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HeartSciences Inc. (NASDAQ:HSCS) announced that its board of directors adopted amendments to the company’s bylaws on Friday. The changes were made in connection with recent updates to the Texas Business Organizations Code and in accordance with Texas law, according to a press release statement based on a filing with the Securities and Exchange Commission.
The amendments introduce a new section providing for a jury trial waiver for “internal entity claims,” as defined by Texas law. Another new section establishes an ownership threshold, requiring any shareholder or group of shareholders to hold at least 3% of the company’s issued and outstanding common stock in order to institute or maintain a derivative proceeding.
Additionally, the company made technical revisions to clarify the scope of its exclusive forum provision.
The bylaw amendments became effective on Friday. HeartSciences Inc. is based in Southlake, Texas, and its common stock and warrants are listed on the NASDAQ Stock Market under the symbols HSCS and HSCSW, respectively.
This information is based on a press release statement and the company’s SEC filing.
In other recent news, HeartSciences Inc. has made notable strides in its corporate structure and financial standing. The company filed a Certificate of Designations to designate 4,285,714 shares of preferred stock as Series D Convertible Preferred Stock, part of its plan to raise up to $15 million through an offering of units. This move aims to restructure HeartSciences’ equity, with each unit priced at $3.50 and including a warrant to purchase common stock at $5.00 per share. Additionally, HeartSciences has been granted an extension by The Nasdaq Stock Market to regain compliance with the Nasdaq Listing Rule 5550(b)(1), which mandates a minimum of $2.5 million in stockholders’ equity. The company has until September 15, 2025, to meet this requirement. Failure to comply could result in delisting, although HeartSciences has outlined a plan to regain compliance. These developments are part of HeartSciences’ broader efforts to stabilize its financial position and maintain its Nasdaq listing.
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