Welcome to our dedicated page for HeartSciences SEC filings (Ticker: HSCS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
HeartSciences Inc. filings document the company’s AI-enabled ECG business, public securities and governance as a Texas corporation listed on Nasdaq. The records identify common stock under HSCS and warrants under HSCSW, and include emerging growth company disclosures.
Recent filings include Form 8-K reports for quarterly operating results and business updates, material definitive agreements covering debt and lending arrangements, and governance matters such as director and officer indemnification and executive or board changes. Proxy materials describe annual meeting proposals including director elections, equity incentive plan shares, officer exculpation under Texas law and auditor ratification.
HeartSciences Inc. is asking shareholders to approve a merger with Fortitude Mining Holdings that will create an Up-C structured combined company focused on digital asset mining, primarily Zcash. Fortitude Seller will contribute all of its assets and liabilities to Fortitude HoldCo and $2,000,000 in cash or Zcash to HeartSciences in exchange for Class A and Class V Common Stock, based on a fixed Exchange Ratio of 19.00, or 21.22 if the HeartSciences VWAP is at least $7.50.
After closing, Fortitude Seller is expected to own approximately 95% of the combined company’s voting interests through Class V and Class A shares and Surviving Company Non‑Voting Units, while existing HeartSciences equityholders will own about 5% via Class A shares. All Series C and Series D Preferred Stock will convert into Class A Common Stock, and HeartSciences may implement a reverse stock split between 1-for-2 and 1-for-5. If the transaction fails, the board notes HeartSciences may have limited ability to continue operations and could consider liquidation. The board unanimously recommends voting in favor of all proposals, and holders of over 50% of Series C Preferred have signed support agreements.
HeartSciences Inc. is progressing its Agreement and Plan of Merger with Fortitude Mining Holdings by providing audited Fortitude financials and unaudited pro forma combined information. Fortitude operates a digital asset mining business focused on Bitcoin, Zcash and other proof‑of‑work assets.
For the year ended December 31, 2025, Fortitude generated total revenues of $89,497 (in thousands) and recorded a net loss of $12,676 (in thousands). As of that date it reported total assets of $72,792 (in thousands), including cash of $9,995 (in thousands), property and equipment of $39,646 (in thousands) and digital assets of $3,413 (in thousands). Mining revenues from a related‑party pool operator accounted for $58,091 (in thousands) of 2025 revenues.
For the three months ended March 31, 2026, Fortitude reported total revenues of $19,225 (in thousands) and a net loss of $4,649 (in thousands). The company completed the Aurora, Nebraska mining asset acquisition for allocated consideration of $7,889 (in thousands), adding strategic power contracts and infrastructure, and concluded that existing resources should support at least 12 months of operations.
HeartSciences Inc. entered into Amendment No. 1 to its June 23, 2026 Agreement and Plan of Merger with Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC. The amendment replaces the form of the A&R LLC Agreement to clarify certain redemption mechanics.
The amendment also replaces the form of the Parent New Charter to provide for a proposed amendment to the requirements for HeartSciences shareholder action by written consent. HeartSciences plans to file a proxy statement with the SEC and mail it to stockholders in connection with the transactions contemplated by the amended merger agreement.
HeartSciences Inc. filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and highlighted a previously announced Merger Agreement providing for a proposed business combination with Fortitude Mining Holdings, Inc., an institutional-scale, vertically integrated venture mining platform anchored in Zcash and currently wholly owned by Digital Currency Group.
The company plans to file a preliminary proxy statement with the SEC shortly to seek shareholder approval for the transactions described in the Merger Agreement and then issue its fiscal 2026 earnings release and a business update, which it currently expects early the following week. Management states it believes the proposed Fortitude transaction offers a significant opportunity for shareholders by providing continued ownership in a business operating at scale and generating meaningful revenue, while allowing HeartSciences’ MyoVista Insights AI-ECG technology to continue advancing with greater focus.
HeartSciences Inc. is a Texas-based healthcare IT company focused on AI-enabled electrocardiography. Its core product, MyoVista Insights, is a cloud-native, device-agnostic ECG management and AI-ECG orchestration platform classified as an MDDS and exempt from FDA 510(k) clearance. Early adopter deployments began in 2025, with a major upgrade and Epic Toolbox designation in March 2026.
The company is also developing the MyoVista wavECG, a 12-lead ECG device designed to host embedded AI algorithms. A 510(k) submission was filed in December 2025 and remains under FDA review; clearance and algorithm integration are critical to the device’s future success.
Financially, HeartSciences remains early-stage, with Fiscal 2026 net loss of $9.1 million, accumulated deficit of $85.3 million, and stockholders’ equity of about $0.2 million as of April 30, 2026. Its auditor raised substantial doubt about its ability to continue as a going concern. The company expects further capital needs, has all assets pledged as collateral, and anticipates receiving a new Nasdaq notice because equity is below the $2.5 million listing threshold, creating delisting risk despite a prior 1-for-100 reverse split in 2024. HeartSciences qualifies as an emerging growth and smaller reporting company, allowing reduced disclosures.
HeartSciences Inc. reports changes to the employment arrangements for Chief Financial Officer Danielle Watson in connection with its planned merger with Fortitude Mining HoldCo, LLC. An amendment to her employment agreement adds severance protections if she is terminated without Cause or resigns for Good Reason, including six months of base salary, up to six months of company-paid or reimbursed COBRA premiums, and acceleration of unvested equity awards granted before the merger closing, subject to a release of claims.
The compensation committee also granted Ms. Watson an equity award of 25,000 restricted stock units under the 2023 Equity Incentive Plan, effective July 7, 2026 and subject to the merger closing. These RSUs vest in four equal installments every three months beginning three months after closing, fully vesting one year after closing, with full acceleration upon certain terminations without Cause, resignations for Good Reason, or a Change of Control other than the merger.
Watson Danielle reported acquisition or exercise transactions in this Form 4 filing.
HeartSciences Inc. reported that company officer Danielle Watson received a grant of 25,000 Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan. Each RSU represents one share of common stock and was granted at $0.0000 per unit. The RSUs vest only if a merger closing occurs under a Merger Agreement dated June 22, 2026, and then in four equal installments every three months over one year, contingent on her continued employment.
HeartSciences Inc. entered into a Merger Agreement under which its subsidiary will merge with Fortitude Mining HoldCo, LLC, making Fortitude the surviving company and HeartSciences the sole managing member after closing, subject to customary conditions and stockholder approval.
In connection with the planned transaction, CEO Andrew Simpson’s employment agreement was amended, and he received a retention equity award of 425,000 restricted shares of common stock that were issued on June 22, 2026. These shares are non-voting until they vest and will vest over one year after closing, with full acceleration upon certain terminations without cause, constructive termination, or a separate change of control.
The Compensation Committee also confirmed a $250,000 cash bonus for Mr. Simpson payable at closing of the transaction and approved a $50,000 discretionary cash bonus for CFO Danielle Watson tied to the proxy filing and closing. The Board approved an amendment to the 2023 Equity Incentive Plan to increase the share reserve by 475,000 shares, subject to shareholder approval, and conditionally expanded the Board from five to nine directors, with Andrea Childs and Erik Ellingson designated to become CEO and CFO at the effective time.
Simpson Andrew reported acquisition or exercise transactions in this Form 4 filing.
HeartSciences Inc. reported that director and officer Andrew Simpson received a grant of 425,000 shares of common stock at no cost under the company’s 2023 Equity Incentive Plan. The award was approved by the board as a retention bonus in connection with a Merger Agreement dated June 22, 2026.
The shares are non-votable until they vest and are subject to the closing of the merger. If the merger closes, one quarter of the shares vest three months after closing, with additional quarters vesting every three months so that all shares vest one year after closing, provided Simpson remains continuously employed. Following this grant, he holds 499,382 shares directly.
HeartSciences Inc. reports a Schedule 13G filing showing beneficial ownership. Ephraim G. Fields 06/23/2026 beneficially owned 265,218 shares of Common Stock, representing 8.1%. The filing lists sole voting and dispositive power over the same 265,218 shares.