Heartsciences Inc.
07/01/2025 | Press release | Distributed by Public on 07/01/2025 15:15
Amendments to Bylaws (Form 8-K)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 27, 2025, in connection with certain recent changes to the Texas Business Organizations Code ("TBOC") and in light of Texas law, the Board of Directors of HeartSciences Inc. (the "Company") adopted certain amendments to the Company's Bylaws (the "Bylaws") in order to:
| (i) | add a new section to provide for a jury trial waiver for "internal entity claims" as defined in the TBOC; |
| (ii) | add a new section to adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of the Company's issued and outstanding shares in order to institute or maintain a derivative proceeding; and |
| (iii) | make technical revisions to clarify the scope of the exclusive forum provision. |
The Bylaw amendments, adopted in accordance with Texas law, became effective on June 27, 2025.
The foregoing description is qualified in its entirety by reference to the amended Bylaws filed as Exhibit 3.1 to this Report.
Heartsciences Inc. published this content on July 01, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on July 01, 2025 at 21:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]