We have not been informed by any of the Selling Shareholders that they intend to sell the Common Stock covered by this prospectus and do not know when or in what amount the Selling Shareholders may offer the Common Stock for sale. Information regarding the Selling Shareholders, the number of Shares of Common Stock that may be sold by them and the times and manner in which they may offer and sell the Shares of Common Stock pursuant to this prospectus is provided under the sections titled “Selling Shareholders” and “Plan of Distribution,” respectively, in this prospectus. We will not receive any proceeds from the sale of the Shares under this prospectus, although we could receive up to approximately $7.2 million upon the exercise of all of the Warrants. The shares of our Common Stock to be offered and resold pursuant to this prospectus are collectively referred to as the “Shares.” This prospectus relates to the offer and resale from time to time by the selling securityholders named in this prospectus (the “Selling Shareholders”) of shares of common stock, par value $0.001 per share (“Common Stock”), of Heart Test Laboratories, Inc., a Texas corporation (“Heart Test,” “HeartSciences,” the “Company,” “we,” “us” or “our”), consisting of (i) 1,544,114 shares of Common Stock, representing the shares issued upon the conversion of the Company’s 8% secured Senior Subordinated Convertible Loan Notes (the “Bridge Notes”) (ii) up to 1,683,470 shares of Common Stock (as adjusted following (a) consummation of the Company’s initial public offering (the “IPO”) of units (the “Units”) consisting of Common Stock and warrants to purchase shares of Common Stock (the “IPO Warrants”), as required under the terms of the Bridge Warrants (as defined below), and (b) the amendment to the Bridge Warrants in September 2022) issuable upon the exercise of the warrants to purchase shares of Common Stock that were issued with the Bridge Notes (the “Bridge Warrants” and together with the Bridge Notes, the “2021 Bridge Securities”) and (iii) up to 139,356 shares of Common Stock issuable upon the exercise of pre-funded warrants to purchase shares of Common Stock that were issued upon conversion of the Bridge Notes (the “Pre-Funded Warrants,” and together with the Bridge Warrants, the “Warrants”). Elsewhere san antonio registration#The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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