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. reports that Andrew Simpson, its President, Chief Executive Officer and Chairman, beneficially owns 403,739 shares, or 7.5% of the class. The reported amount includes 323,833 shares issuable upon exercise of options; all options fully vested as of October 5, 2026, following FDA 510(k) clearance of the MyoVista wavECG device. It also includes 70,000 voting restricted shares that vest upon closing the transactions contemplated by the merger agreement, and excludes 425,000 unvested, non-voting restricted shares.
Simpson states the securities were acquired for investment purposes. He may communicate with stockholders, officers, directors and others about HeartSciences’ operations and strategic direction, including discussions that could concern debt or equity financing, acquisitions, mergers or other strategic transactions; he reserves the right to revise his position and take future actions.
HeartSciences Inc. asks shareholders to approve its proposed combination with Fortitude Mining Holdings, Inc. (the Fortitude Seller), subject to closing conditions, at a November 19, 2026 meeting. HeartSciences would transfer substantially all its assets and liabilities to a subsidiary, which would merge into Fortitude HoldCo; Fortitude HoldCo would survive, with HeartSciences as sole managing member. The Fortitude Seller would exchange its voting units for Class V shares, carrying one vote each and no economic rights, and contribute $2,000,000 of cash or Zcash for Class A shares. The exchange ratio is 19.00, or 21.22 if the closing VWAP is equal to or greater than $7.50.
Under stated assumptions excluding potential PIPE and debt-exchange issuances, approximately 7,684,628 Class A and 107,407,836 Class V shares are expected outstanding after closing. The Fortitude Seller is expected to hold about 94% of voting interests; existing HeartSciences equityholders other than the seller, about 6% of voting and economic interests. Shareholders are also asked to approve potential Class A issuances of up to 35,000,000 shares within one month of Closing, with aggregate consideration of cash, Zcash or debt satisfaction capped at $100,000,000 and a maximum 20% discount to market price. A proposed one-for-two to one-for-five reverse split would have a ratio set by the board and mutually agreed with the Fortitude Seller.
HeartSciences Inc. (HSCS) is registering common stock for an at-the-market offering with an aggregate offering price of up to $4,161,139 under its Equity Distribution Agreement with Maxim Group LLC. HeartSciences may sell shares from time to time; Maxim is not required to sell a specific amount and will use commercially reasonable efforts. While the aggregate market value of shares held by non-affiliates is below $75 million, sales are subject to Form S-3’s limit of one-third of that value in any 12-month period. HeartSciences reported that market value as $23,159,765 as of October 6, 2026.
As of October 6, 2026, HeartSciences had sold 1,529,287 shares for an aggregate offering price of approximately $14.1 million under the agreement. It also reported approximately $3.6 million in securities sales under the Form S-3 limit during the preceding 12 calendar months. Separately, its proposed transaction under a merger agreement with Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC, and its subsidiary Cordis Acquisition, LLC is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including HeartSciences shareholder approval.
HeartSciences Inc. announced that the FDA granted 510(k) clearance for its MyoVista wavECG device as a 12-lead resting electrocardiograph. The clearance covers acquisition and interpretation of ECG signals from adult and pediatric patients in hospitals and healthcare facilities, with interpretive statements provided to clinicians on an advisory basis; it does not include an AI-ECG algorithm. HeartSciences says it does not intend to commercialize the device without a cleared AI-ECG algorithm and has no commercialization timeline. Its commercial focus remains MyoVista Insights, and it intends to evaluate options for the device and related intellectual property. The device and AI-ECG submissions were separated following updated American Society of Echocardiography guidance on assessing left ventricular diastolic dysfunction.
HeartSciences expects its proposed business combination with Fortitude Mining Holdings, Inc. to close in Q4 calendar 2026, subject to customary closing conditions, including approval by HeartSciences shareholders.
HeartSciences Inc. asks shareholders to approve a proposed combination with Fortitude Mining Holdings, Inc. HeartSciences would contribute substantially all assets and liabilities to a subsidiary, while Fortitude Seller would contribute its assets and liabilities, excluding shares issued to it in the August 2026 PIPE Investment, to Fortitude HoldCo. HeartSciences’ acquisition subsidiary would merge into Fortitude HoldCo, which would survive with HeartSciences as managing member. Fortitude Seller would contribute $2,000,000 in cash or Zcash for Class A shares and voting units for Class V shares. The exchange ratio is 19.00, or 21.22 if the 20-business-day volume weighted average price for a share ending two business days before closing is equal to or greater than $7.50.
Class V shares carry one vote each and no economic rights. Fortitude Seller is expected to hold approximately 95% of voting interests; existing HeartSciences equityholders other than Fortitude Seller are expected to hold approximately 5% of voting and economic interests. Shareholders are also asked to approve a proposed rename to Fortitude Mining Group, Inc., charter and equity-plan changes, and a reverse split, mutually agreed by HeartSciences and Fortitude Seller and at board discretion, within an inclusive one-for-two to one-for-five range. Closing is anticipated in the fourth quarter of 2026, subject to approvals and other conditions; Nasdaq approval of the Class A listing is a closing condition. The board unanimously recommends voting “FOR” each proposal.
HeartSciences Inc. and Front Range Ventures LLC amended the loan agreement and secured note, extending the maturity date to the earlier of two business days after closing of the proposed business combination with Fortitude Mining Holdings, Inc., or January 29, 2027. The original loan was for $500,000, and the note accrued interest at 12% per annum, compounded annually.
Accrued unpaid interest as of September 30, 2026 is payable on or before that date; interest accruing thereafter is due at maturity. HeartSciences may repay all or part of the outstanding principal before maturity in amounts of at least $50,000. Each repayment is applied first to accrued interest and then to principal.
HeartSciences Inc. is registering a shelf of up to $200,000,000 in an aggregate combination of common stock, preferred stock, debt securities, warrants, rights and units, for offerings from time to time. Specific pricing and terms will be provided in prospectus supplements, and sales cannot occur until the registration statement is effective. If sales generate net proceeds, the company intends to use them for working capital, capital expenditures and general corporate purposes, including research and development, regulatory work and merger-related expenses.
The prior registration and its Maxim at-the-market offering may continue until the new registration statement becomes effective or March 27, 2027, whichever occurs first. While the market value of non-affiliate common equity is below $75 million, Form S-3 primary sales are limited to one-third of that equity’s market value in any 12-month period.
HeartSciences says it needs additional funding and is directing resources principally to MyoVista Insights. Its MyoVista wavECG 510(k) submission remains under FDA review; the company recorded an approximately $0.3 million reserve against device inventory for the quarter ended July 31, 2026. The proposed Fortitude merger is expected to close in the fourth quarter of 2026.
HeartSciences Inc. (HSCS) is asking shareholders to approve a transformative merger with Fortitude Mining Holdings, Inc., creating an Up-C structure in which Fortitude’s digital-asset mining business will be held through Fortitude Mining HoldCo, LLC and HeartSciences will become its sole managing member.
Fortitude Seller will contribute all operating assets and liabilities and $2,000,000 in cash or Zcash in exchange for Class A and Class V common stock, with an Exchange Ratio of 19.00 shares (or 21.22 if HSCS’s VWAP is at least $7.50) applied to HeartSciences’ fully diluted share base. Existing HeartSciences equityholders (excluding Fortitude Seller) are expected to own only about 5% of the Combined Company’s voting and economic interests, with Fortitude Seller holding the remaining ~95% via Class V Common Stock and Surviving Company Non-Voting Units.
Shareholders are also being asked to approve a name change to “Fortitude Mining Group, Inc.,” creation of Class V non‑economic voting stock, a potential 1‑for‑2 to 1‑for‑5 reverse stock split, expanded share issuance capacity for private placements and debt/equity exchanges, an amended equity incentive plan, and the ability to adjourn the meeting. The board unanimously recommends voting for all proposals and discloses that if the merger fails, HeartSciences may have limited ability to continue operations and could face a $2,500,000 termination fee plus reimbursable expenses in certain circumstances.
HeartSciences Inc. (HSCS) reports leadership changes at Fortitude Mining Holdings, its proposed merger partner, and highlights Fortitude’s current operating scale. Fortitude’s board appointed Jaime Leverton as Chief Executive Officer and director effective September 21, 2026, while Andrea Childs transitions from CEO and director to Chief Operating Officer. The companies state that, following the closing of the previously announced business combination, HeartSciences is expected to be renamed Fortitude Mining Group, Inc., with Leverton serving as CEO and a board member. Fortitude’s press release notes that in the six months ended June 30, 2026 it mined a substantial share of Zcash network production and generated meaningful revenue, and that the proposed transaction is expected to close in the fourth quarter of 2026, subject to customary conditions including HeartSciences shareholder approval.
HeartSciences Inc. (HSCS) reported fiscal first quarter 2027 results and gave an update on its pending all-stock merger with Fortitude Mining Holdings. The Fortitude transaction, announced in June 2026, is described as continuing to progress, with closing expected in Q4 2026, subject to customary conditions including HeartSciences shareholder approval.
For the quarter ended July 31, 2026, HeartSciences reported no meaningful revenue, a loss from operations of $2.9 million versus $1.9 million a year earlier, and a net loss of $3.2 million versus $2.1 million. The operating loss included about $0.5 million in additional legal and professional fees related to the Proposed Transaction, $0.5 million of non-cash share-based compensation triggered by the passing of Mark Hilz, and a $0.3 million inventory reserve for the MyoVista wavECG device. As of July 31, 2026, shareholders’ deficit was $2.0 million.
The company is concentrating its commercial efforts on the MyoVista Insights cloud-based ECG management and AI orchestration platform, has signed its first U.S. commercial agreements, and was selected as the AI-ECG delivery platform for a major European reference center. HeartSciences does not currently plan to commit significant additional resources to commercializing the MyoVista wavECG device and has reserved against related inventory. Liquidity actions after quarter end included approximately $1.0 million of common stock purchased by Fortitude, about $1.2 million of net proceeds from at-the-market sales, and the exchange of $200,000 of note principal into equity; the Fortitude merger exchange ratio was not adjusted for these issuances.