Form 4: HeartSciences Director Brian Szymczak Granted 25,000 Stock Options

HeartSciences Inc. Director Brian Szymczak was granted 25,000 stock options with an exercise price of $4.37, vesting over time and expiring in 2035.

Summary

• Brian Szymczak, a Director of HeartSciences Inc. (HSCS), was granted 25,000 stock options.
• The options have an exercise price of $4.37 per share.
• The grant was effective as of July 9, 2025, following approval by the Issuer's compensation committee.
• One-fourth of the options vested on the effective date (July 9, 2025), with the remaining options vesting in equal increments on each successive three-month anniversary of the effective date.
• Vesting is contingent upon Mr. Szymczak's continued service on the Board through each applicable vesting date.
• The options expire ten years from the effective date, specifically on July 9, 2035, unless terminated sooner under the Issuer's 2023 Equity Incentive Plan or the grant agreement.
• The options were granted under the Issuer's 2023 Equity Incentive Plan, as amended.

Sentiment

Score: 6

Explanation: The document reports a standard equity compensation event for a director, which is generally viewed as a neutral to slightly positive development as it aligns management interests with shareholders, without indicating any immediate financial performance changes or significant new risks.

Positives

• The grant of stock options aligns the Director's financial interests with those of the shareholders, incentivizing long-term value creation.
• The vesting schedule encourages the Director's continued service and commitment to the company over several years.

Negatives

• The exercise of these options in the future could lead to a slight dilution of existing shareholders' equity, although this is a standard aspect of equity compensation plans.

Risks

• The vesting of the stock options is subject to the Reporting Person's continued service on the Board through each applicable vesting date, meaning unvested options would be forfeited if service ceases.

Future Outlook

The stock option grant provides a long-term incentive for the Director, with vesting tied to continued service, suggesting an expectation of ongoing commitment and contribution to the company's future performance through at least the vesting period.

Management Comments

• These options were granted to the Reporting Person effective as of July 9, 2025, pursuant to the approval of the compensation committee of the Issuer's board of directors.
• The options shall vest and be exercisable as follows: one-fourth of the options vested on the Effective Date and the remainder of the options shall vest in equal increments thereafter on each successive three-month anniversary of the Effective Date, subject to the Reporting Person's continued service on the Board through each applicable vesting date and subject to the terms of the Issuer's 2023 Equity Incentive Plan, as amended.
• These options expire ten years from the Effective Date, unless terminated sooner in accordance with the Issuer's 2023 Plan or the underlying options grant agreement.

Industry Context

Equity compensation, such as stock option grants, is a common practice across various industries, particularly in technology and growth-oriented companies like HeartSciences, to attract, retain, and incentivize key personnel, including directors, by aligning their interests with long-term shareholder value.

Comparison to Industry Standards

• The grant of stock options to a director is a standard form of executive and board compensation in publicly traded companies, consistent with practices seen in the healthcare technology and medical device sectors.
• The vesting schedule, with an initial immediate vest followed by quarterly increments over a period, is a common structure designed to ensure continued commitment and performance.
• An exercise price equal to the fair market value on the grant date (implied by the lack of discount) is typical for incentive stock options, aligning with best practices for performance-based compensation.

Corporate Governance

Related Party Transactions

• The grant of 25,000 stock options to Brian Szymczak, a Director of HeartSciences Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: Potential for future dilution if options are exercised, but also benefit from increased alignment of the Director's interests with long-term shareholder value.
• Director (Brian Szymczak): Receives equity-based compensation, providing a direct financial incentive tied to the company's stock performance and continued service.

Next Steps

• The remaining unvested options will continue to vest in equal increments on each successive three-month anniversary of July 9, 2025, subject to the Director's continued service.

Key Dates

Keywords

HeartSciences Inc., HSCS, Brian Szymczak, Stock Options, Equity Incentive Plan, Director Compensation, SEC Form 4, Beneficial Ownership, Vesting Schedule, Corporate Governance