HeartSciences Inc SEC Filings

HeartSciences Inc. director David R. Wells reported a grant of 15,000 Restricted Stock Units (RSUs) on 01/12/2026. The RSUs were granted under the company’s 2023 Equity Incentive Plan at a price of $0 per unit, with each vested RSU convertible into one share of common stock.

Vesting is subject to several conditions. Shareholders must first approve plan changes that contemplate these RSU awards. After that, one-half of the RSUs vest on the one-year anniversary of the grant date, and one-eighth vests on each quarterly anniversary thereafter, so all units vest over two years if Wells continues serving on the board. Separately, 100% of the RSUs vest early if there is a Change of Control or if the company records at least $250,000 of revenue in any fiscal quarter after the grant date.

HeartSciences Inc. granted director Bruce Bent 15,000 restricted stock units (RSUs) on January 12, 2026. The RSUs were issued under the company’s 2023 Equity Incentive Plan at a price of $0 per unit, with each vested RSU delivering one share of common stock.

The award vests only if shareholders approve changes to the equity plan that contemplate these RSUs. If that condition is met, half of the RSUs vest one year after the grant date, and the remaining units vest in equal quarterly installments so that all RSUs are fully vested two years after the grant date, as long as Bent continues serving on the board.

The filing also notes that 100% of the RSUs will vest early if there is a Change of Control as defined in the plan, or if HeartSciences generates $250,000 or more of revenue in any fiscal quarter ending after the grant date.

HeartSciences Inc. approved a form of indemnification agreement on December 15, 2025 for each of its directors and executive officers. The agreement states that the company will indemnify these individuals and advance their expenses to the fullest extent permitted under Texas law and the company’s Certificate of Formation.

The arrangement also provides for continued coverage of each director and executive officer under the company’s directors’ and officers’ insurance policies. The form of indemnification agreement is filed as Exhibit 10.1.

HeartSciences Inc. disclosed that it issued a press release providing financial and operating results for the quarter ended October 31, 2025, along with other business updates. The press release is attached as Exhibit 99.1 and incorporated by reference into the report.

The company states that the information in Item 2.02 and Exhibit 99.1 is being treated as “furnished,” not “filed,” under the Exchange Act, and is not subject to the liabilities of Section 18 or automatically incorporated into other Securities Act or Exchange Act filings except by specific reference. The report is signed by Andrew Simpson, President, Chief Executive Officer and Chairman of the Board.

HeartSciences Inc. reported another loss-making quarter for the three months ended October 31, 2025 as it continues developing its AI‑driven ECG technologies. Revenue was $2,419 for the quarter and $4,319 for the six-month period, while net loss was $2,350,769 for the quarter and $4,405,763 year-to-date.

The company ended the period with $1,951,103 in cash and cash equivalents and total assets of $5,996,117. It reported an accumulated deficit of $80,533,398 and disclosed that these factors raise substantial doubt about its ability to continue as a going concern.

To fund operations, HeartSciences issued 1,912,383 Units of Series D convertible preferred stock and warrants at $3.50 per Unit for gross proceeds of approximately $6.7 million, with 1,332,544 Series D shares already converted into Common Stock. It also exchanged $2,020,000 of principal and interest on a Streeterville note into 570,626 Common shares and repaid an additional $450,000 in cash, fully retiring that note. Stockholders’ equity increased to $4,182,470 from $205,171 as of April 30, 2025, but management states current resources are insufficient to fund operations to achieve commercialization and plans to seek additional capital.

HeartSciences Inc. filed a Form S-8 to register 209,857 shares of common stock for issuance under its 2023 Equity Incentive Plan, reflecting the plan’s Evergreen Provision increase as of May 1, 2025. The filing also includes a reoffer prospectus of up to 252,561 shares that may be resold from time to time by certain affiliates, inclusive of the newly reserved shares.

The company will not receive proceeds from affiliate resales; it would receive cash only if outstanding employee stock options are exercised. Separately, on July 9, 2025, the company increased the plan’s reserve to 1,000,000 shares plus Evergreen, a change that has not yet been approved by shareholders.

As context, shares of common stock outstanding were 3,071,135 prior to the offering and 3,323,696 after, as shown in the prospectus table; this is a baseline share count, not the amount being registered for issuance.

HeartSciences Inc. extended the maturity of its existing $500,000 secured promissory note with Front Range Ventures to September 30, 2026, keeping the 12% annual interest and revising how accrued interest is paid. The company will pay interest accrued through September 30, 2025 on or before that date, with all later accrued interest due at maturity, and it can prepay at least $50,000 at a time, applied first to interest and then principal.

Through a qualified Regulation A offering of up to 4,285,714 units at $3.50 per unit, the company has raised $6.7 million in gross proceeds from 1,912,383 units as of October 1, 2025. Each unit includes one share of Series D preferred stock and one warrant to buy common stock at $5.00 per share, and holders have converted 1,331,044 Series D preferred shares into the same number of common shares. The company also exchanged $2,060,000 of principal and $45,000 of accrued interest on an unsecured note for 597,578 common shares, and had 3,069,635 common shares outstanding as of October 1, 2025.

HeartSciences Inc. reports that it has regained compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement, which calls for at least $2.5 million in stockholders’ equity for companies on The Nasdaq Capital Market. Nasdaq’s Listing Qualifications Staff notified the company on September 16, 2025, that the issue is resolved and the matter is now closed. HeartSciences had previously submitted a plan to Nasdaq explaining how it would regain and maintain compliance after falling below the required equity level.