Heart Test Laboratories, Inc.

Item 1A. Risk Factors.

We operate in a rapidly changing environment that involves a number of risks, which could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the risks and uncertainties that we believe are most important for you For a discussion of risk factors, please refer to consider are discussed in Part I-IItem 1A under the heading Risk Factors in of our 2025 Annual Report on Form 10-K for the year ended April 30, 2025 (the "Annual Report"). During the six months ended October 31, 2025, there were . There have been no material changes to the risk factors that were disclosed in our Annual Report except as notcontained below.

Risks Related to the Ownership in Item 1A of our Securities

Future sales and issuances of our Common Stock or rights to purchase our Common Stock, including pursuant to our Equity Incentive Plan and other equity securities could result in dilu2025 Annual Report on Form 10-K. Addition of the percentage ownership of our stockholderal risks and could cause our stock price to fall. 

We expect that significant additional capital may be needed in the future to continue our planned operations, including conducting clinical trials, commercialization efforts, expanded RD activities and costs associated with operating a public cuncertainties not currently known to the Company. To raise capital, we may sell  or that the Common Stock or other equity sepany curities in one or more transactions at prices and in a manner we determine from time to time. If we sell Common Stock or other equity securities, investors may be rently deems to be immaterially diluted by subsequent sales. Such sales  also may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior toly adversely affect the holders of our Common Stock. As of December 12, 2025, there were 3,178,507 shares of our Common Stock outstanding. In addition, as of December 12, 2025 there were 380,440 shares of Series C Preferred Stock outstanding that, as of such date, were convertible into 290,919 shares of Common Stock, 542,467 shares of Series D Preferred Stock outstanding that, as of such date, were convertible into 542,467 shares of Common Stock and options, restricted stock unitspanys business, financial condition, and warrants exercisable f/or 2,922,204 shares of our Common Stock, of which 775,000 are reserved for issuance under the Plan, as amended and are subject to shareholder approval.operating results