Effective December 27, 2022, Patrick Kanouff voluntarily resigned from the Board of Directors of Heart Test Laboratories, Inc. Mr. Kanouff served as a member of the Audit Committee of the Board, the Compensation Committee of the Board, and the Nominating and Corporate Governance Committee of the Board.
Effective December 28, 2022, the Board appointed David R. Wells to the Board as a director to fill the vacancy created by Mr. Kanouff's resignation. Mr. Wells will serve as a member of Class II of the Board with a term expiring at the Company's 2024 annual meeting of the shareholders and until such time as his successor is duly elected and qualified, or until his earlier disability, death, resignation or removal. The Board appointed Mr. Wells as a member of the Audit Committee of the Board, the Compensation Committee of the Board, and the Nominating and Corporate Governance Committee of the Board. Based upon information requested from and provided by Mr. Wells concerning his background, employment and affiliations, including family relationships, the Board determined that Mr. Wells does not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of the Company and that Mr. Wells is “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements of the Nasdaq. There are no transactions in which Mr. Wells has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Wells and any other persons pursuant to which he was appointed as director of the Company. David R. Wells, age 60, is a partner of Atlas Bookkeeping, LLC, a technology based financial services firm providing bookkeeping and reporting for emerging growth and small cap public and privately held companies, which he founded in October 2022. Mr. Wells served as the Chief Financial Officer of GHS Investments, LLC, a privately held “super value” fund focused on small to mid-cap companies, from June 2021 to September 2022. Prior to that, Mr. Wells served as the Chief Financial Officer of ENDRA Life Sciences Inc., a publicly traded clinical diagnostics technology company, initially on an interim basis beginning in May 2014, and on a continuing basis beginning in 2017 until June 2021. He possesses over 30 years of experience in finance, operations and administrative positions. While mainly focused on technology companies, Mr. Wells has also worked in the water treatment, supply-chain management, manufacturing and professional services industries.