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. (HSCS) reported, via a Regulation FD disclosure, second‑quarter 2026 financial and operating highlights from proposed merger partner Fortitude Mining Holdings. Fortitude generated $20.9 million in revenue and $8.5 million in Adjusted EBITDA for the quarter, mining about 33,646 ZEC at an average hash rate of 4.0 GSol/s with more than 60 MW of controlled power capacity across seven sites.
Fortitude and HeartSciences have a definitive merger agreement, with the business combination expected to close in H2 2026, subject to HeartSciences shareholder approval and other conditions. On August 12, 2026, Fortitude invested about $1,000,000 in HeartSciences through a private placement of 411,522 HSCS shares at $2.43 per share, a 22% premium to the then‑closing price, and now holds approximately 9.4% of HeartSciences’ outstanding common stock. The investment is described as supporting HeartSciences’ operating expenses ahead of the contemplated merger.
The disclosure emphasizes that communications regarding the proposed transaction are solicitation material, urges shareholders to read the proxy materials on file with the SEC, and includes extensive forward‑looking‑statement and digital‑asset risk language, noting that the transaction may not close and that Fortitude’s business is exposed to Zcash and broader cryptocurrency volatility.
HeartSciences Inc. (HSCS) reported that Fortitude Mining Holdings, Inc. invested approximately $1.0 million through a private placement completed on August 12, 2026. Fortitude purchased 411,522 shares of HeartSciences common stock at $2.43 per share, a 22% premium to the closing market price on the purchase date.
The new shares are ordinary voting common stock with no special rights, and the investment lifts Fortitude’s stake to about 9.4% of HeartSciences’ outstanding shares. The company states that the cash investment provides additional working capital and strengthens its balance sheet ahead of the expected closing of the proposed business combination between HeartSciences and Fortitude, which is anticipated in the second half of the current calendar year, subject to customary conditions, including shareholder approval. The exchange ratio under the existing merger agreement is unchanged, and no extra merger consideration will be issued to Fortitude in respect of this investment.
HeartSciences Inc. (HSCS) received a new strategic investment and is party to a pending control transaction with Fortitude Mining Holdings, Inc., a wholly owned subsidiary of Digital Currency Group, Inc. (DCG). Fortitude acquired 411,522 common shares, representing 9.4% of HeartSciences’ outstanding common stock as of August 12, 2026, for an aggregate $999,998.46 in cash to support ongoing operating expenses.
The investment is tied to a Merger Agreement under which HeartSciences, Fortitude and Fortitude Mining HoldCo, LLC will form an "Up-C" structure, with HeartSciences to be renamed Fortitude Mining Group, Inc. and its existing common stock redesignated as Class A Common Stock. Fortitude is expected to hold approximately 95% of the combined voting power through Surviving Company Non-Voting Units and Class V Common Stock, making the combined company a "controlled company" under Nasdaq rules and allowing Fortitude designees to control the board and key corporate decisions. If the Merger Agreement is terminated and the transactions are not completed, HeartSciences must file a resale registration statement for the 411,522 shares within 30 days.
HeartSciences Inc. (HSCS) entered into a Subscription Agreement with Fortitude Mining Holdings, Inc. for a private placement of 411,522 shares of common stock at $2.43 per share, raising gross proceeds of approximately $1.0 million.
The PIPE Investment is intended to fund operating expenses before the expected closing of HeartSciences’ proposed business combination with Fortitude under the June 23, 2026 Merger Agreement. Following this investment, Fortitude owns approximately 9.4% of HeartSciences’ issued and outstanding common stock. The unregistered shares were issued in reliance on the Securities Act Section 4(a)(2) exemption and are not subject to the Merger Agreement’s Exchange Ratio.
HeartSciences Inc. reported receiving a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. In its Form 10-K for the year ended April 30, 2026, the company reported stockholders’ equity of $226,060 and also did not meet the alternative market value or net income standards.
The company’s common stock and public warrants remain listed while it works on regaining compliance. HeartSciences has 45 calendar days, until September 18, 2026, to submit a compliance plan and, if accepted, could receive up to 180 days from August 4, 2026, or until January 31, 2027, to evidence compliance. Management is evaluating options, including consummating its previously announced all-stock merger with Fortitude Mining Holdings, Inc., and notes that any suspension or delisting could reduce liquidity, market price, access to equity financing, ability to grant equity incentives, and ability to complete the proposed transaction.
HeartSciences Inc. reported selected results for the fiscal year ended April 30, 2026 and outlined progress on its proposed all-stock business combination with Fortitude Mining Holdings, Inc., a vertically integrated digital asset mining platform anchored in Zcash. For Fiscal 2026, the company reported no meaningful revenue, cash and cash equivalents of approximately $1.7 million and shareholders’ equity of $0.2 million.
The company described the period as one of “transformational change,” citing the full commercial launch of its MyoVista Insights healthcare IT platform, deployment contracts with healthcare institutions, and submission of its MyoVista wavECG device to the FDA for 510(k) clearance, which is under review. A preliminary proxy statement has been filed describing the Fortitude transaction and an authorization for the board to implement, if needed to support Nasdaq listing requirements for the combined company, a reverse stock split within a range of 1-for-2 to 1-for-5. Forward-looking disclosures highlight uncertainties around completing and integrating the transaction and exposure to digital asset market volatility.
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.