HSCSW / HeartSciences Inc. - Equity Warrant - SEC Filings, Annual Report, Proxy Statement

FORM 8-K Item 8.01 Other Events.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2025 HEARTSCIENCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2025 HEARTSCIENCES INC. (Exact name of registrant as specified in its charter) Texas 001-41422 26-1344466 (State or other jurisdiction of incorporation) (Commission File Num

HeartSciences Inc. AMENDMENT NO. 3 TO equity distribution AGREEMENT

Exhibit 1.4 HeartSciences Inc. AMENDMENT NO. 3 TO equity distribution AGREEMENT August 3, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to that certain equity distribution agreement, dated as of September 18, 2023, as amended on November 9, 2023, as further amended on November 17, 2023 (the “Sales Agreement”), by and between Heart

HEARTSCIENCES INC. Up to $14,737,609 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274554 Prospectus Supplement No. 3, Dated August 3, 2025 (to Prospectus dated September 28, 2023) HEARTSCIENCES INC. Up to $14,737,609 Common Stock This Prospectus Supplement No. 3 (this “prospectus supplement”), amends and supplements our at-the-market offering prospectus dated September 28, 2023, as amended and supplemented by the prospectus

FORM 8-K Item 8.01 Other Events.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Description of Securities

Exhibit 4.21 DESCRIPTION OF SECURITIES General The following description summarizes the terms of the securities of HeartSciences Inc. (referred to herein as the “Company,” “we,” “us” and “our”), our amended and restated certificate of formation, as amended (“Certificate of Formation”), and our third Amended and Restated Bylaws (the “Bylaws”). As it is only a summary, it does not contain all the in

Insider Trading Policy

Exhibit 19.1 HEART TEST LABORATORIES, INC. INSIDER TRADING POLICY June 8, 2022 Purpose This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Heart Test Laboratories, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors h

FORM 8-K Item 2.02 Results of Operations and Financial Condition.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numb

List of Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES Heart Test Laboratories, Inc., a Texas corporation Subsidiaries Jurisdiction None N/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41422

HeartSciences Provides Business Update and Reports Fiscal 2025 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports Fiscal 2025 Financial Results Southlake, TX, July 24, 2025 (GLOBE NEWSWIRE) – HeartSciences Inc. (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (“AI”)-powered medical technology company transforming ECGs/EKGs to enable earlier detection of heart disease, today announced its financial results for t

FORM 8-K Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Amendment No. 2 to the HeartSciences Inc. 2023 Equity Incentive Plan.

EXHIBIT 10.1 AMENDMENT NO. 2 TO THE HEARTSCIENCES INC. 2023 EQUITY INCENTIVE PLAN WHEREAS, the Board of Directors and shareholders of HeartSciences Inc. (the “Company”) have previously adopted the HeartSciences Inc. 2023 Equity Incentive Plan (the “Plan”); WHEREAS, on May 17, 2024, the Corporation effected a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its outstanding shares of com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 HEARTSCIENCES INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 HEARTSCIENCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Third Amended and Restated Bylaws of HeartSciences Inc.

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF HEARTSCIENCES INC. (A TEXAS CORPORATION) June 27, 2025 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Place of Shareholder Meetings 1 Section 2.2 Annual Meeting of Shareholders 1 Section 2.3 List of Shareholders 1 Section 2.4 Special Meetings of Shareholder

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FORM 8-K Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 04, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numb

HeartSciences Receives FDA Breakthrough Device Designation for MyoVista Insights AI-ECG Algorithm for Detecting Aortic Stenosis Aortic Stenosis is a Serious and Widespread Condition; The AI-ECG Algorithm Offers a Powerful Diagnostic Solution Designed

Exhibit 99.1 HeartSciences Receives FDA Breakthrough Device Designation for MyoVista Insights AI-ECG Algorithm for Detecting Aortic Stenosis Aortic Stenosis is a Serious and Widespread Condition; The AI-ECG Algorithm Offers a Powerful Diagnostic Solution Designed for Seamless Integration with Hospital EHR Systems. Southlake, TX – June 4, 2025 (GLOBE NEWSWIRE) – HeartSciences Inc. (Nasdaq: HSCS; HS

FORM 8-K Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 03, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Foundational US Patent Granted for ECG Assessment of Heart Function, Further Expands HeartSciences’ Patent Portfolio and IP Value. Patent covers estimation of measures of heart function using an ECG, which are critical in the diagnosis and early dete

Exhibit 99.1 Foundational US Patent Granted for ECG Assessment of Heart Function, Further Expands HeartSciences’ Patent Portfolio and IP Value. Patent covers estimation of measures of heart function using an ECG, which are critical in the diagnosis and early detection of heart disease Southlake, TX – June 3, 2025 (GLOBE NEWSWIRE) – HeartSciences Inc. (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of the Company, dated as of May 21, 2025.

Exhibit 4.1 CERTIFICATE OF DESIGNATION of PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK of HEARTSCIENCES INC. Pursuant to Section 21.155 of the Texas Business Organizations Code I, Andrew Simpson, hereby certify that I am the Chief Executive Officer of HeartSciences Inc., a Texas corporation (the “Corporation”), and further do hereby certify: That pursuant to the auth

HeartSciences Provides Business Update and Reports Third Quarter Fiscal 2025 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports Third Quarter Fiscal 2025 Financial Results Southlake, TX, March 13, 2025 (GLOBE NEWSWIRE) – HeartSciences Inc. (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (“AI”)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, today

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

SUPPLEMENT NO. 1 DATED MAY 15, 2025 to Offering Circular dated March 10, 2025 HeartSciences Inc. 550 Reserve St, Suite 360 Southlake, Texas 76092 Explanatory Note

Filed pursuant to Rule 253(g)(2) File No. 024-12572 SUPPLEMENT NO. 1 DATED MAY 15, 2025 to Offering Circular dated March 10, 2025 HeartSciences Inc. 550 Reserve St, Suite 360 Southlake, Texas 76092 682-237-7781 https://heartsciences.com Explanatory Note This Supplement No. 1, dated May 15, 2025 (this “Supplement No. 1”), updates, amends and supplements the Offering Circular, dated March 10, 2025,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 HEARTSCIENCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Num

HeartSciences Provides Business Update and Reports Third Quarter Fiscal 2025 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports Third Quarter Fiscal 2025 Financial Results Southlake, TX, March 13, 2025 (GLOBE NEWSWIRE) – HeartSciences Inc. (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (“AI”)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, today

First Amendment to Selling Agency Agreement with Digital Offering, by and between the Company and Digital Offering, LLC dated March 10, 2025 (filed as Exhibit 56 to our Quarterly Report on Form 10-Q, filed with the SEC on March 13, 2025)

Exhibit 10.56 March 10, 2025 Andrew Simpson Chief Executive Officer HeartSciences Inc. 550 Reserve Street, Suite 360 Southlake, TX 76092 Re: First Amendment to Selling Agent Engagement Letter (this “Amendment”) Ladies and Gentlemen: Reference is made to the Selling Agent Engagement Letter, dated October 17, 2024 (the “Engagement Letter”), by and between Heart Test Laboratories Inc. (now known as H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEARTSCIENCES INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File Num

OFFERING CIRCULAR DATED MARCH 10, 2025 HEARTSCIENCES INC. HeartSciences Inc. 550 Reserve St, Suite 360 Southlake, Texas 76092 682-237-7781 BEST EFFORTS OFFERING OF UP TO $15,000,000 OF UNITS, EACH COMPRISING 1 SHARE OF SERIES D PREFERRED STOCK AND 1

Filed Pursuant to Rule 253(g)(2) File No. 024-12572 OFFERING CIRCULAR DATED MARCH 10, 2025 HEARTSCIENCES INC. HeartSciences Inc. 550 Reserve St, Suite 360 Southlake, Texas 76092 682-237-7781 https://heartsciences.com BEST EFFORTS OFFERING OF UP TO $15,000,000 OF UNITS, EACH COMPRISING 1 SHARE OF SERIES D PREFERRED STOCK AND 1 WARRANT TO PURCHASE 1 SHARE OF COMMON STOCK UP TO 4,285,714 SHARES OF CO

550 Reserve St., Suite 360 Southlake, TX 76092 March 6, 2025

550 Reserve St., Suite 360 Southlake, TX 76092 March 6, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Washington, D.C. 20549 Attn: Margaret Sawicki Re: HeartSciences Inc. Offering Statement on Form 1-A Amended on March 3, 2025 File No. 024-12572 Dear Ms. Sawicki: Pursuant to Rule 252(e) promulgated und

TRI-PARTY ESCROW AGREEMENT

Exhibit 8.1 TRI-PARTY ESCROW AGREEMENT This ESCROW AGREEMENT (“Agreement”) is made and entered into as of February 27, 2025, by and among HeartSciences Inc., a Texas corporation (the “Company”), DealMaker Securities LLC, a Delaware limited liability company (the “Managing Broker-Dealer”) Digital Offering, LLC, a Delaware limited liability company (the “Senior Managing Broker-Dealer”) and ENTERPRIS

Form of Selling Agency Agreement with Digital Offering, by and between HeartSciences Inc. and Digital Offering, LLC (filed as Exhibit 1.2 on our Offering Statement on Form 1-A/A No.1, filed with the SEC on March 3, 2025)

Exhibit 1.2 HeartSciences Inc. MAXIMUM: 4,284,714 UNITS, EACH COMPRISING 1 SHARE OF SERIES D PREFERRED STOCK AND 1 WARRANT TO PURCHASE 1 SHARE OF COMMON STOCK SELLING AGENCY AGREEMENT March [*], 2025 Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Dear Ladies and Gentlemen: HeartSciences Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and co

Attorneys at Law

Exhibit 12.1 Attorneys at Law 641 Lexington Avenue | 14th Floor New York, New York 10022 Dial: 212.335.0466 Fax: 917.688.4092 [email protected] www.foleyshechter.com February 28, 2025 HeartSciences Inc. 550 Reserve St., Suite 360 Southlake, Texas 76092 Re: Offering Statement on Form 1-A (File No. 024-12572) Ladies and Gentlemen: We are acting as counsel to HeartSciences Inc., a Texas corporat

Form of Certificate of Designations for Series D Convertible Preferred Stock (incorporated by reference to Exhibit 2.8 to our Offering Statement on Form 1-A/A No. 1, filed on March 3, 2025)

Exhibit 2.8 CERTIFICATE OF DESIGNATION of PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK of HEARTSCIENCES INC. Pursuant to Section 21.155 of the Texas Business Organizations Code I, Andrew Simpson, hereby certify that I am the Chief Executive Officer of HeartSciences Inc., a Texas corporation (the “Corporation”), and further do hereby certify: That pursuant to the auth

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Offering Statement on Form 1-A/A No. 1 of HeartSciences Inc. f/k/a Heart Test Laboratories, Inc. (the “Company”) of our audit report dated July 29, 2024, relating to our audits of the Company’s financial statements as of April 30, 2024 and 2023, and for the years then ended, in

PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series D Preferred Stock and Warrants to Purchase Common Stock HeartSciences Inc.

Exhibit 4.3 PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series D Preferred Stock and Warrants to Purchase Common Stock of HeartSciences Inc. This Subscription Agreement relates to my/our agreement to purchase units, with each unit consisting of one (1) share of Series D Preferred Stock, par value $0.001 per share and warrants to purchase one (1) share of common stock, $0.001 par value per shar

Form of Selling Agent’s Warrant (incorporated by reference to Exhibit 3.18 to our Offering Statement on Form 1-A/A No.1 filed March 3, 2025)

Exhibit 3.18 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [*], 2025, WHICH IS THE COMMENCEMENT OF SALES OF SHARES OF UNITS IN THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF DIGITAL OFFERING LLC, OR A

Form of Common Warrant (incorporated by reference to Exhibit 3.17 to our Offering Statement on Form 1-A/A No.1 filed March 3, 2025)

Exhibit 3.17 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series D Preferred Stock and Warrants to Purchase Common Stock HeartSciences Inc.

Exhibit 4.2 PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series D Preferred Stock and Warrants to Purchase Common Stock of HeartSciences Inc. This Subscription Agreement relates to my/our agreement to purchase units, with each unit consisting of one (1) share of Series D Preferred Stock, par value $0.001 per share and a warrant to purchase one (1) share of common stock, $0.001 par value per sha

PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series D Preferred Stock and Warrants to Purchase Common Stock HeartSciences Inc.

Exhibit 4.1 PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series D Preferred Stock and Warrants to Purchase Common Stock of HeartSciences Inc. This Subscription Agreement relates to my/our agreement to purchase units, with each unit consisting of one (1) share of Series D Convertible Cumulative Preferred Stock, par value $0.001 per share and a warrants to purchase one (1) share of common stock,

PRELIMINARY OFFERING STATEMENT DATED FEBRUARY 28, 2025 HEARTSCIENCES INC. HeartSciences Inc. 550 Reserve St, Suite 360 Southlake, Texas 76092 682-237-7781 BEST EFFORTS OFFERING OF UP TO $15,000,000 OF UNITS, EACH COMPRISING 1 SHARE OF SERIES D PREFER

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.

PRELIMINARY OFFERING STATEMENT DATED FEBRUARY 12, 2025 HEARTSCIENCES INC. HeartSciences Inc. 550 Reserve St, Suite 360 Southlake, Texas 76092 682-237-7781 BEST EFFORTS OFFERING OF UP TO $15,000,000 OF UNITS, EACH COMPRISING 1 SHARE OF SERIES D PREFER

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.

Attorneys at Law

Exhibit 12.1 Attorneys at Law 641 Lexington Avenue | 14th Floor New York, New York 10022 Dial: 212.335.0466 Fax: 917.688.4092 [email protected] www.foleyshechter.com February 12, 2025 HeartSciences Inc. 550 Reserve St., Suite 360 Southlake, Texas 76092 Re: Offering Statement on Form 1-A (File No. ) Ladies and Gentlemen: We are acting as counsel to HeartSciences Inc., a Texas corporation (the

Engagement Agreement, dated October 17, 2024, by and between HeartSciences Inc. and Digital Offering, LLC (filed as Exhibit 1.1 on our Offering Statement on Form 1-A/A No.1, filed with the SEC on March 3, 2025)

Exhibit 1.1 Member FINRA/SIPC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Phone (866) 209-1955 SELLING AGENCY AGREEMENT October 17, 2024 Heart Test Laboratories Inc 550 Reserve St, Suite 360 Southlake, Texas 76092 Re: Engagement as Selling Agent The purpose of this engagement letter is to outline our agreement in principle pursuant to which Digital Offering, LLC (“DO /” or “Selling Agent

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Offering Statement on Form 1-A of HeartSciences Inc. f/k/a Heart Test Laboratories, Inc. (the “Company”) of our audit report dated July 29, 2024, relating to our audits of the Company’s financial statements as of April 30, 2024 and 2023, and for the years then ended, included i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 HEARTSCIENCES INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File N

550 Reserve Street | Suite 360

550 Reserve Street | Suite 360 Southlake, Texas 76092 Dial: 682.237.7781 [email protected] December 19, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100F Street, N.E. Washington, D.C. 20549 Attn: Jane Park Re: HeartSciences Inc. fka Heart Test Laboratories, Inc. Registration Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 HeartSciences I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 HeartSciences Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File

Attorneys at Law

Attorneys at Law 641 Lexington Ave. | 14th Floor New York, New York 10022 Dial: 212.335.0466 Fax: 917.688.4092 [email protected] www.foleyshechter.com December 17, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100F Street, N.E. Washington, D.C. 20549 Attn: Jane Park Re: HeartSciences Inc. fka Hear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 HeartSciences Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File

HeartSciences Provides Business Update and Reports Second Quarter Fiscal 2025 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports Second Quarter Fiscal 2025 Financial Results Southlake, TX, December 16, 2024 (GLOBE NEWSWIRE) – HeartSciences Inc. (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, tod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEARTSCIENCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2024 HeartSciences Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 HeartSciences Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation

Certificate of Amendment to the Amended and Restated Certificate of Formation of the Company (incorporated by reference to Exhibit 3.1 on our Current Report on Form 8-K filed with the SEC on October 11, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF FORMATION OF HEART TEST LABORATORIES, INC. Pursuant to the provisions of the Texas Business Organizations Code, as amended (the “TBOC”), including Section 3.053, and the Bylaws, as amended and restated (the “Bylaws”), of Heart Test Laboratories, Inc., a Texas for-profit corporation (the “Corporation”), the Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Heart Test Labor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

Form of Placement Agent Warrant.

Exhibit 4.17 PLACEMENT AGENT WARRANT HEART TEST LABORATORIES, INC. Warrant Shares: [●] (subject to adjustment) Initial Issuance Date: [●]1, 2024 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Partners LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaf

As filed with the Securities and Exchange Commission on September 27, 2024.

As filed with the Securities and Exchange Commission on September 27, 2024. Registration No. 333-272501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ––––––––––––––––––––––––––––– Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– Heart Test Laboratories, Inc. (Exact name of registrant as specified in its charte

Form of Placement Agency Agreement by and between Heart Test Laboratories, Inc. and Maxim Group LLC, as exclusive placement agent thereunder.

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Heart Test Laboratories, Inc., a Texas corporation (the “Company”), hereby agrees to sell up to an aggregate of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common S

Form of Securities Purchase Agreement.

Exhibit 10.57 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit

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. )

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)) ☐ Defin

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. )

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEART TEST LABORATORIES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Comm

HeartSciences Provides Business Update and Reports First Quarter Fiscal 2025 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports First Quarter Fiscal 2025 Financial Results Southlake, TX, September 12, 2024 (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

Note Purchase Agreement, by and between the Company and Streeterville Capital, LLC dated September 6, 2024 (filed as Exhibit 10.1 on our Current Report on Form 8-K, filed with the SEC on September 10, 2024)

Exhibit 10.1 Note Purchase Agreement THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 6, 2024, is entered into by and among HEART TEST LABORATORIES, INC., a Texas corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (collectively, “Investor”). A. Company and Investor are executing and delivering this Agreemen

Purchase Note dated September 6, 2024 (filed as Exhibit 10.2 on our Current Report on Form 8-K, filed with the SEC on September 10, 2024)

Exhibit 10.2 PROMISSORY NOTE Effective Date: September 6, 2024 U.S. $2,510,000.00 FOR VALUE RECEIVED, HEART TEST LABORATORIES, INC., a Texas corporation (“Borrower”), promises to pay to STREETERVILLE CAPITAL, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $2,510,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

No. 2 Amended and Restated Secured Promissory Note by and between Heart Test Laboratories, Inc. and Front Range Ventures LLC dated August 19, 2024 (filed as Exhibit 10.1 on our Current Report on Form 8-K, filed with the SEC on August 19, 2024)

Exhibit 10.2 No. 2 Amended and Restated SECURED PROMISSORY NOTE Southlake, Texas Original Issue Date: April 24, 2020 THIS No.2 AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Note”), dated as of August 19, 2024, amends and restates the Secured Promissory Note dated April 24, 2020 and the Amended and Restated Secured Promissory Note dated September 29, 2023, in the original principal amount of

Amendment No. 6 to Loan and Security Agreement by and between Heart Test Laboratories, Inc. and Front Range Ventures LLC dated August 19, 2024 (filed as Exhibit 10.1 on our Current Report on Form 8-K, filed with the SEC on August 19, 2024)

Exhibit 10.1 AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT (this “No. 6 Amendment”) is made and entered into as of August 19, 2024, by and among Heart Test Laboratories, Inc., a Texas corporation (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV” or the “Lender”) as defined in the Original Agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Heart Test Laborato

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commissio

Description of Securities

Exhibit 4.17 DESCRIPTION OF SECURITIES General The following description summarizes the terms of the securities of Heart Test Laboratories, Inc. (referred to herein as the “Company,” “we,” “us” and “our”), our amended and restated certificate of formation, as amended (“Certificate of Formation”), and our second amended and restated bylaws (“Bylaws”). As it is only a summary, it does not contain al

List of Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES Heart Test Laboratories, Inc., a Texas corporation Subsidiaries Jurisdiction None N/A

HeartSciences Provides Business Update and Reports Fiscal 2024 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports Fiscal 2024 Financial Results Southlake, TX, July 29, 2024 (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart

HeartSciences Inc. Compensation Recovery Policy

Exhibit 97.1 HEART TEST LABORATORIES, INC. Compensation Recovery Policy As adopted on December 29, 2023 Heart Test Laboratories, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41422

HeartSciences Regains Compliance with Nasdaq Listing Requirements

Exhibit 99.1 HeartSciences Regains Compliance with Nasdaq Listing Requirements Southlake, Texas, June 4, 2024, (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (NASDAQ: HSCS; HSCSW) (“HeartSciences” or the “Company”), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, tod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Heart Test Laborator

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Amendment to the Amended and Restated Certificate of Formation, dated as of May 6, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed May 6, 2024)

Exhibit 3.1 Corporations Section P.O.Box 13697 Austin, Texas 78711 - 3697 Jane Nelson Secretary of State Office of the Secretary of State CERTIFICATE OF FILING OF Heart Test Laboratories, Inc. 800859060 The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Amendment for the above named entity has been received in this office and has been found to conform to the ap

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277675 Heart Test Laboratories, Inc. 34,684,859 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277675 PROSPECTUS Heart Test Laboratories, Inc. 34,684,859 Shares of Common Stock This prospectus relates to the resale of up to 34,684,859 shares (the “Shares”) of Heart Test Laboratories, Inc.’s (“we,” “us,” “our,” “HeartSciences” or the “Company”) common stock, $0.001 par value per share (the “Common Stock”), by the selling stockholders (the

HeartSciences Reports Third Quarter Fiscal 2024 Financial Results

Exhibit 99.1 HeartSciences Reports Third Quarter Fiscal 2024 Financial Results Southlake, TX, March 14, 2024 (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Heart Test Laborat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEART TEST LABORATORIES, INC.

HEART TEST LABORATORIES, INC. 550 Reserve St., Suite 360 Southlake, TX 76092

HEART TEST LABORATORIES, INC. 550 Reserve St., Suite 360 Southlake, TX 76092 March 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Washington, D.C. 20549 Attn: Benjamin Richie Re: Heart Test Laboratories, Inc. Registration Statement on Form S-1 Filed March 5, 2024 File No. 333-277675 Ladies and Gentl

Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Heart Test Laboratories, Inc.

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

As filed with the Securities and Exchange Commission on March 5, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Heart Test Laboratories, Inc. (Exact name of registrant as specified in its charter) Texas 334510 26-1344466 (State or other jurisdiction of incorporation or organization)

Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Heart Test Laboratories, Inc.

As filed with the Securities and Exchange Commission on February 26, 2024

As filed with the Securities and Exchange Commission on February 26, 2024 Registration No.

Amendment No. 1 to the Heart Test Laboratories, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-8, filed with the SEC on February 26, 2024)

Exhibit 10.29 AMENDMENT NO. 1 TO THE HEART TEST LABORATORIES, INC. 2023 EQUITY INCENTIVE PLAN WHEREAS, the Board of Directors and shareholders of Heart Test Laboratories, Inc. (the “Company”) have previously adopted the Heart Test Laboratories, Inc. 2023 Equity Incentive Plan (the “Plan”); WHEREAS, pursuant to Section 3(a) of the Plan, an initial total of two million five hundred thousand (2,500,0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

HEART TEST LABORATORIES, INC. D/B/A HEARTSCIENCES

Exhibit 99.1 HEART TEST LABORATORIES, INC. D/B/A HEARTSCIENCES Balance Sheet Unaudited Pro Forma Note As Adjusted October 31, Adjustments Reference October 31, 2023 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 100,144 $ 9,340,209 (1) $ 9,440,353 Accounts receivable 3,900 — 3,900 Inventory, net 674,839 — 674,839 Prepaid expenses 368,803 — 368,803 Other current assets 40,374 — 40,374 Defe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

HeartSciences Announces Results and Adjournment of Annual Shareholder Meeting

Exhibit 99.1 HeartSciences Announces Results and Adjournment of Annual Shareholder Meeting Southlake, TX, January 18, 2024 (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

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. )

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)) ☐ Defini

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. )

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)) ☐ Defini

HeartSciences Reports Second Quarter Fiscal 2024 Financial Results

Exhibit 99.1 HeartSciences Reports Second Quarter Fiscal 2024 Financial Results Southlake, TX, December 14, 2023 (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (AI)-powered medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

1 ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEART TEST LABORATORIES, INC.

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. )

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

HSCS / Heart Test Laboratories Inc / Matthews Holdings Southwest, Inc. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HEART TEST LABORATORIES, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 42254E104 (CUSIP Number) November 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

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. )

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 01, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

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. )

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 HEART TEST LABORATORIES, INC. (Exact name of registrant as specified in its charter) Texas 001-41422 26-1344466 (State or other jurisdiction of inc

HSCS / Heart Test Laboratories Inc / ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 HEART TEST LABO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 HEART TEST LABORATORIES, INC. (Exact name of registrant as specified in its charter) Texas 001-41422 26-1344466 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

Warrant Amendment, dated November 16, 2023, by and between Heart Test Laboratories, Inc. and Matthews Southwest Holdings, Inc. (filed as Exhibit 10.3 on our Current Report on Form 8-K, filed with the SEC on November 17, 2023)

Exhibit 10.3 November 16, 2023 Holder of Warrants to Purchase Common Stock set forth on Exhibit A attached hereto Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the conversion of the promissory note into equity on the date hereof (the “Debt Conversion”) by Heart Test Laboratories, Inc., (the “Company”) and Matthews Holdings Southwest, Inc. (“Holder”). This letter confi

Warrant Amendment, dated November 16, 2023, by and between Heart Test Laboratories, Inc. and John Q. Adams (filed as Exhibit 10.4 on our Current Report on Form 8-K, filed with the SEC on November 17, 2023)

Exhibit 10.4 November 16, 2023 Holder of Warrants to Purchase Common Stock set forth on Exhibit A attached hereto Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the conversion of the promissory note into equity on the date hereof (the “Debt Conversion”) by Heart Test Laboratories, Inc., (the “Company”) and John Q. Adams. Snr. (“Holder”). This letter confirms that, in c

HEART TEST LABORATORIES, INC. Up to $11,036,310 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274554 Prospectus Supplement No. 2, Dated November 17, 2023 (to Prospectus dated September 28, 2023) HEART TEST LABORATORIES, INC. Up to $11,036,310 Common Stock This Prospectus Supplement No. 2 (this “prospectus supplement”), amends and supplements our at-the-market offering prospectus dated September 28, 2023, as amended and supplemented by t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 HEART TEST LABO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 HEART TEST LABORATORIES, INC. (Exact name of registrant as specified in its charter) Texas 001-41422 26-1344466 (State or other jurisdiction of incorporation) (Commi

Amendment No. 2 to Equity Distribution Agreement dated November 17, 2023 between Heart Test Laboratories, Inc. and Maxim Group LLC (filed as Exhibit 1.3 on our Current Report on Form 8-K filed with the SEC on November 17, 2023)

Exhibit 1.3 Heart Test Laboratories, Inc. AMENDMENT NO. 2 TO equity distribution AGREEMENT November 17, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to that certain equity distribution agreement, dated as of September 18, 2023, as amended on November 9, 2023 (the “Sales Agreement”), by and between Heart Test Laboratories, Inc., a

Note Conversion Letter Agreement, dated November 16, 2023, by and between Heart Test Laboratories, Inc. and John Q. Adams (filed as Exhibit 10.2 on our Current Report on Form 8-K, filed with the SEC on November 17, 2023)

Exhibit 10.2 550 Reserve St, Suite 360 Southlake, Texas 76092 November 16, 2023 From: Andrew Simpson, CEO To: John Q. Adams Snr Re: Conversion of $500,000 Amended and Restated Secured Promissory Note into Equity Dear John: This Note Conversion Letter Agreement (this “Agreement”), dated as of the first date written above, is entered into between Heart Test Laboratories, Inc., a Texas corporation (t

Note Conversion Letter Agreement, dated November 16, 2023, by and between Heart Test Laboratories, Inc. and Matthews Southwest Holdings, Inc. (filed as Exhibit 10.1 on our Current Report on Form 8-K, filed with the SEC on November 17, 2023)

Exhibit 10.1 550 Reserve St, Suite 360 Southlake, Texas 76092 November 16, 2023 From: Andrew Simpson, CEO To: Adam Miller, CFO, Matthews Southwest Holdings, Inc. Re: Conversion of Senior Unsecured Promissory Drawdown Loan Note into Equity ($500,000 Drawn) Dear Adam: This Note Conversion Letter Agreement (this “Agreement”), dated as of the first date written above, is entered into between Heart Tes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Heart Test Labor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Heart Test Laboratories, INC. (Exact name of registrant as specified in its charter) Texas 001-41422 26-1344466 (State or other jurisdiction of incorporation) (Commis

HEART TEST LABORATORIES, INC. Up to $10,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274554 Prospectus Supplement, Dated November 9, 2023 (to Prospectus dated September 28, 2023) HEART TEST LABORATORIES, INC. Up to $10,000,000 Common Stock This Prospectus Supplement (this “prospectus supplement”), amends and supplements our at-the-market offering prospectus dated September 28, 2023 (the “at-the-market offering prospectus”). Thi

Amendment No. 1 to Equity Distribution Agreement dated November 9, 2023 between Heart Test Laboratories, Inc. and Maxim Group LLC (incorporated by referred to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on November 13, 2023)

Exhibit 1.2 Heart Test Laboratories, Inc. AMENDMENT NO. 1 TO equity distribution AGREEMENT November 9, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to that certain equity distribution agreement, dated as of September 18, 2023 (the “Sales Agreement”), by and between Heart Test Laboratories, Inc., a Texas Corporation (the “Company”

Employment Agreement by and between Heart Test Laboratories, Inc. and Danielle Watson, dated October 15, 2021 (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form S-1 filed October 16, 2023)

Exhibit 10.19 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made as of XXXXX, (the “Effective Date”) by and between Heart Test Laboratories, Inc. d/b/a HeartSciences, a Texas corporation with principal offices at 550 Reserve Street, Suite 360, Southlake, TX 76092 (“Company” or “Employer”), and Danielle Watson whose primary residence is (“you” or “Employee”). WHEREAS, Company, alo

Amendment No. 5 to the $1M Loan and Security Agreement, dated September 29, 2023 (incorporated by reference to Exhibit 10.45 to our Registration Statement on Form S-1 filed October 16, 2023)

Exhibit 10.45 AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this “No. 5 Amendment”) is made and entered into as of September 29, 2023, by and among Heart Test Laboratories, Inc., a Texas corporation (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV”), and John Q. Adams, a Texas resident, or his

Form of Placement Agent Warrant.

Exhibit 4.17 PLACEMENT AGENT WARRANT HEART TEST LABORATORIES, INC. Warrant Shares: [●] (subject to adjustment) Initial Issuance Date: [●]1, 2023 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Partners LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaf

As filed with the Securities and Exchange Commission on October 13, 2023.

As filed with the Securities and Exchange Commission on October 13, 2023. Registration No. 333-272501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ––––––––––––––––––––––––––––– Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– Heart Test Laboratories, Inc. (Exact name of registrant as specified in its charter)

HEART TEST LABORATORIES, INC. Up to $3,250,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-274554 PROSPECTUS HEART TEST LABORATORIES, INC. Up to $3,250,000 Common Stock We have entered into an Equity Distribution Agreement, dated September 18, 2023 (the “Equity Distribution Agreement”), with Maxim Group LLC (“Maxim, or the “Sales Agent”). The Equity Distribution Agreement relates to the sale of shares of our common

HEART TEST LABORATORIES, INC. 550 Reserve Street, Suite 360 Southlake, Texas 76092

HEART TEST LABORATORIES, INC. 550 Reserve Street, Suite 360 Southlake, Texas 76092 September 26, 2023 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Benjamin Richie Re: Heart Test Laboratories, Inc. Registration Statement on Form S-3 Filed on September 18, 2023 File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Comm

Form of Common Stock Warrant dated September 20, 2023 (incorporated by reference to Exhibit 4.2 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT HEART TEST LABORATORIES, INC. Warrant Shares: 914,148 Issue Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

License: Pulmonary Embolism Detection From the Electrocardiogram Using Deep Learning (incorporated by reference to Exhibit 10.2 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Derivation of low Left Ventricular Ejection fraction based on a foundational vision transformer (HeartBEiT) (incorporated by reference to Exhibit 10.9 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Deep learning for electrocardiograms to identify left heart valvular dysfunction – mitral regurgitation (incorporated by reference to Exhibit 10.7 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Deep learning for electrocardiograms to identify left heart valvular dysfunction – aortic stenosis (incorporated by reference to Exhibit 10.6 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Prediction of right ventricular size and systolic function from the 12-lead ECG (incorporated by reference to Exhibit 10.5 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Deep Learning Algorithm to Predict PVC-Related Cardiomyopathy (incorporated by reference to Exhibit 10.3 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Diagnosis of Hypertrophic Cardiomyopathy using a model derived from a foundational vision transformer (HeartBEiT) (incorporated by reference to Exhibit 10.10 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Electrocardiogram Deep Learning Interpretability Toolbox (incorporated by reference to Exhibit 10.12 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: Deep Learning on ECGs to Derive Left and Right Ventricular Function (incorporated by reference to Exhibit 10.4 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

Form of Pre-Funded Purchase Warrant dated as of September 20, 2023 (incorporated by reference to Exhibit 4.1 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 4.1 PREFUNDED COMMON STOCK PURCHASE WARRANT HEART TEST LABORATORIES, INC. Warrant Shares: [] Issue Date: , 2023 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on ex

HeartSciences Signs Definitive Agreements with the Icahn School of Medicine at Mount Sinai to Commercialize Artificial Intelligence Cardiovascular Algorithms

Exhibit 99.1 HeartSciences Signs Definitive Agreements with the Icahn School of Medicine at Mount Sinai to Commercialize Artificial Intelligence Cardiovascular Algorithms Southlake, TX, September 21, 2023 (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an AI-powered medical technology company focused on transforming ECG

License: Diagnosis of STEMI using a model derived from a foundational vision transformer (HeartBEiT) (incorporated by reference to Exhibit 10.11 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

License: HeartBEiT: Vision Transformers improve diagnostic performance for electrocardiograms (incorporated by reference to Exhibit 10.8 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

Securities Purchase Agreement, dated as of September 20, 2023, by and between the Company and Icahn School of Medicine at Mount Sinai (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2023, between Heart Test Laboratories, Inc. (d/b/a HeartSciences), a Texas corporation (the “Company”), and Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation (the “Purchaser”). The Company and the Purchaser are each referred to herein

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Comm

Form of Subordinated Indenture

Exhibit 4.7 HEART TEST LABORATORIES, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [    ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13(a) 311(b) 7.13(b) 311(c) Inapplicable 312(a) 5.02(a) 312(b) 5.02(b) 312(c) 5.02(c) 313(a) 5.04(a) 313(b) 5.04(a) 313(c

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Heart Test Laboratories, Inc.

Equity Distribution Agreement, dated as of September 18, 2023 by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.2 to our Registration Statement on Form S-3, filed with the SEC on September 18, 2023)

Exhibit 1.2 HEART TEST LABORATORIES, INC. Up to $3,250,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT September 18, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Heart Test Laboratories, Inc., a Texas corporation (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusive sales agent (the “Agent”), shares of common stock, p

Form of Senior Indenture

Exhibit 4.6 HEART TEST LABORATORIES, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13(a) 311(b) 7.13(b) 311(c) Inapplicable 312(a) 5.02(a) 312(b) 5.02(b) 312(c) 5.02(c) 313(a) 5.04(a) 313(b) 5.04(a) 313(c) 5.04(a)

As filed with the Securities and Exchange Commission on September 18, 2023

S-3 Table of Contents As filed with the Securities and Exchange Commission on September 18, 2023 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

1 ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEART TEST LABORATORIES, INC.

HeartSciences Reports First Quarter Fiscal 2024 Financial Results

Exhibit 99.1 HeartSciences Reports First Quarter Fiscal 2024 Financial Results Southlake, TX, Sept. 14, 2023 (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an artificial intelligence (AI)-based medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, today p

Senior Unsecured Promissory Drawdown Loan Note by and among Heart Test Laboratories, Inc., and Matthews Southwest Holdings, Inc., dated September 6, 2023 and executed on September 7, 2023 (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K, filed with the SEC on September 7, 2023)

Exhibit 10.1 THIS SENIOR UNSECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR BORROWER SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 07, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Comm

Form of Warrant to Purchase Common Stock dated September 7, 2023 (incorporated by reference to Exhibit 4.1 our Current Report on Form 8-K, filed with the SEC on September 7, 2023)

Exhibit 4.1 Exhibit A COMMON STOCK PURCHASE WARRANT HEART TEST LABORATORIES, INC. Warrant Shares: Issue Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Matthews Southwest Holdings, Inc., a Texas Corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fort

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

HeartSciences Announces Further Expansion of Artificial Intelligence (AI) Patent Portfolio European Patent Allowed for Quantification by an ECG of Key Heart Measures using AI

Exhibit 99.1 HeartSciences Announces Further Expansion of Artificial Intelligence (AI) Patent Portfolio European Patent Allowed for Quantification by an ECG of Key Heart Measures using AI Southlake, Texas, August 17, 2023 — Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), an artificial intelligence (AI)-based medical technology company foc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41422

Description of Securities

Exhibit 4.14 DESCRIPTION OF SECURITIES The following description summarizes the terms of the securities of Heart Test Laboratories, Inc. (referred to herein as the “Company,” “we,” “us” and “our”), our amended and restated certificate of formation, as amended (“Certificate of Formation”), and our second amended and restated bylaws (“Bylaws”). As it is only a summary, it does not contain all the in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 Heart Test Laboratories, Inc. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commissio

HeartSciences Provides Business Update and Reports Fiscal 2023 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports Fiscal 2023 Financial Results Southlake, Texas, July 19, 2023 — Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), an artificial intelligence (AI)-based medical technology company focused on transforming ECGs/EKGs to save lives through earlier detection of heart disease, today p

Amendment No. 2 License Agreement by and between Heart Test Laboratories, Inc. and The University Court of The University of Glasgow, dated March 31, 2023 (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K, filed with the SEC on July 19, 2023)

Exhibit 10.29 Heart Test Laboratories, Inc d/b/a HeartSciences 550 Reserve Street Suite 360 Southlake Texas, 76092 United States Date 31 March 2023 Dear Sirs HeartSciences The University Court of the University of Glasgow ECG Licensing Arrangements We refer to the license agreement between THE UNIVERSITY COURT OF THE UNIVERSITY OF GLASGOW, a charity registered in Scotland under charity registratio

List of Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES Heart Test Laboratories, Inc., a Texas corporation Subsidiaries Jurisdiction None

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commission

HSCS / Heart Test Laboratories Inc / Simpson Andrew - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

HSCS / Heart Test Laboratories Inc / HILZ MARK T - SC 13D Activist Investment

SC 13D 1 m.hilzschedule13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Heart Test Laboratories, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 42254E104 (CUSIP Number) Mark T. Hilz c/o Heart Test Laboratories, Inc. 550 Reserve St., Suite 360 S

Form of Securities Purchase Agreement.

EX-10.28 Exhibit 10.28 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms a

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Heart Test Laboratories, Inc.

As filed with the Securities and Exchange Commission on June 7 , 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Heart Test Laboratorie

Table of Contents As filed with the Securities and Exchange Commission on June 7 , 2023.

Form of Placement Agent Warrant.

Exhibit 4.12 PLACEMENT AGENT WARRANT HEART TEST LABORATORIES, INC. Warrant Shares: [●] (subject to adjustment) Initial Issuance Date: [●]1, 2023 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Partners LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaf

Form of Placement Agency Agreement by and between Heart Test Laboratories, Inc. and Maxim Group LLC, as exclusive placement agent thereunder.

EX-1.1 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Heart Test Laboratories, Inc., a Texas corporation (the “Company”), hereby agrees to sell up to an aggregate of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “C

Form of Lockup Agreement.

EX-10.29 Exhibit 10.29 Form of Lock-Up Agreement , 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: The undersigned understands that Maxim Group LLC (the “Placement Agent”) proposes to enter into a placement agency agreement (the “Placement Agency Agreement”) with Heart Test Laboratories, Inc., a Texas corporation (the “Company”), providing, on a “reasonabl

Confidential draft submitted to the Securities and Exchange Commission on May 10, 2023. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidentia

DRS Table of Contents Confidential draft submitted to the Securities and Exchange Commission on May 10, 2023.

Up to 4,000,000 Shares of Common Stock Heart Test Laboratories, Inc.

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-270956 PROSPECTUS Up to 4,000,000 Shares of Common Stock Heart Test Laboratories, Inc. This prospectus relates to the resale, from time to time, of up to 4,000,000 shares of our common stock, par value $0.001 per share (the “Common Stock”), by the selling shareholder, Lincoln Park Capital Fund, LLC (“Lincoln Park” or the

HEART TEST LABORATORIES, INC. 550 Reserve Street, Suite 360 Southlake, Texas 76092

CORRESP 1 filename1.htm HEART TEST LABORATORIES, INC. 550 Reserve Street, Suite 360 Southlake, Texas 76092 April 6, 2023 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: Heart Test Laboratories, Inc. Registration Statement on Form

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Heart Test Laboratories, Inc.

As filed with the U.S. Securities and Exchange Commission on March 29, 2023.

S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on March 29, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Heart Test Laboratories, Inc. (Exact name of registrant as specified in its charter) Texas 334510 26-1344466 (State or other jurisdiction of inc

Form of Heart Test Laboratories, Inc.'s Incentive Stock Option Agreement under Heart Test Laboratories Inc.’s 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 23, 2023)

Exhibit 10.1 HEART TEST LABORATORIES, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement (the “Agreement”) is entered into between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and (the “Optionee”) as of the (Day) day of (Month) (the “Date of Grant”). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follow

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commissio

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 15 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Regist

Form of Heart Test Laboratories Inc.’s Non-Qualified Stock Option Agreement under Heart Test Laboratories Inc.’s 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 23, 2023)

Exhibit 10.2 HEART TEST LABORATORIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and (the “Optionee”) as of the (Day) day of (Month) (the “Date of Grant”). In consideration of the mutual promises and covenants made herein, the parties hereby agree a

Form of the Company’s Non-Qualified Stock Option Agreement under the Company’s 2023 Equity Incentive Plan.

Exhibit 10.2 HEART TEST LABORATORIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and (the “Optionee”) as of the (Day) day of (Month) (the “Date of Grant”). In consideration of the mutual promises and covenants made herein, the parties hereby agree a

Form of the Company’s Incentive Stock Option Agreement under the Company’s 2023 Equity Incentive Plan.

Exhibit 10.1 HEART TEST LABORATORIES, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement (the “Agreement”) is entered into between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and (the “Optionee”) as of the (Day) day of (Month) (the “Date of Grant”). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follow

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEART TEST LABORATORIES, INC.

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 14 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Regist

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commissio

Heart Test Laboratories, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 16, 2023)

Exhibit 10.1 HEART TEST LABORATORIES, INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility; • to provide additional incentive to Employees, Directors and Consultants; and • to promote the success of the Company’s business. 2. Definitions. As used herein, the following

HeartSciences Provides Business Update and Reports Third Quarter Fiscal 2023 Financial Results

Exhibit 99.1 HeartSciences Provides Business Update and Reports Third Quarter Fiscal 2023 Financial Results Southlake, Texas, March 16, 2022 — Heart Test Laboratories, Inc. d/b/a HeartSciences (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), a medical technology company focused on saving lives by making an ECG (also known as an EKG) a more valuable screening tool through the use of Artifi

Form of Pre-Funded Warrant, issued pursuant to Amendment No. 2 to Warrants to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K/A, filed with the SEC on March 14, 2023)

Exhibit 4.2 FORM OF PRE-FUNDED WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 13 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Number 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Number 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporati

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

424B3 1 prospectussupplementno.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 12 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prosp

Registration Rights Agreement, dated as of March 10, 2023, by and between Heart Test Laboratories, Inc. and Lincoln Park (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2023, is made by and between HEART TEST LABORATORIES, INC., a Texas corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined h

Purchase Agreement, dated as of March 10, 2023, by and between Heart Test Laboratories, Inc. and Lincoln Park (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 10, 2023)

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated effective as of March 10, 2023, is made by and between HEART TEST LABORATORIES, INC., a Texas corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof. WHEREAS:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commissio

HSCS / Heart Test Laboratories Inc / Simpson Andrew - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HEART TEST LABORATORIES, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 42254E104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

HSCS / Heart Test Laboratories Inc / HILZ MARK T - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HEART TEST LABORATORIES, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 42254E104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 11 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Regist

Form of Amended and Restated Warrant to Purchase Common Stock, as amended through February 3, 2023 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on February 22, 2023)

Exhibit 4.1 AMENDED AND RESTATED WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 10 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 08, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 9 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Registr

Form of Amendment No. 2 to Bridge Warrants dated February 3, 2023 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on February 3, 2022)

EX-4.1 2 hscs-ex41.htm EX-4.1 Exhibt 4.1 AMENDMENT NO. 2 TO WARRANT TO PURCHASE COMMON STOCK This AMENDMENT NO. 2 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”), dated as of February 3, 2023 (the “Amendment Date”), is by and between Heart Test Laboratories, Inc. (d/b/a HeartSciences), a Texas corporation (the “Company”), and (the “Holder”). Recitals WHEREAS, the Company previously issued a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 03, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

Amendment No. 4 to the $1M Loan and Security Agreement, dated January 24, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on January 24, 2023)

EX-10.1 2 hscs-ex101.htm EX-10.1 xhibit 10.1 AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this “No. 4 Amendment”) is made and entered into as of January 24, 2023, by and among Heart Test Laboratories, Inc., a Texas corporation (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV”), and John Q. Ad

Amendment No. 4 to Loan and Security Agreement

EX-10.1 2 hscs-ex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this “No. 4 Amendment”) is made and entered into as of January 24, 2023, by and among Heart Test Laboratories, Inc., a Texas corporation (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV”), and John Q. A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 7 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Registr

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

424B3 1 prospectussupplementno.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 5 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospe

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2022 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commis

HeartSciences Provides Business Update and Reports Second Quarter Fiscal 2023 Financial Results Patient Enrollment Close to Completion and Continue to Target FDA De Novo Resubmission Around Current Fiscal Year End

Exhibit 99.1 HeartSciences Provides Business Update and Reports Second Quarter Fiscal 2023 Financial Results Patient Enrollment Close to Completion and Continue to Target FDA De Novo Resubmission Around Current Fiscal Year End Southlake, Texas, December 16, 2022, (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (NASDAQ: HSCS; HSCSW) (?HeartSciences? or the ?Company?), a medical

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) and Rule 424(b)(8) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEART TEST LABORATORIES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

HeartSciences Granted European Patent for Proprietary Electrode and Cable Connections for Use with its AI-Based MyoVista® ECG Patent builds on previously granted U.S. patent as well as strengthens and diversifies the IP portfolio and further protects

Exhibit 99.1 HeartSciences Granted European Patent for Proprietary Electrode and Cable Connections for Use with its AI-Based MyoVista® ECG Patent builds on previously granted U.S. patent as well as strengthens and diversifies the IP portfolio and further protects future revenues Southlake, Texas, October 25, 2022, (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (NASDAQ: HSCS;

HeartSciences Announces Major Milestone with the Issuance of CPT® Codes by the American Medical Association for ECG AI Analysis of Cardiac Dysfunction Issuance of new reimbursement-related codes expected to accelerate the use and adoption of ECG-base

Exhibit 99.1 HeartSciences Announces Major Milestone with the Issuance of CPT® Codes by the American Medical Association for ECG AI Analysis of Cardiac Dysfunction Issuance of new reimbursement-related codes expected to accelerate the use and adoption of ECG-based cardiac dysfunction AI algorithms, including HeartSciences’ MyoVista Southlake, Texas, October 19, 2022 - Heart Test Laboratories, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commiss

1,540,492 Shares of Common Stock Up to 1,683,470 Shares of Common Stock Issuable Upon Exercise of the Bridge Warrants Up to 139,356 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants Heart Test Laboratories, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267388 PROSPECTUS 1,540,492 Shares of Common Stock Up to 1,683,470 Shares of Common Stock Issuable Upon Exercise of the Bridge Warrants Up to 139,356 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants Heart Test Laboratories, Inc. This prospectus relates to the offer and resale from time to time by the se

As filed with the U.S. Securities and Exchange Commission on October 6, 2022.

Table of Contents As filed with the U.S. Securities and Exchange Commission on October 6, 2022. Registration No. 333-267388 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Heart Test Laboratories, Inc. (Exact name of registrant as specified in its charter) Texas 334510 26-1344466 (State or oth

HEART TEST LABORATORIES, INC. 550 Reserve Street, Suite 360 Southlake, Texas 76092

HEART TEST LABORATORIES, INC. 550 Reserve Street, Suite 360 Southlake, Texas 76092 October 6, 2022 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Heart Test Laboratories, Inc. Registration Statement on Form S-1, as amended (File Number 333-267388)

HeartSciences Granted U.S Patent for ECG Assessment of Heart Diastolic Function Using Artificial Intelligence Patent continues to strengthen and expand IP portfolio

Exhibit 99.1 HeartSciences Granted U.S Patent for ECG Assessment of Heart Diastolic Function Using Artificial Intelligence Patent continues to strengthen and expand IP portfolio Southlake, Texas, September 20, 2022, (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (NASDAQ: HSCS; HSCSW) (?HeartSciences? or the ?Company?), a medical technology company focused on applying innovati

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3) and Rule 424(b)(8) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Fo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2022 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

HeartSciences Granted U.S Patent for ECG Assessment of Heart Diastolic Function Using Artificial Intelligence Patent continues to strengthen and expand IP portfolio

EX-99.1 2 hscs-ex991.htm EX-99.1 Exhibit 99.1 HeartSciences Granted U.S Patent for ECG Assessment of Heart Diastolic Function Using Artificial Intelligence Patent continues to strengthen and expand IP portfolio Southlake, Texas, September 20, 2022, (GLOBE NEWSWIRE) - Heart Test Laboratories, Inc. d/b/a HeartSciences (NASDAQ: HSCS; HSCSW) (“HeartSciences” or the “Company”), a medical technology com

HeartSciences Provides Business Update and Reports First Quarter Fiscal 2023 Financial Results Nearing Completion of Patient Recruitment in FDA Pivotal Clinical Validation Study of MyoVista® Remains on Track for MyoVista® FDA De Novo Resubmission in

EX-99.1 2 hscs-ex991.htm EX-99.1 Exhibit 99.1 HeartSciences Provides Business Update and Reports First Quarter Fiscal 2023 Financial Results Nearing Completion of Patient Recruitment in FDA Pivotal Clinical Validation Study of MyoVista® Remains on Track for MyoVista® FDA De Novo Resubmission in Current Fiscal Year Southlake, Texas, September 13, 2022 (GLOBE NEWSWIRE) – Heart Test Laboratories, Inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 Heart Test Laboratories, Inc (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

Form 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41422 HEART TEST LABORATORIES, INC.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Heart Test Laboratories, Inc.

As filed with the U.S. Securities and Exchange Commission on September 12, 2022.

Table of Contents As filed with the U.S. Securities and Exchange Commission on September 12, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Heart Test Laboratories, Inc. (Exact name of registrant as specified in its charter) Texas 334510 26-1344466 (State or other jurisdiction of inc

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2022 HEART TEST LABORATORIES, INC. (Exact name of Registrant as Specified in Its Charter) Texas 001-41422 26-1344466 (State or Other Jurisdiction of Incorporation) (Commi

Amendment No. 1 to Bridge Warrants dated September 8, 2022 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on September 9, 2022)

EX-4.1 2 hscs-ex41.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK This AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”), dated as of September 8, 2022 (the “Amendment Date”), is by and between Heart Test Laboratories, Inc. (d/b/a HeartSciences), a Texas corporation (the “Company”), and Cavalry Investment Fund, LP (the “Holder”). Recitals WHEREAS, t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 HEART TEST LABORATORIES, INC. (Exact name of registrant as specified in its charter) Texas 001-41422 26-1344466 (State or other jurisdiction of incorporation or organiz

Description of Securities of Heart Test Laboratories, Inc.

Exhibit 4.1 DESCRIPTION OF SECURITIES The following description summarizes the terms of the securities of Heart Test Laboratories, Inc. (referred to herein as the “Company,” “we,” “us” and “our”), our amended and restated certificate of formation, as amended (“Certificate of Formation”), and our second amended and restated bylaws (“Bylaws”). As it is only a summary, it does not contain all the inf

1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc.

424B3 1 prospectussupplementno.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-265024 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED JUNE 17, 2022) 1,500,000 Units Consisting of Shares of Common Stock and Warrants Heart Test Laboratories, Inc. This prospectus supplement updates and supplements the prospectus dated June 17, 2022 (as supplemented or amended from t

HeartSciences Provides Corporate Update and Reports Fiscal 2022 Financial Results MyoVista FDA De Novo Resubmission Expected in Current Fiscal Year Completed IPO in June 2022 with Approximately $6.375M of Gross Proceeds Listed on NASDAQ Capital Marke

EX-99.1 2 hscs-ex991.htm EX-99.1 Exhibit 99.1 HeartSciences Provides Corporate Update and Reports Fiscal 2022 Financial Results MyoVista FDA De Novo Resubmission Expected in Current Fiscal Year Completed IPO in June 2022 with Approximately $6.375M of Gross Proceeds Listed on NASDAQ Capital Market under Ticker HSCS Southlake, Texas, August 1, 2022 (GLOBE NEWSWIRE) – Heart Test Laboratories, Inc. d/

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.