Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2023, Heart Test Laboratories, Inc. (the "Company") entered into
Amendment No. 4 (the "Amendment") to the Loan and Security Agreement dated April
24, 2020 (the "Agreement") by and among the Company, Front Range Ventures LLC
("FRV") and John Q. Adams ("Adams") which was previously amended on September
30, 2021, November 3, 2021 and May 24, 2022. Pursuant to the Agreement, a
secured promissory note in the original principal amount of $500,000 was issued
to FRV (the "FRV Note") and a secured promissory note in the original principal
amount of $500,000 was issued to Adams (the "Adams Note").
The Amendment (i) further extends the maturity date of the FRV Note to September
30, 2024, on which date the principal amount and all accrued interest thereon
will be due and payable, and (ii) amends the dates on which principal and
accrued interest will be due under the Adams Note such that interest accrued
since June 28, 2022 (the date on which the Company previously paid accrued
interest in the amount of $126,545.65) will be due and payable on September 30,
2023, and the principal amount together with all interest accrued after
September 30, 2023 will be due and payable on March 31, 2024. The Amendment will
reduce debt and accrued interest repayment obligations in the calendar year 2023
by $1.2 million. The Company will issue an amended and restated FRV Note to FRV
and an amended and restated Adams Note to Adams, each of which will reflect the
terms of the Amendment.
FRV and Adams are both shareholders of the Company, and Adams was a director of
the Company at the time the Agreement was originally executed. Further, the
Company and FRV are parties to an agreement pursuant to which FRV is entitled to
appoint a member of the Company's board of directors and a board observer so
long as it holds at least 71,000 shares of the Company's Series C Convertible
Preferred Stock.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Amendment No. 4 to Loan and Security Agreement
104 Cover Page Interactive Data File. (Embedded within the Inline XBRL
document.)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses