HeartSciences Files Definitive Proxy Statement for Proposed Business Combination with Fortitude Mining
The proposed combination would bring mining operations, data center infrastructure and power assets into the combined company.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
HeartSciences (Nasdaq: HSCS) has filed its definitive proxy statement for the proposed all-stock business combination with Fortitude Mining Holdings. The filing was made on October 19, 2026. A virtual special shareholder meeting is scheduled for November 19, 2026, at 10:00 a.m. Eastern Time. The board unanimously approved the transaction-related proposals and recommends voting FOR each proposal.
The combined company is expected to operate under the Fortitude brand as a digital asset mining platform focused on Zcash, combining mining operations, data center infrastructure and power assets. Its Class A common stock is expected to trade on Nasdaq as TUDE, subject to listing requirements and Nasdaq approval. Completion also requires HeartSciences shareholder approval and other customary closing conditions.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.The agreed all-stock combination with Fortitude is expected to establish a publicly traded, Zcash-focused mining platform.
Negative
- Minor pointTransaction completion remains subject to HeartSciences shareholder approval and applicable Nasdaq listing requirements.
- Minor pointProposed TUDE trading on Nasdaq remains subject to Nasdaq approval.
Details
Market move: HSCS +9.90% vs previous close. business combination proxy filing
On Oct 21, the day this news came out, the latest delayed price for HSCS is 9.90% above the previous close. Our momentum scanner has recorded 16 alerts for this stock so far that day. The latest delayed price is $3.44. Relative volume is above average at 2.0x the average.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
- Definitive proxy filing date
- October 19, 2026
- SEC filing for the proposed business combination
- Special Meeting
- November 19, 2026
- Shareholder vote on the proposed transaction and related proposals
- Shareholder record date
- October 8, 2026
- Determines eligibility to vote at the Special Meeting
Previous Acquisition Reports
-
Fortitude's $1 million investment was at a 22% premium, with the merger exchange ratio unchanged.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
schedule 14a regulatory
proof-of-work technical
ecg medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
Shareholder Special Meeting Scheduled for November 19, 2026
- Definitive proxy statement filed with the SEC, marking an important milestone toward completion of the proposed transaction
- HeartSciences Board of Directors unanimously recommends shareholders vote FOR the transaction-related proposals
- Proposed combination expected to establish a publicly traded, vertically-integrated digital asset mining platform focused on Zcash, subject to shareholder approval and other closing conditions
SOUTHLAKE, Texas, Oct. 21, 2026 (GLOBE NEWSWIRE) -- HeartSciences Inc. (Nasdaq: HSCS; HSCSW) ("HeartSciences" or the "Company"), an AI-powered medical technology company, today announced that it has filed its definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") with the U.S. Securities and Exchange Commission ("SEC") in connection with its previously announced proposed business combination with Fortitude Mining Holdings, Inc. ("Fortitude"), a vertically-integrated digital asset mining platform anchored in Zcash (the "Proposed Transaction").
The filing of the Definitive Proxy Statement represents an important milestone toward completing the Proposed Transaction, which was initially announced on June 23, 2026.
HeartSciences has scheduled a Special Meeting of Shareholders for November 19, 2026, at 10:00 a.m. Eastern Time, to consider and vote upon the Proposed Transaction and related proposals. Shareholders of record as of October 8, 2026, are entitled to vote at the meeting.
The HeartSciences Board of Directors has unanimously approved the transaction-related proposals and recommends that shareholders vote FOR each proposal, as more fully described in the Definitive Proxy Statement.
Proposed Business Combination
Under the terms of the definitive merger agreement, HeartSciences and Fortitude have agreed to combine in an all-stock transaction.
Upon completion of the Proposed Transaction, the combined company is expected to operate under the Fortitude brand, with its Class A common stock expected to trade on Nasdaq under the ticker symbol "TUDE," subject to applicable listing requirements and Nasdaq approval.
Fortitude operates an institutional-scale, vertically-integrated digital asset mining platform, combining mining operations, data center infrastructure, and power assets, with a strategic focus on Zcash.
Completion of the Proposed Transaction remains subject to HeartSciences shareholder approval, applicable Nasdaq listing requirements and other customary closing conditions.
Special Meeting and Shareholder Voting
The Special Meeting will be conducted virtually on November 19, 2026, at 10:00 a.m. Eastern Time.
Shareholders may access the meeting at: https://edge.media-server.com/mmc/p/ztcy99wt The Definitive Proxy Statement and accompanying proxy materials are being distributed to eligible shareholders and provide information regarding the Proposed Transaction, the proposals to be voted upon, voting procedures and other relevant matters.
Eligible shareholders are encouraged to carefully review the Definitive Proxy Statement and submit their votes promptly, whether or not they intend to participate in the Special Meeting.
Registered shareholders may vote in advance through the procedures described in their proxy materials, including online at www.voteproxy.com. Shareholders holding shares through banks, brokers or other nominees should follow the instructions provided on their voting instruction form.
If you have any questions or need assistance voting your shares, please contact our proxy solicitor, Okapi Partners LLC, at:
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Toll-Free: (855) 208-8902
or
E-mail: info@okapipartners.com
The Definitive Proxy Statement is available free of charge through the SEC's website at www.sec.gov, linked for ease of access here.
Additional Information About the Proposed Transaction and Where to Find It
This press release constitutes a communication in connection with the Proposed Transaction and may be deemed solicitation material in respect of the Proposed Transaction.
On October 19, 2026, HeartSciences filed the Definitive Proxy Statement with the SEC and may file additional relevant materials with the SEC from time to time. HeartSciences is mailing the Definitive Proxy Statement and a proxy card to shareholders entitled to vote at the Special Meeting relating to the Proposed Transaction.
INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES, FORTITUDE AND THE PROPOSED TRANSACTION.
This press release does not contain all the information that should be considered concerning the Proposed Transaction and related matters and is not intended to provide the basis for any investment decision or other decision concerning such matters.
Investors and shareholders may obtain copies of the Definitive Proxy Statement and other relevant filings free of charge at www.sec.gov or by submitting a request to HeartSciences Investor Relations at investorrelations@heartsciences.com.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements concerning HeartSciences, Fortitude, the Proposed Transaction and other matters.
Forward-looking statements may be identified by terms such as "anticipate," "expect," "plan," "will," "would," "believe," "estimate," "goal," "intend," and similar expressions. Statements other than historical facts should be considered forward-looking statements.
These statements include, without limitation, expectations regarding the timing and completion of the Proposed Transaction, the anticipated benefits of the Proposed Transaction, the future operations and strategy of the combined company, and the expected Nasdaq listing and trading symbol.
Forward-looking statements are based on management's current expectations and assumptions and are subject to risks, uncertainties and other factors that could cause actual outcomes to differ materially from those expressed or implied.
These risks include, among others:
- The possibility that the Proposed Transaction may not be completed on the anticipated timeline or at all;
- Failure to satisfy closing conditions, including obtaining the necessary HeartSciences shareholder approvals and applicable Nasdaq listing approvals;
- Market, macroeconomic and business conditions affecting HeartSciences, Fortitude or the combined company;
- Risks associated with integrating operations and managing a newly public company;
- Risks related to Fortitude's mining operations, including the substantial volatility of Zcash and other digital asset prices; and
- Legal, commercial, regulatory and technical uncertainties associated with digital assets.
Additional risks and uncertainties are described in the Definitive Proxy Statement, HeartSciences' Annual Report on Form 10-K filed July 23, 2026, its Quarterly Report on Form 10-Q filed September 14, 2026, and other SEC filings.
Readers are cautioned not to place undue reliance on forward-looking statements. HeartSciences and Fortitude undertake no obligation to update or revise forward-looking statements except as required by applicable law. All forward-looking statements speak only as of the date of this release.
Participants in the Solicitation
HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of Digital Currency Group (“DCG”) , Fortitude's parent company, may be deemed participants in the solicitation of proxies from HeartSciences shareholders in connection with the Proposed Transaction.
Information regarding these participants and their direct or indirect interests in the Proposed Transaction, whether through securities holdings or otherwise, is described in the Definitive Proxy Statement and other relevant SEC filings.
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
In the ordinary course of business, Fortitude currently sells or otherwise monetizes all the digital assets that it mines, including ZEC. In addition, Fortitude and its affiliates and subsidiaries, including DCG, from time to time sell, pledge or otherwise monetize their digital asset holdings, including ZEC. The funds received from such sales, pledges, or other monetization activities are used to fund operating expenses and capital investments, as well as for other purposes, including to hedge exposures and realize investment gains.
About HeartSciences Inc.
HeartSciences is a healthcare information technology company advancing the use of electrocardiography ("ECG" or "EKG") through the integration of artificial intelligence. HeartSciences' MyoVista Insights™ platform is a device-agnostic ECG management system designed to improve clinical efficiency and decision-making. Its MyoVista wavECG device is designed to deliver conventional ECG functionality while supporting AI-enabled solutions.
For more information, visit www.heartsciences.com
Investor Relations Contact
Integrous Communications
Mark Komonoski, Partner
Phone: 877 255 8483
Email: mkomonoski@integcom.us
Email: investorrelations@heartsciences.com
Fortitude Investor Relations and Media Contact:
ICR
Phone: 917-375-9457
Email: IR@fortitudemining.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/dd7e1d4a-bc27-4a05-baa5-902736cdec1b
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the proposed terms of the HeartSciences and Fortitude combination?
HeartSciences and Fortitude have agreed to an all-stock transaction. The combined company is expected to operate under the Fortitude brand, with Class A common stock expected to trade on Nasdaq as TUDE, subject to applicable listing requirements and Nasdaq approval.
Who can vote on the HeartSciences and Fortitude transaction, and how can they vote?
HeartSciences shareholders of record as of October 8, 2026, are entitled to vote. Registered shareholders can vote in advance using their proxy materials, including online at www.voteproxy.com. Holders whose shares are held through a bank, broker or other nominee should follow their voting instruction form.