Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
Effective December 27, 2022, Patrick Kanouff voluntarily resigned from the Board
of Directors (the "Board") of Heart Test Laboratories, Inc. (the "Company"). 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.
Appointment of Director
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.
Mr. Wells was the founder of Wells Compliance Group, a technology-based services
firm supporting the financial reporting needs of publicly traded companies and
privately held firms whose investor or shareholder base required timely
GAAP-compliant financial reporting. During his time at StoryCorp Consulting,
Inc. (d/b/a/ Wells Compliance Group) from September 2009 to June 2021, Mr. Wells
consulted with several emerging growth publicly traded companies.
Mr. Wells holds an MBA from Pepperdine University and a BS in Finance and
Entrepreneurship from Seattle Pacific University.
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