Filed Pursuant to Rule 424(b)(3)
Registration No. 333-265024

PROSPECTUS SUPPLEMENT NO. 15
(TO PROSPECTUS DATED JUNE 17, 2022)

1,500,000 Units Consisting of Shares of Common Stock and Warrants

Heart Test Laboratories, Inc.

This prospectus supplement updates and supplements the prospectus dated June 17, 2022, as previously updated and supplemented (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-265024). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in the attached Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 23, 2023.

The Prospectus and this prospectus supplement relate to the offer and sale by us of up to (i) 1,725,000 shares of our common stock, par value $0.001 per share (“Common Stock”), that may be issued upon the exercise of warrants (the “IPO Warrants”) to purchase shares of Common Stock that were issued on the closing date of our initial public offering and (ii) 105,000 shares of our Common Stock that may be issued upon the exercise of warrants to purchase shares of Common Stock that were issued to the underwriter in our initial public offering.

This prospectus supplement should be read in conjunction with the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and IPO Warrants are listed on The Nasdaq Stock Market LLC under the symbols “HSCS” and “HSCSW,” respectively. On March 22, 2023, the closing price of our Common Stock was $1.04 per share and the closing price for our IPO Warrants was $0.19.

We are an “emerging growth company,” as defined under the Securities Act of 1933, as amended, and, as such, are subject to reduced public reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 20 of the Prospectus and beginning on page 32 of our Annual Report on Form 10-K filed with the SEC on July 29, 2022, as updated and supplemented by the section entitled “Risk Factors” and under similar headings in any further amendments or supplements to the Prospectus before you decide whether to invest in our securities.

You should rely only on the information contained in the Prospectus, this prospectus supplement or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 23, 2023.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Heart Test Laboratories, Inc

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The information described under Item 5.02 below is incorporated by reference in this Item 3.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Officer Option Awards

On March 20, 2023, Heart Test Laboratories, Inc.’s (the “Company”) board of directors (the “Board”) approved an award of stock options (“Options”) to purchase shares of common stock, $0.001 par value per share (“Common Stock”), to the Company’s executive officers as follows: 300,000 Options to Andrew Simpson, the Company’s President, Chief Executive Officer, and Chairman of the Board, 300,000 Options to Mark Hilz, the Company’s Chief Operating Officer, Secretary and Director, and 75,000 Options to Danielle Watson, the Company’s Chief Financial Officer and Treasurer. These Options, which have an exercise price of $0.97 per share, will vest over three years, with one-third vesting on March 20, 2024 and the remaining two-thirds vesting in eight equal installments thereafter beginning on June 20, 2024 and on each subsequent three-month anniversary of such date. The vesting of these Options may accelerate upon the Company’s achievement of U.S. Food and Drug Administration approval or regulatory clearance of the Company’s MyoVista® wavECG device (or similar such product owned by the Company). These Options were awarded pursuant to the form of the Company’s Incentive Stock Option Agreement (the “ISO Stock Option Agreement”) and the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan”) previously filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on March 16, 2023, and the above summary of the terms of these Options is qualified in its entirety by reference to the Equity Incentive Plan.

The foregoing summary of the terms of the form of the ISO Stock Option Agreement is incomplete and subject to, and qualified in its entirety by, the actual terms of the ISO Stock Option Agreement, which is attached hereto as Exhibit 10.1, and is hereby incorporated by reference.

Board of Directors Option Awards

On March 20, 2023, the Board also approved an award of 50,000 Options to purchase Common Stock to each of the Company’s non-employee directors, Brian Szymczak, Bruce Brent and David R. Wells. These Options, which have an exercise price of $0.97 per share, will vest over twelve months, with one-fourth vesting on June 20, 2023 and the remaining three-fourths vesting in three equal installments thereafter on each subsequent three-month anniversary of such date. These Options were awarded pursuant to the form of the Company’s Non-Qualified Stock Option Agreement (the “NSO Stock Option Agreement”) and the Equity Incentive Plan, and the above summary of the terms of these Options is qualified in its entirety by reference to the Equity Incentive Plan.

The foregoing summary of the terms of the form of the NSO Stock Option Agreement is incomplete and subject to, and qualified in its entirety by, the actual terms of the NSO Stock Option Agreement, which is attached hereto as Exhibit 10.2, and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.