Certificate of Incorporation/Bylaws - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on August 2, 2023, Heart Test Laboratories, Inc. (the "Company") received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the closing bid price of the Company's common stock, $0.001 par value per share (the "Common Stock"), for the previous 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of $1 per share (the "Minimum Bid Price Requirement") and was required to regain compliance with the Minimum Bid Price Requirement by January 29, 2024. On January 30, 2024, the Company received a letter from Nasdaq advising that the Company had been granted an additional 180-day extension to July 29, 2024, to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A).

On May 9, 2024, the Company received a staff determination from Nasdaq to delist the Company's securities from the Nasdaq Capital Market (the "Staff Determination"). The Staff Determination was issued because, as of May 8, 2024, the Company's Common Stock had a closing bid price of $0.10 or less for at least ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stocks Rule"). The Company may appeal the Staff Determination to a Nasdaq Hearings Panel (the "Panel") by filing a hearing request with Nasdaq on or before May 16, 2024 pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request. A hearing request will stay the delisting of the Company's securities pending the Panel's decision.

The Company intends to appeal the Staff Determination under the Low Priced Stock Rule and will file a hearing request with Nasdaq by May 16, 2024. Pending the hearing before the Panel, the Company's securities will continue to be listed on the Nasdaq Capital Market. As disclosed below, the Company has initiated, and intends, to implement a reverse split of its Common Stock in order to regain compliance with both the Low Priced Stocks Rule and the Minimum Bid Price Requirement. There can be no assurance, however, that the Company will be able to regain compliance with the Minimum Bid Price Requirement and the Low Priced Stocks Rule or that it will otherwise be in compliance with other Nasdaq listing rules.