL ASSETS | $7,777,241 | $9,503,113 | | Total current liabilities | $3,302,706 | $1,751,767 | | Total long-term liabilities | $457,814 | $434,045 | | TOTAL LIABILITIES | $3,760,520 | $2,185,812 | | TOTAL STOCKHOLDERS' EQUITY | $4,016,721 | $7,317,301 | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) The company reported no revenue for the three and six months ended October 31, 2024, compared to minimal revenue in the prior year. Net loss increased significantly, driven by higher research and development expenses Statements of Operations Summary | Metric (in thousands) | 3 Months Ended Oct 31, 2024 | 3 Months Ended Oct 31, 2023 | Change (YoY) | 6 Months Ended Oct 31, 2024 | 6 Months Ended Oct 31, 2023 | Change (YoY) | | :-------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Revenue | $— | $3,900 | (100)% | $— | $3,900 | (100)% | | Cost of sales | $— | $1,520 | (100)% | $— | $1,520 | (100)% | | Gross margin | $— | $2,380 | (100)% | $— | $2,380 | (100)% | | Research and development | $1,198,965 | $757,303 | 58% | $2,423,896 | $1,322,935 | 83% | | Selling, general and admin | $786,068 | $815,020 | (4)% | $1,636,804 | $1,580,043 | 4% | | Total operating expenses | $1,985,033 | $1,572,323 | 26% | $4,060,700 | $2,902,978 | 40% | | Net loss | $(2,082,918) | $(1,748,378) | 19% | $(4,134,607) | $(3,115,233) | 33% | | Net loss per share (basic) | $(2.27) | $(15.92) | (86)% | $(4.88) | $(29.23) | (83)% | - Research and development expenses increased by **$442,000 (58%)** for the three months and **$1.1 million (83%)** for the six months ended October 31, 2024, primarily due to consulting costs for the MyoVista Insights Cloud Platform and increased headcount/professional services for FDA submission[173](index=173&type=chunk) [Condensed Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased from $7.3 million at April 30, 2024, to $4.0 million at October 31, 2024, primarily due to the net loss incurred during the period, partially offset by common stock issuances Stockholders' Equity Summary | Metric | October 31, 2024 | April 30, 2024 | | :-------------------------- | :--------------- | :------------- | | Common Stock (shares) | 947,821 | 676,598 |\ | Additional Paid-in Capital | $75,512,406 | $74,678,650 |\ | Accumulated Deficit | $(71,497,013) | $(67,362,406) |\ | Total Stockholders' Equity | $4,016,721 | $7,317,301 | - During the six months ended October 31, 2024, the company issued **271,223 shares** of Common Stock, including **55,905 shares** under the Equity Line and **120,857 shares** under the ATM Facility, and **94,461 shares** due to the Reverse Stock Split[104](index=104&type=chunk)[107](index=107&type=chunk) [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased significantly, while net cash provided by financing activities also increased, primarily from the issuance of common stock and the Streeterville Note. Overall, cash and cash equivalents decreased by $1.76 million during the six months ended October 31, 2024 Cash Flow Summary | Cash Flow Activity (in thousands) | 6 Months Ended Oct 31, 2024 | 6 Months Ended Oct 31, 2023 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net cash used in operating activities | $(4,202) | $(2,392) | | Net cash used in investing activities | $(7) | $(7) | | Net cash provided by financing activities | $2,453 | $839 | | Net change in cash and cash equivalents | $(1,756) | $(1,560) | | Cash and cash equivalents, end of period | $4,052 | $100 | - Net cash provided by financing activities increased to **$2.4 million** in the six months ended October 31, 2024, primarily from the issuance of Common Stock under the Equity Line and ATM Facility, and net proceeds from the Streeterville Note[187](index=187&type=chunk) [Notes to the Condensed Unaudited Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Unaudited%20Financial%20Statements) These notes provide essential context and detailed information for the condensed unaudited financial statements, covering company operations, financial health, accounting practices, debt obligations, equity changes, compensation, tax implications, and various agreements and commitments [Note 1. Basis of Presentation](index=10&type=section&id=Note%201.%20Basis%20of%20Presentation) HeartSciences Inc., formerly Heart Test Laboratories, Inc., is a medical technology company focused on AI-based cardiovascular diagnostic technology. The company changed its name effective October 17, 2024, and completed a 1-for-100 reverse stock split on May 17, 2024. It is developing the MyoVista wavECG device and MyoVista Insights Cloud Platform, with FDA submission planned for Q1 2025 for the device and H2 2025 for the cloud platform and low ejection fraction algorithm - The company changed its corporate name to "**HeartSciences Inc.**" effective October 17, 2024[33](index=33&type=chunk) - HeartSciences focuses on applying AI-based technology to ECG devices to detect a broader range of cardiac indications, including the proprietary MyoVista wavECG device and a cloud-based platform (MyoVista Insights Cloud Platform)[34](index=34&type=chunk) - A **1-for-100 reverse stock split** was effected on May 17, 2024, retroactively adjusting all share and per share data[35](index=35&type=chunk)[36](index=36&type=chunk) - The company is preparing for a **510(k) FDA submission** for the MyoVista wavECG device in **Q1 2025** and for the MyoVista Insights Cloud Platform and low ejection fraction algorithm in **H2 2025**[34](index=34&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) [Note 2. Liquidity, Going Concern and Other Uncertainties](index=10&type=section&id=Note%202.%20Liquidity,%20Going%20Concern%20and%20Other%20Uncertainties) The company has an accumulated deficit of $71.5 million and has experienced continuous losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern. Management plans to raise capital through equity sales (Equity Line, ATM Facility) and debt (Streeterville Note) but cannot assure availability on acceptable terms - The company had an accumulated deficit of **$71.5 million** at October 31, 2024, and **$67.4 million** at April 30, 2024, and has incurred losses and negative cash flows since inception, raising substantial doubt about its ability to continue as a going concern[38](index=38&type=chunk)[177](index=177&type=chunk) - Management believes current resources are insufficient to fund operations for the next twelve months and plans to raise capital through additional equity securities, debt, or strategic partnerships[44](index=44&type=chunk)[45](index=45&type=chunk) - The company has an Equity Line for up to **$15.0 million**, having sold **109,283 shares** for approximately **$1.7 million** as of October 31, 2024, and an additional **32,500 shares** for **$96,000** post-period[39](index=39&type=chunk)[41](index=41&type=chunk)[179](index=179&type=chunk) - An ATM Facility allows for the sale of up to **$15.0 million** in Common Stock, with approximately **$9.8 million** in net proceeds received through October 31, 2024[42](index=42&type=chunk)[180](index=180&type=chunk) - In September 2024, the company issued an unsecured promissory note (Streeterville Note) for **$2,510,000**, receiving approximately **$1.9 million** in net proceeds after OID and financing costs[43](index=43&type=chunk)[91](index=91&type=chunk)[181](index=181&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=11&type=section&id=Note%203.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's significant accounting policies, including the basis of presentation under US GAAP, use of estimates, classification of cash and cash equivalents, inventory valuation (FIFO, lower of cost or net realizable value), expensing of research and development costs, depreciation of property and equipment, capitalization and reclassification of deferred offering costs, fair value measurements (Level 1, 2, 3 hierarchy), impairment review of long-lived assets, accounting for operating leases, stock-based compensation (Black-Scholes model), net loss per common share (basic and diluted), common stock warrants, and revenue recognition (five-step model, point-in-time recognition) - Inventory is stated at the lower of cost or net realizable value, using a "**first-in, first-out**" (FIFO) basis, and includes raw materials, sub-assemblies, work in progress, and finished goods, with a reserve for obsolescence[51](index=51&type=chunk) - All research and development costs, including payments to collaborative research partners and regulatory filing costs, are charged to expense as incurred[52](index=52&type=chunk) - Deferred offering costs are capitalized until the completion of offerings, then reclassified to additional paid-in-capital as a reduction of proceeds. As of October 31, 2024, **$704,044** in deferred offering costs were capitalized[55](index=55&type=chunk)[58](index=58&type=chunk) - Revenue is recognized at a point in time when goods are shipped FOB manufacturer and control is transferred, following a five-step model[76](index=76&type=chunk) - A full valuation allowance has been recorded against deferred tax assets at October 31, 2024, and April 30, 2024, as management believes it is more likely than not that the benefits of these deductible differences will not be realized[121](index=121&type=chunk) [Note 4. Debt](index=16&type=section&id=Note%204.%20Debt) The company's debt primarily consists of the FRV Note and the Streeterville Note. The FRV Note's maturity was extended to September 30, 2025, with accrued interest payments made. The Streeterville Note, issued in September 2024, is an unsecured promissory note with an 8.5% interest rate, 18-month maturity, and includes an original issue discount and debt financing costs being amortized Debt Summary | Debt Type | October 31, 2024 | April 30, 2024 | | :-------------------- | :--------------- | :------------- | | FRV Note | $500,000 | $500,000 | | Streeterville Note, net | $1,916,270 | $— | | Current maturities | $(2,366,800) | $(500,000) | | Notes payable, long-term | $49,470 | $— | - The FRV Note's maturity date was extended to **September 30, 2025**, and approximately **$305,000** in accrued interest was paid during the six months ended October 31, 2024[89](index=89&type=chunk)[161](index=161&type=chunk) - The Streeterville Note, issued in September 2024, has an original principal of **$2,510,000**, an **8.5% interest rate**, **18-month maturity**, and resulted in approximately **$1.9 million** in net proceeds after OID and financing costs[91](index=91&type=chunk)[93](index=93&type=chunk)[162](index=162&type=chunk) [Note 5. Stockholders' Equity](index=17&type=section&id=Note%205.%20Stockholders'%20Equity) This note details the company's preferred and common stock, as well as common stock warrants. It highlights the Series C Preferred Stock's conversion terms, the increase in common stock shares due to equity line, ATM facility sales, and the reverse stock split, and the issuance of new warrants to consultants - As of October 31, 2024, **380,440 shares** of Series C Preferred Stock were outstanding, convertible into **78,893 shares** of Common Stock at a conversion price of **$120.49 per share**[98](index=98&type=chunk)[101](index=101&type=chunk) Common Stock Transactions Summary | Common Stock Transactions | Number of Shares | | :-------------------------------- | :--------------- | | Balance at April 30, 2024 | 676,598 | | Issuance under Equity Line | 55,905 | | Issuance under ATM Facility | 120,857 | | Issued due to Reverse Stock Split | 94,461 | | Balance at October 31, 2024 | 947,821 | Warrant Activity Summary | Warrant Activity | Warrants Outstanding and Exercisable | Weighted Average Exercise Price per Share | | :----------------------- | :----------------------------------- | :---------------------------------------- | | Balance, April 30, 2024 | 56,555 | $182.00 | | Issued | 2,500 | $5.15 | | Balance, October 31, 2024 | 59,055 | $174.42 | [Note 6. Stock-based Compensation](index=19&type=section&id=Note%206.%20Stock-based%20Compensation) The company's 2023 Equity Incentive Plan allows for various share-based awards. During the six months ended October 31, 2024, 3,500 service-based stock options were granted. The company recognized $99,115 in stock-based compensation expense and has approximately $1.6 million in unrecognized compensation costs for non-vested options - The 2023 Equity Incentive Plan was amended to increase available shares from **25,000 to 85,000**, with automatic annual increases[114](index=114&type=chunk) Service-Based Stock Options Summary | Service-Based Stock Options | Number of Options Outstanding | Weighted Average Exercise Price | | :-------------------------- | :---------------------------- | :------------------------------ | | Outstanding - April 30, 2024 | 18,659 | $121.00 | | Granted | 3,500 | $4.24 | | Outstanding - October 31, 2024 | 22,159 | $111.00 | | Non-vested at October 31, 2024 | 13,523 | $35.00 | - Stock-based compensation expense for the six months ended October 31, 2024, was **$99,115**, down from **$230,486** in the prior year[116](index=116&type=chunk) - As of October 31, 2024, there was approximately **$113,000** of unrecognized compensation costs for service-based options and **$1.5 million** for performance-based options[117](index=117&type=chunk) [Note 7. Income Taxes](index=20&type=section&id=Note%207.%20Income%20Taxes) The company has significant deferred tax assets, primarily from net operating loss carryforwards, but has recorded a full valuation allowance due to uncertainty regarding future taxable income. Federal and state tax laws impose restrictions on the utilization of net operating loss carryforwards in the event of a change in ownership Deferred Tax Assets Summary | Deferred Tax Assets (Liabilities) | October 31, 2024 | April 30, 2024 | | :-------------------------------- | :--------------- | :------------- | | Net operating loss carryforwards | $10,413,290 | $11,378,409 | | Total deferred tax assets, net | $14,062,146 | $13,180,282 | | Valuation Allowance | $(14,062,146) | $(13,180,282) | | Net Deferred Tax Assets | $— | $— | - The company has cumulative net operating losses of approximately **$50 million** for federal income tax purposes as of October 31, 2024, which begin to expire in 2028[119](index=119&type=chunk) - A full valuation allowance has been recorded against deferred tax assets due to the uncertainty of realizing future taxable income[121](index=121&type=chunk) [Note 8. Commitments and Contingencies](index=21&type=section&id=Note%208.%20Commitments%20and%20Contingencies) This note details the company's operating lease for office and lab space, royalty agreements related to its MyoVista wavECG device and Glasgow algorithm, and collaboration agreements with Rutgers and Mount Sinai for AI-ECG algorithm development and commercialization Operating Lease Liabilities Summary | Operating Lease Liabilities | October 31, 2024 | | :-------------------------- | :--------------- | | Right-of-use assets | $418,334 | | Lease liabilities, current | $110,645 | | Lease liabilities, long-term | $376,241 | | Total lease liabilities | $486,886 | | Weighted average remaining term | 4.6 years | | Weighted average discount rate | 12% | - The company has royalty obligations for its MyoVista wavECG device, including **$500** for the first **2,400 devices** and **$200** thereafter, up to **$3,500,000**, with a first priority security interest on the covered technology[129](index=129&type=chunk)[130](index=130&type=chunk) - Collaboration agreements are in place with Rutgers (for AI-ECG algorithm development) and Mount Sinai (for commercializing 13 AI cardiovascular algorithms, two data science methods, and three patents)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Note 9. Subsequent Events](index=23&type=section&id=Note%209.%20Subsequent%20Events) Subsequent to October 31, 2024, the company continued to raise capital through its Equity Line - After October 31, 2024, the company sold **32,500 shares** of Common Stock under the Equity Line, generating approximately **$96,000** in net proceeds[137](index=137&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, detailing its core business, recent corporate and product developments, analysis of operating expenses, and a comprehensive discussion of liquidity, capital resources, and going concern considerations [Overview](index=24&type=section&id=Overview) HeartSciences is a medical technology company applying AI-based technology to ECGs to detect a broader range of heart disease conditions. Its MyoVista wavECG device and MyoVista Insights Cloud Platform aim to provide diagnostic information traditionally requiring cardiac imaging. The initial revenue model for MyoVista wavECG is 'razor-razorblade,' with future models based on algorithm usage and subscriptions. The company is pursuing FDA 510(k) clearance for its products, with submissions planned for Q1 2025 for the device and H2 2025 for the cloud platform and low ejection fraction algorithm - HeartSciences focuses on expanding ECG clinical usefulness through AI-ECG algorithms, offering solutions via its MyoVista wavECG device or a cloud-based platform (MyoVista Insights Cloud Platform)[140](index=140&type=chunk) - The initial revenue model for MyoVista wavECG is expected to be 'razor-razorblade,' with future models based on algorithm usage and/or recurring subscriptions for the cloud platform[141](index=141&type=chunk) - The company is preparing for a **510(k) FDA submission** for the MyoVista wavECG device in **Q1 2025** and for the MyoVista Insights Cloud Platform and low ejection fraction algorithm in **H2 2025**[149](index=149&type=chunk)[150](index=150&type=chunk) - The company believes its products can address the lack of low-cost, front-line medical devices effective at broadly screening for many types of heart disease, improving cardiac referral pathways[143](index=143&type=chunk)[148](index=148&type=chunk) [Recent Developments](index=25&type=section&id=Recent%20Developments) Recent developments include the corporate name change to HeartSciences Inc., regaining compliance with Nasdaq's minimum bid price requirement after a reverse stock split, securing new patents for wavelet technology and deep learning applications, and extending the FRV Note maturity while also entering into a new Note Purchase Agreement with Streeterville Capital, LLC - The company officially changed its corporate name to "**HeartSciences Inc.**" effective October 17, 2024[152](index=152&type=chunk) - Following a **1-for-100 reverse stock split** on May 17, 2024, the company regained compliance with Nasdaq's **$1.00 minimum bid price requirement** by June 3, 2024[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - New patents were granted in May 2024 (Indian Patent Office for MyoVista wavelet technology) and July 2024 (USPTO for detection of left/right ventricular dysfunction using deep learning)[159](index=159&type=chunk) - The FRV Note maturity date was extended to **September 30, 2025**, and the company entered into a Note Purchase Agreement with Streeterville Capital, LLC in September 2024 for an unsecured promissory note of **$2,510,000**[161](index=161&type=chunk)[162](index=162&type=chunk) [Operating Expenses](index=27&type=section&id=Operating%20Expenses) Operating expenses saw a significant increase in research and development, primarily due to cloud platform development and FDA submission support. Selling, general, and administrative expenses remained relatively stable, with a slight decrease in the three-month period and a slight increase in the six-month period. Interest expense decreased due to the conversion of the JQA Note to equity Operating Expenses Summary | Expense Category (in thousands) | 3 Months Ended Oct 31, 2024 | 3 Months Ended Oct 31, 2023 | Change (YoY) | 6 Months Ended Oct 31, 2024 | 6 Months Ended Oct 31, 2023 | Change (YoY) | | :------------------------------ | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Research and development | $1,199 | $757 | 58% | $2,424 | $1,323 | 83% | | Selling, general and admin | $786 | $815 | (4)% | $1,637 | $1,580 | 4% | | Interest expense | $118 | $178 | (34)% | $140 | $215 | (35)% | - Research and development expenses increased by **58%** and **83%** for the three and six months, respectively, driven by consulting costs for the MyoVista Insights Cloud Platform and FDA submission process support[173](index=173&type=chunk) - Interest expense decreased by **34%** and **35%** for the three and six months, respectively, primarily because the JQA Note and related accrued interest converted to equity in November 2023[175](index=175&type=chunk) [Liquidity, Capital Resources, and Going Concern Considerations](index=29&type=section&id=Liquidity,%20Capital%20Resources,%20and%20Going%20Concern%20Considerations) The company continues to face substantial doubt about its ability to continue as a going concern due to accumulated losses and insufficient cash to fund operations for the next twelve months. It relies on capital raising efforts through equity sales (Lincoln Park, ATM Facility) and debt (Streeterville Note) to support R&D, clinical studies, and market strategies - The company incurred a net loss of **$4.1 million** for the six months ended October 31, 2024, and had an accumulated deficit of **$71.5 million**, raising substantial doubt about its ability to continue as a going concern[177](index=177&type=chunk) - As of October 31, 2024, cash and cash equivalents were approximately **$4.1 million**, a decrease of **$1.8 million** from April 30, 2024[183](index=183&type=chunk) - The company has raised capital through the Lincoln Park Purchase Agreement (approx. **$1.8 million** received to date) and the ATM Facility (approx. **$9.8 million** net proceeds received to date), and the Streeterville Note (approx. **$1.9 million** net cash proceeds)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - Future cash requirements are dependent on R&D, clinical studies, and go-to-market strategies, necessitating further capital raising[182](index=182&type=chunk) [Critical Accounting Policies and Estimates](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no material changes to the company's critical accounting policies and estimates since the 2024 Annual Report on Form 10-K - No material changes to critical accounting policies and estimates from the 2024 Annual Report on Form 10-K[190](index=190&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, HeartSciences Inc. is not required to provide quantitative and qualitative disclosures about market risk - Not required to be provided by a smaller reporting company[191](index=191&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were not effective as of October 31, 2024, due to identified material weaknesses, including a lack of proper approval/review processes, insufficient U.S. GAAP and SEC accounting resources, and inadequate staff for segregation of duties. Remedial steps are being taken to address these weaknesses - Disclosure controls and procedures were not effective as of October 31, 2024, due to material weaknesses[192](index=192&type=chunk) - Lack of proper approval processes and review processes and documentation - Insufficient U.S. GAAP and SEC accounting resources commensurate with public company requirements - Insufficient number of staff to maintain optimal segregation of duties and levels of oversight[192](index=192&type=chunk) - Remedial steps include establishing a more robust review process for complex accounting transactions, preparing account reconciliations, and reviewing journal entries, with ongoing monitoring[192](index=192&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) There are no material legal proceedings, actions, suits, or investigations pending or threatened against HeartSciences Inc. or its officers/directors that could have a material adverse effect on the company - No material claims outstanding or pending against the company as of October 31, 2024[197](index=197&type=chunk)[128](index=128&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its 2024 Annual Report on Form 10-K for a discussion of risk factors and states that there have been no material changes to these risk factors - No material changes to the risk factors contained in Item 1A of the 2024 Annual Report on Form 10-K[198](index=198&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the reporting period that were not previously disclosed in a Current Report on Form 8-K - No other unregistered sales of equity securities during the period covered by this Quarterly Report on Form 10-Q that were not previously reported[199](index=199&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to HeartSciences Inc - Not applicable[200](index=200&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to HeartSciences Inc - Not applicable[200](index=200&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) This item is not applicable to HeartSciences Inc - Not applicable[201](index=201&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including various agreements, amendments, warrants, and certifications, many of which are incorporated by reference from previous SEC filings - The exhibits include underwriting agreements, equity distribution agreements, certificates of formation, preferred stock designations, bylaws, registration rights agreements, various warrant forms, technology agreements, loan and security agreements, employment agreements, and certifications[204](index=204&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) SIGNATURES [Signatures](index=39&type=section&id=Signatures) The report is duly signed by Andrew Simpson, President, Chief Executive Officer, and Chairman of the Board of Directors, and Danielle Watson, Chief Financial Officer and Treasurer, on December 16, 2024 - The report is signed by Andrew Simpson (President, CEO, Chairman) and Danielle Watson (CFO, Treasurer) on December 16, 2024[209](index=209&type=chunk)