HeartSciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2026, HeartSciences Inc. (the “Company”) held its Annual Meeting of Stockholders for its fiscal year ended April 30, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the five proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2026.
Of the Company’s 3,477,698 shares of common stock, $0.001 par value per share (the “common stock”), outstanding, and Series C Convertible Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), on an as converted basis outstanding, as of March 6, 2026 (the “Record Date”) and entitled to vote at the Annual Meeting, 1,973,863, or 57%, of the outstanding shares, were present either in person or by proxy. Accordingly, a quorum was present at the Annual Meeting.
The results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: Election of Directors
The following one Class III nominee will serve for a three-year term expiring on the date of the Company’s Annual Meeting of Shareholders to be held for its fiscal year ending April 30, 2028 or until his successor is duly elected or his earlier resignation or removal. The voting with respect to the election of directors was as follows:
| Election of Directors | For | Withheld | Broker Non-Votes | |||||||||
| Andrew Simpson | 577,840 | 107,738 | 1,288,285 | |||||||||
Proposal 2: Amendment of the Company’s 2023 Employee Stock Purchase Plan
The Company’s shareholders approved an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2023 Equity Incentive Plan (as amended, the “Plan”) to 1,250,000 shares, plus such number of shares of common stock, which is equal to the lesser of (i) 25% of the total number of shares of all classes of common stock and the Company’s preferred stock, $0.001 par value per share, as converted to common stock, outstanding on the last day of each the immediately preceding fiscal year, and (ii) a lesser number of shares of our common stock determined by the Administrator (as defined in the Plan), by voting as follows:
| For | Against | Abstained | Broker Non-Votes | |||||||||||
| 359,995 | 323,187 | 2,395 | 1,288,266 | |||||||||||
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Proposal 3: Amendment of the Company’s Certificate of Formation to Provide for Exculpation of Officers of the Company
The Company’s shareholders voted as follows with respect to the Company’s proposed amendment of its Amended and Restated Certificate of Formation to authorize the exculpation of officers of the Company in limited circumstances as allowed by Texas law:
| For | Against | Abstained | Broker Non-Votes | |||||||||||
| 542,609 | 133,919 | 9,050 | 1,288,285 | |||||||||||
Such proposal was not approved at the Annual Meeting because an affirmative vote of a majority of the aggregate of (i) the shares of the Company’s common stock and (ii) the shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock, issued and outstanding as of the Record Date, voting together as a single class, was required to approve such proposal.
Proposal 4: Auditor Ratification Proposal
The Company’s shareholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026 by voting as follows:
| For | Against | Abstain | ||||||||
| 1,872,912 | 91,205 | 9,745 | ||||||||
Proposal 5: Adjournment Proposal
The Company’s shareholders approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting by voting as follows:
| For | Against | Abstain | ||||||||
| 1,784,662 | 185,241 | 3,958 | ||||||||
No other matters were considered or voted upon at the Annual Meeting.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEARTSCIENCES INC. | |||
| Date: | May 6, 2026 | By: | /s/ Andrew Simpson |
| Name: | Andrew Simpson | ||
| Title: | President, Chief Executive Officer, and Chairman of the Board of Directors | ||
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