Fortitude Invests $1.0 Million in HeartSciences at a 22% Premium with No Adjustment to the Merger Consideration
Rhea-AI Summary
HeartSciences (Nasdaq: HSCS; HSCSW) announced that on August 12, 2026, Fortitude Mining Holdings purchased 411,522 shares of HeartSciences common stock in a private placement for an aggregate of approximately $1,000,000. The shares were issued at $2.43 per share, a 22% premium to the closing price on the purchase date.
According to HeartSciences, the shares are standard voting common stock with no additional rights or preferences. The exchange ratio under the existing merger agreement between Fortitude and HeartSciences remains unchanged, and no extra shares will be issued to Fortitude equity holders at closing due to this investment. Following the transaction, Fortitude holds about 9.4% of HeartSciences’ outstanding common stock. The company stated that the investment provides additional working capital and strengthens its balance sheet ahead of the proposed business combination, which is expected to close in the second half of the current calendar year, subject to customary conditions including shareholder approval.
Positive
- $1,000,000 private placement completed at $2.43 per share
- Share price set at a 22% premium to market on purchase date
- Fortitude now owns approximately 9.4% of outstanding common shares
- Merger exchange ratio unchanged; no extra shares to Fortitude equity holders
- Proceeds provide additional working capital and strengthen the balance sheet ahead of merger
Negative
- Issuance of 411,522 new shares dilutes existing shareholders’ ownership percentage
- Proposed business combination still pending, subject to shareholder approval and customary closing conditions
News Explained
The completed issuance reduces existing holders’ percentage ownership, while its one million dollars equals 53.7 days of recent operating cash use.
HeartSciences completed the
Using the quarter ended
Sources and calculations
- HeartSciences press release (2026-08-19)
- Dilution definition (2026-07-17)
- HeartSciences latest-quarter fundamentals (2026Q4)
- Offering gross vs quarterly operating cash outflow, in days of cash use $1,000,000 / ($1,676,548 / 90) = [object Object]
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,700,000 / ($1,676,548 / 90) = [object Object]
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 04 | Facility acquisition | Positive | -2.8% | Fortitude completed a cash-funded acquisition of a Nebraska digital infrastructure facility. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
The tag-specific record showed a negative reaction to the prior acquisition event, indicating divergence from the announcement's expansionary framing.
Key Terms
private placement financial
exchange ratio financial
business combination financial
electrocardiography medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
Shares issued at
- Fortitude purchased approximately
$1,000,000 of HeartSciences’ shares of common stock at$2.43 per share, a22% premium to the closing price on the purchase date - The exchange ratio under the merger agreement with Fortitude is unchanged, and no additional shares will be issued to holders of Fortitude’s equity interests at closing as a result of the investment
- Following the investment, Fortitude holds approximately
9.4% of HeartSciences’ outstanding shares of common stock
Southlake, TX, Aug. 19, 2026 (GLOBE NEWSWIRE) -- HeartSciences Inc. (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), a healthcare information technology (“HIT”) company focused on advancing electrocardiography (“ECG” or “EKG”) through the integration of artificial intelligence (“AI”), today announced that on August 12, 2026 Fortitude Mining Holdings, Inc. (“Fortitude”) purchased 411,522 shares of HeartSciences’ common stock for an aggregate purchase price of approximately
Fortitude purchased the shares for cash at a premium to market price. The exchange ratio under the merger agreement between Fortitude and HeartSciences (the “Merger Agreement”) is not adjusted as a result, and no additional shares will be issued to holders of Fortitude’s equity interests at closing in respect of the amount invested. The shares issued in the Investment are voting shares of HeartSciences’ common stock and carry no additional rights or preferences. Following the Investment, Fortitude holds approximately
The Investment provides additional working capital to HeartSciences and strengthens its balance sheet ahead of the expected closing of the proposed business combination between Fortitude and HeartSciences (the “Proposed Transaction”). The Proposed Transaction is expected to close in the second half of the current calendar year and remains subject to customary closing conditions, including approval by HeartSciences’ shareholders.
Additional information regarding the Investment is set forth in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 18, 2026.
About Fortitude
Fortitude, currently wholly-owned by DCG, is an institutional-scale, vertically integrated venture mining platform operating across the Proof-of-Work ecosystem and anchored in Zcash. Fortitude pairs self-mining operations with an owned data center footprint, a diversified power portfolio backed by competitive long-term contracts, and disciplined capital allocation to identify and scale high-conviction opportunities in emerging Proof-of-Work ecosystems, beginning with its leadership position in the Zcash network. Fortitude is led by an experienced team of operators, capital markets professionals, and digital asset specialists with a track record of identifying and scaling high-conviction opportunities and building privacy-preserving digital asset infrastructure.
For more information, visit www.fortitudemining.com and follow Fortitude on X at @FortitudeCrypto.
About HeartSciences
HeartSciences is a healthcare information technology company advancing the use of ECG/EKGs through the integration of artificial intelligence. HeartSciences’ MyoVista Insights™ Platform is a device-agnostic, next-generation ECG management system designed to improve clinical efficiency and decision-making. Its MyoVista wavECG device is designed to deliver conventional ECG functionality while supporting on-device AI-enabled solutions.
For more information, please visit www.heartsciences.com and follow HeartSciences on X @HeartSciences.
Cautionary Note Regarding Forward-Looking Information
This press release may contain forward-looking statements concerning HeartSciences, Fortitude and the Proposed Transaction and other matters. These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “potential,” “target,” “objective,” “intend,” and other words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. All statements HeartSciences and/or Fortitude make in communications that do not relate to matters of historical fact should be considered forward-looking statements.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of such communication and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, which may include, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval of HeartSciences’ shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences or Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company; risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies; and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in such communications are discussed in HeartSciences’ filings with the SEC, including its Annual Report on Form 10-K, filed with the SEC on July 23, 2026 and its other reports filed with the SEC from time to time, and are discussed in the preliminary proxy statement filed by HeartSciences with the SEC in connection with the Proposed Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Any forward-looking statements made in such communications are made as of the date of the communication.
Additional Information About the Proposed Transaction and Where to Find It
Communications related to each of Fortitude and HeartSciences, their respective businesses and the Proposed Transaction may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences filed a preliminary proxy statement on Schedule 14A with the SEC on July 27, 2026 and may file additional relevant materials with the SEC. Following the filing of a definitive proxy statement with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS ARE NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC by sending a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE HEREIN. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of Digital Currency Group, Inc., the parent company of Fortitude, may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set forth in the preliminary proxy statement and other materials filed or that may be filed with the SEC in connection with the Proposed Transaction.
No Offer or Solicitation
Any information contained herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and conditions of the Merger Agreement, which contain the full terms and conditions of the Proposed Transaction.
Investor Relations and Media Contacts:
HeartSciences
Integrous Communications
Mark Komonoski
Phone: 877-255-8483
Email: mkomonoski@integcom.us
Fortitude
ICR
Phone: 917-375-9457
Email: IR@fortitudemining.com
