Heartsciences Inc.

07/11/2025 | Press release | Distributed by Public on 07/11/2025 18:56

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Watson Danielle
2. Issuer Name and Ticker or Trading Symbol
HeartSciences Inc. [HSCS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O HEARTSCIENCES INC.,, 550 RESERVE STREET, SUITE 360
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025
(Street)
SOUTHLAKE, TX 76092
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $4.37(1) 07/09/2025 A 25,000 (2) 07/09/2035(3) Common Stock 25,000 (1) 25,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Watson Danielle
C/O HEARTSCIENCES INC.,
550 RESERVE STREET, SUITE 360
SOUTHLAKE, TX 76092
See Remarks

Signatures

/s/ Danielle Watson 07/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options were granted to the Reporting Person effective as of July 9, 2025 (the "Effective Date"), pursuant to the approval of the compensation committee of the Issuer's board of directors.
(2) One-third of the options shall vest on the 12-month anniversary of the Effective Date, with an additional 8.333% of the options vesting on each of October 9, 2026 and thereafter on each successive three-month anniversary of such date, such that all options shall vest on July 9, 2028 (or earlier as described below), subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to the terms of the Plan. These options shall become fully-vested and may be exercised at any time at the Reporting Person's election upon the Issuer receiving regulatory clearance for its MyoVista wavECG device or AI-ECG algorithm (subject to certain requirements) (or similar such product owned by the Issuer) from the U.S. Food and Drug Administration, or a Change of Control (as defined in the Reporting Person's Employment Agreement (the "EA")). As of the date of this filing, such regulatory clearance has not been received.
(3) These options expire ten years from the Effective Date, unless terminated sooner in accordance with the Issuer's 2023 Equity Incentive Plan, as amended (the "Plan") or the underlying options grant agreement.

Remarks:
Chief Financial Officer
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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