Zcash miner Fortitude to take over HeartSciences (HSCS) in all-stock deal
Rhea-AI Filing Summary
HeartSciences Inc. is pivoting its business through an all-stock merger with Fortitude Mining Holdings, a Zcash-focused digital asset miner. Fortitude equityholders are expected to receive about 95.0% of HeartSciences’ post-closing equity, leaving existing HeartSciences shareholders with roughly 5.0%.
The deal uses an Up‑C style structure with a new non-economic Class V voting stock and Surviving Company non‑voting units that can later be redeemed for Class A shares or cash. Closing is targeted for the second half of 2026, subject to shareholder approvals, Nasdaq listing conditions and other customary closing conditions. Fortitude’s management, led by CEO Andrea Childs, will take over the combined company, which is expected to rebrand as Fortitude and trade on Nasdaq under the ticker “TUDE.”
Positive
- None.
Negative
- Massive dilution and business pivot for HSCS holders: Fortitude equityholders are expected to receive approximately 95.0% of post‑closing equity, leaving current HeartSciences shareholders with about 5.0% and shifting the company’s core exposure into volatile Zcash and digital asset mining.
Insights
HeartSciences is effectively being reverse-merged into a large Zcash miner, with legacy holders heavily diluted.
The transaction shifts HeartSciences from an AI‑ECG medical technology focus into a holding-company structure over Fortitude, a vertically integrated Zcash mining platform. Fortitude reports about $90mm of gross revenue and roughly $20mm of Adjusted EBITDA for 2025, indicating a substantially larger operating business than HeartSciences.
Post‑closing, Fortitude equityholders are expected to own around 95% of the combined equity, with existing HeartSciences shareholders reduced to about 5%. Governance and economics are separated via Class V voting stock and Surviving Company Units, alongside a Tax Receivable Agreement sharing 85% of certain tax benefits. Termination fees of $2.5mm for HeartSciences and $6.0mm for Seller reinforce commitment but add breakup cost risk.
The combined company’s fortunes will be tied to Zcash and broader Proof‑of‑Work asset economics, which the documents note are highly volatile and subject to evolving regulation and technology. Future SEC proxy materials and ongoing filings are expected to detail pro forma financials, risk factors, and final ownership outcomes once shareholder approvals and closing timing are clearer.
8-K Event Classification
Key Figures
Key Terms
Class V common stock financial
Surviving Company Non-Voting Units financial
Tax Receivable Agreement financial
Registration Rights Agreement financial
Parent Termination Fee financial
venture mining financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On June 23, 2026, HeartSciences Inc., a Texas corporation (“HeartSciences” or “Parent”), Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“Fortitude”), and Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).
Fortitude is a Zcash mining platform, applying a venture mining approach across high-growth digital assets with a primary focus on Zcash, a privacy-preserving, Proof-of-Work asset built on Bitcoin’s core monetary principles. Fortitude is currently wholly-owned by Digital Currency Group, Inc. (“DCG”), a company which invests in and operates companies focused on the cryptocurrency industry and decentralized technologies.
Transactions and Merger Consideration
The Merger Agreement provides that, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the “Merger”) with HeartSciences thereby becoming the sole managing member of the surviving company (the “Surviving Company”).
The Merger Agreement provides that, prior to the Effective Time, subject to the receipt of the Parent Stockholder Approvals (as defined below), HeartSciences will file a new Amended and Restated Certificate of Formation with the Secretary of State of the State of Texas in accordance with the applicable provisions of the Texas Business Organizations Code (the “Parent New Charter”) that, among other things, will establish a new class of Parent’s common stock, designated as Class V common stock, $0.0001 par value per share (the “Parent Class V Common Stock”), which will entitle the holder to one vote per share, and will have no economic rights. At Closing, the existing common stock of Parent, will have a $0.0001 par value per share, and will then be designated as Class A common stock (the “Parent Class A Common Stock”).
Prior to the closing of the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger (the “Closing”), Parent will (i) form a new Delaware limited liability company (“Parent Sub”) as a direct wholly-owned subsidiary of Parent, (ii) contribute substantially all of its assets and liabilities to Parent Sub, and (iii) contribute 100% of the limited liability company interests in Parent Sub to Merger Sub (the “Parent Contribution”). In addition, Seller will contribute all of its assets and liabilities to Fortitude, including 100% of the limited liability company interests in each of its direct Subsidiaries (as defined in the Merger Agreement) (the “Seller Contribution” and, together with the Parent Contribution, the “Contribution Transactions”).
Immediately prior to the Effective Time, Seller will contribute all of its voting interests in Fortitude (“Fortitude Voting Units”) and $2,000,000 of cash or Zcash cryptocurrency (“Zcash”) to Parent in exchange for a number of shares of Parent Class V Common Stock equal to (A) the Closing Parent Common Stock Shares (as defined in the Merger Agreement) multiplied by (B) the Exchange Ratio (as calculated pursuant to the terms of the Merger Agreement, subject to adjustment as provided therein), and a number of shares of Parent Class A Common Stock equal to (x) $2,000,000 divided by (y) the Closing Parent Common Stock VWAP (as defined in the Merger Agreement) (collectively, the “Contribution and Exchange”).
At the Effective Time, each non-voting unit of Fortitude (each, a “Fortitude Non-Voting Unit”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of non-voting units of the Surviving Company (each, a “Surviving Company Non-Voting Unit” and, collectively, “Surviving Company Units”) equal to (i) the Closing Parent Common Stock Shares, multiplied by (ii) the Exchange Ratio (collectively, the “Merger Consideration”).
Each unit of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into a number of Surviving Company Non-Voting Units equal to the number of shares of Parent’s common stock outstanding as of immediately prior to the Effective Time, as set forth in the Amended and Restated Limited Liability Company Agreement of the Surviving Company (the “A&R LLC Agreement”).
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In connection with the Transactions, each share of Parent’s Series C Convertible Preferred Stock, $0.001 par value per share (the “Parent Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time will be converted into a number of shares of Parent Class A Common Stock as determined by dividing the then-effective Series C Original Issue Price by the then-effective Series C Conversion Price (each as defined in the Certificate of Designations, Number, Voting Power, Preferences and Rights of Parent Series C Preferred Stock) (the “Mandatory Conversion”). Immediately prior to the Effective Time, each share of Parent’s Series D Convertible Preferred Stock, $0.001 par value per share (the “Parent Series D Preferred Stock”), issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of Parent Class A Common Stock in accordance with the Certificate of Designations, Number, Voting Power, Preferences and Rights of Parent Series D Preferred Stock (the “Series D Forced Conversion”).
Immediately prior to the Effective Time, HeartSciences will cause its transfer agent to issue to Seller shares of Parent Class V Common Stock and Parent Class A Common Stock, each as described above. Immediately after the Effective Time, Parent will contribute all of the cash or Zcash, as the case may be, received in the Contribution and Exchange to the Surviving Company in exchange for additional Surviving Company Non-Voting Units.
Following the Closing, and subject to any Pre-Closing PIPE Investment (as defined in the Merger Agreement) or other permitted equity issuances by Parent prior to Closing, (i) the aggregate number of shares of Parent Class V Common Stock and Parent Class A Common Stock issued to the equityholders of Fortitude pursuant to the Merger Agreement are expected to represent approximately 95.0% of the outstanding equity interests of Parent, (ii) Parent equityholders as of immediately prior to Closing are expected to own approximately 5.0% of the outstanding equity interests of Parent, in the aggregate, in the form of Parent Class A Common Stock, (iii) the equityholders of Fortitude will hold a number of Surviving Company Non-Voting Units which are expected to represent approximately 95.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company, and (iv) Parent will be the sole managing member of the Surviving Company and will hold all of the voting units of the Surviving Company and a number of Surviving Company Non-Voting Units which are expected to represent approximately 5.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company.
The Closing is expected to take place during the second half of 2026, subject to the satisfaction of the closing conditions, including the requirement to obtain Stockholder Approvals.
Governance of the Surviving Company
Following the Merger, the limited liability company agreement of Fortitude will be amended and restated in its entirety in the form of the A&R LLC Agreement to, among other things, permit the issuance of the Surviving Company Units, admit Parent as the sole managing member of the Surviving Company, and establish the ownership of the Surviving Company Units by Seller and Parent.
In connection with the Closing, (i) Parent will take all necessary action to increase the size of its Board of Directors (the “Board”) as directed by Seller and appoint the individuals determined by Seller prior to the Closing to the Board effective as of the Effective Time (collectively, the “Board Change”), (ii) it is expected that Andrew Simpson and David Wells, each a current member of the Board, shall remain on the Board after the Closing, and (iii) Andrea Childs will be named Chief Executive Officer and Erik Ellingson will be named Chief Financial Officer of Parent, respectively (collectively, the “Officers Change”).
Representations, Warranties and Covenants
The Merger Agreement contains customary representations, warranties and covenants of HeartSciences and Seller, including covenants relating to the conduct of the business of both HeartSciences and Seller from the date of signing the Merger Agreement through the Closing, obtaining the requisite approval of the stockholders of HeartSciences and Seller (as sole member of Fortitude), maintaining the listing of Parent Class A Common Stock on the Nasdaq Capital Market (“Nasdaq”) and applying for the continued listing of HeartSciences after the closing of the Merger on Nasdaq.
The Merger Agreement provides that the parties will use their respective reasonable best efforts to take all actions reasonably necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Transactions.
Under the terms of the Merger Agreement, HeartSciences has also agreed to certain restrictions on its ability to solicit Parent Acquisition Proposals (as defined in the Merger Agreement) from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding Parent Acquisition Proposals, subject to customary exceptions.
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In connection with the Transactions, HeartSciences will prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to a special meeting of HeartSciences’ stockholders (the “Parent Stockholder Meeting”), and will seek the approval of HeartSciences’ stockholders with respect to certain actions, including the following (collectively, the “Parent Stockholder Proposals”):
| (i) | approval pursuant to Listing Rule 5635 of Nasdaq of (x) the issuance of shares of Parent Class V Common Stock as contemplated by the Merger Agreement and any issuance of shares of Parent Class A Common Stock pursuant to the Contribution and Exchange or a Pre-Closing PIPE Investment and (y) the change of control of HeartSciences resulting from the Transactions; |
| (ii) | approval of the Merger Agreement and the Transactions (including the Merger) pursuant to the Texas Business Organizations Code (the “TBOC”); |
| (iii) | adoption of the Parent New Charter; and |
| (iv) | approval of an amendment and restatement of HeartSciences’ equity incentive plan. |
The Board has agreed to recommend the approval of the Parent Stockholder Proposals to HeartSciences’ stockholders and to solicit proxies in support of each such approval the Parent Stockholder Meeting. HeartSciences will hold a special meeting of shareholders to obtain Parent Stockholder Proposals as soon as practicable after the filing of the definitive Proxy Statement.
Under the Merger Agreement, HeartSciences has agreed that neither the Board nor any Board committee will fail to make, withdraw or qualify, amend or modify, in any manner adverse to Seller, the Board’s recommendation in favor of the Parent Stockholder Proposals or otherwise make a Parent Adverse Recommendation Change (as defined in the Merger Agreement). Nonetheless, the Merger Agreement does contain a limited contractual ability for the Board, in accordance with its fiduciary duties to HeartSciences’ stockholders, to make a Parent Adverse Recommendation Change, (i) upon receipt of a superior third-party acquisition proposal (a “Parent Superior Proposal”), subject to certain terms and conditions, including providing Seller with the required notice, or (ii) upon the occurrence of a Parent Intervening Event (as defined in the Merger Agreement).
Under the Merger Agreement, HeartSciences has agreed to maintain the indemnification rights (including with respect to advancement of expenses) of the officers and directors of HeartSciences and Seller as in effect immediately prior to the Closing and maintain, for a period of at least six years following the Closing, directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred at or before the Closing.
Conditions to Closing
The Closing is subject to the satisfaction or waiver of customary conditions, including, among other things, (i) receipt of the required approval of the Parent Stockholder Proposals by the stockholders of HeartSciences and the consent of Seller (as sole member of Fortitude) (the “Seller Consent”), (ii) the expiration or termination of any applicable waiting period under the HSR Act, (iii) the accuracy of the representations and warranties of the parties made in the Merger Agreement, subject to customary materiality qualifiers, (iv) compliance by the parties with their respective covenants and agreements under the Merger Agreement, (v) the approval for continued listing of Parent Class A Common Stock on Nasdaq after the Closing (including shares issued in connection with the Merger and any Pre-Closing PIPE Investment), (vi) the absence of any governmental order prohibiting the Merger and (vii) the absence of a material adverse effect with respect to the other party.
In addition, Seller’s obligation to complete the Closing is also subject to further conditions, including (i) Parent’s common stock not having been delisted from Nasdaq, (ii) the absence of any event that would reasonably be expected to result in HeartSciences being ineligible to register securities using a Registration Statement on Form S-3 and (iii) conversion of Parent Series C Preferred Stock and Parent Series D Preferred Stock into Parent Class A Common Stock.
Termination and Fees
The parties may terminate the Merger Agreement by mutual written agreement of HeartSciences and Seller. Either party may terminate the Merger Agreement (i) if any governmental order permanently restraining, enjoining or otherwise prohibiting the Merger becomes final and non-appealable, (ii) if the Parent Stockholder Approvals are not obtained at the Parent Stockholder Meeting or any adjournment or postponement thereof at which the vote was taken or (iii) if the Merger is not consummated on or before the date that is seven (7) months after the date of the Merger Agreement (the “End Date”).
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Seller may also terminate the Merger Agreement if (i) the Board makes a Parent Adverse Recommendation Change, (ii) a breach of any representation or warranty or failure to perform any covenant on the part of HeartSciences has occurred that would cause a closing condition not to be satisfied and has not been cured within 20 days following written notice, (iii) Parent’s common stock is delisted from Nasdaq, or (iv) HeartSciences becomes ineligible to register securities using a Registration Statement on Form S-3.
HeartSciences may also terminate the Merger Agreement if (i) the Seller Consent or the Seller Stockholder Consent (as defined in the Merger Agreement) has not been obtained, or (ii) a breach of any representation or warranty or failure to perform any covenant on the part of Seller has occurred that would cause a closing condition not to be satisfied and has not been cured within twenty (20) days following written notice.
In the event that (i) Seller terminates the Merger Agreement following a Parent Adverse Recommendation Change, or HeartSciences or Seller terminates following a failure to obtain the Parent Stockholder Approvals at a time when the Merger Agreement was terminable by Seller following a Parent Adverse Recommendation Change, or (ii) under certain circumstances, a Parent Acquisition Proposal is publicly disclosed prior to the Parent Stockholder Meeting, and the Merger Agreement is terminated for failure to obtain the requisite approval of the HeartSciences Stockholder Proposals and, prior to the first anniversary of the termination of the Merger Agreement, HeartSciences enters into a definitive agreement relating to a Parent Acquisition Proposal (that is subsequently consummated) or consummates a transaction relating to a Parent Acquisition Proposal, then, in each case, HeartSciences will be required to pay Seller a termination fee of $2,500,000 (the “Parent Termination Fee”), plus Seller’s reasonable out-of-pocket fees and expenses incurred in connection with the Merger Agreement and the Transactions. In addition, if HeartSciences terminates the Merger Agreement because the Seller Consent has not been obtained, Seller will be required to pay HeartSciences a termination fee of $6,000,000 (the “Fortitude Termination Fee”), plus HeartSciences’ reasonable out-of-pocket fees and expenses incurred in connection with the Merger Agreement and the Transactions.
Other Terms
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference only to provide investors with information regarding its terms. It is not intended to provide any other factual information about Fortitude, Seller, Merger Sub or Parent. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates or their respective businesses. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in HeartSciences’ or any other person’s public disclosures. Accordingly, the Merger Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Merger Agreement and should be read in conjunction with the disclosures in Parent’s periodic reports and other filings with the SEC.
Voting and Support Agreements
In connection with the execution and delivery of the Merger Agreement, and as a condition to the willingness of Seller to enter into the Merger Agreement, certain of the stockholders of HeartSciences, including certain holders of more than 50% of the outstanding shares of Parent Series C Preferred Stock entered into support agreements with Seller (the “Support Agreements”).
Pursuant to the Support Agreements, the signing stockholders have agreed, among other things, to vote their respective shares of Parent’s common stock and Parent Series C Preferred Stock (i) in favor of the Parent Stockholder Approvals, (ii) in favor of any proposal to adjourn or postpone the Parent Stockholder Meeting, if necessary, to permit further solicitation of proxies, and (iii) against any action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone or discourage the transactions contemplated by the Merger Agreement. In addition, the Support Agreements provide that all of the outstanding shares of Parent Series C Preferred Stock will be converted into shares of Parent Class A Common Stock in accordance with the terms of the Merger Agreement.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Support Agreements, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
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Amended and Restated Limited Liability Company Agreement
In connection with the Closing, the limited liability company agreement of Fortitude will be amended and restated in its entirety in the form of the A&R LLC Agreement, which will become effective at the Effective Time. The A&R LLC Agreement will, among other things, (i) establish HeartSciences as the sole managing member of the Surviving Company, (ii) provide for the issuance of two classes of limited liability company interests: the Surviving Company Non-Voting Units and the Fortitude Voting Units, (iii) establish the ownership of the Surviving Company Units, and (iv) provide each holder of Surviving Company Non-Voting Units with the right to cause the Surviving Company to redeem all or any portion of such holder’s Surviving Company Non-Voting Units for, at HeartSciences’ election, either (A) shares of Parent Class A Common Stock on a one-for-one basis or (B) a cash amount based on the volume-weighted average price of Parent Class A Common Stock.
Registration Rights Agreement
In connection with the Closing, Seller, HeartSciences and the Surviving Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), which will become effective at the Effective Time. The Registration Rights Agreement will provide, among other things, certain demand and “piggy-back” registration rights to the Seller.
Tax Receivable Agreement
In connection with the Closing, Seller, HeartSciences and the Surviving Company will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”), which will become effective at the Effective Time. The Tax Receivable Agreement generally provides for the payment by HeartSciences to persons that from time to time become a party thereto of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that HeartSciences (a) actually realizes with respect to taxable periods ending on or after the Closing or (b) are deemed to realize in the event the Tax Receivable Agreement terminates early at HeartSciences’ election, as a result of its breach or upon a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of the Board after the Closing) with respect to any taxable periods ending on or after such early termination event, in each case, as a result of, among other things, (i) Basis Adjustments (as defined in the Tax Receivable Agreement) and (ii) Imputed Interest (as defined in the Tax Receivable Agreement). HeartSciences will retain the benefit of the remaining 15% of these cash savings, if any.
Tax Sharing Agreement
In connection with the Closing, DCG, HeartSciences and the Surviving Company will enter into a Tax Sharing Agreement (the “Tax Sharing Agreement”), which will become effective at the Effective Time.
Waiver
In connection with the Closing, with the execution of the Merger Agreement, and as a condition to the willingness of Seller to enter into the Merger Agreement, a certain holder of HeartSciences’ promissory notes, dated as of September 6, 2024 and January 13, 2026 (collectively, the “Notes”), (i) consented to the execution of the Merger Agreement and the consummation of the Transactions, (ii) agreed not to exercise any of its redemption rights under Section 3 of each of the Notes for the period commencing on the execution of the Merger Agreement and ending upon the earlier of (x) the consummation of the Transactions, and (y) October 31, 2026, and (iii) waived any prepayment rights under Section 1.3 of each of the Notes that would be triggered by the Transactions (collectively, the “Waiver”).
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Waiver set forth under Item 1.01 above is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information regarding the expected issuance of shares of Parent Class A Common Stock and Parent Class V Common Stock pursuant to the Merger Agreement set forth under Item 1.01 above is incorporated by reference in this Item 3.02. The shares of Parent Class A Common Stock and Parent Class V Common Stock issuable pursuant to the Merger Agreement are expected to be issued in transactions exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
To the extent required, the information regarding the Board Change and the Officers Change set forth under Item 1.01 above is incorporated by reference into this Item 5.02.
Item 7.01. Regulation FD Disclosure.
Press Release on Announcing the Merger & Related Transactions
On June 23, 2026, HeartSciences, together with Seller, issued a press release announcing the Merger and related transactions, a copy of which is furnished as Exhibit 99.1 to this Current Report.
Corporate Presentation and Certain Financial Information of Fortitude
In connection with the Merger, HeartSciences is furnishing copies of a corporate presentation and certain financial information of Fortitude as Exhibits 99.2 and 99.3 to this Current Report, respectively.
The information provided in this Item 7.01 of this Current Report, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of HeartSciences under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes forward-looking statements, which statements involve inherent risks and uncertainties. Examples of forward-looking statements, include, but are not limited to, statements relating to the structure, timing, and completion of the Transactions, HeartSciences’s listing on Nasdaq after the Closing, the expected management and board of directors of HeartSciences, the expectations regarding the ownership structure of HeartSciences and the expected vision, goals, and trajectory of Fortitude and HeartSciences.
Forward-looking statements are not statements of historical fact, but instead represent management’s expectations, estimates, and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by HeartSciences as of the date of this Current Report, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the possibility that the Merger does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all, including the failure to timely obtain stockholder approval for the proposed transaction from HeartSciences’ stockholders, if at all; risks related to HeartSciences’ continued listing on Nasdaq until the Closing; the outcome of any legal proceedings that may be instituted against Fortitude or HeartSciences ; the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all; the possibility that the vision, goals, and trajectory of Fortitude and HeartSciences are not timely achieved or realized or achieved or realized at all; the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected; the possibility that the Transactions may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; the diversion of management’s attention from ongoing business operations and opportunities; changes in HeartSciences’ stock price before Closing; and other factors that may affect future results of Fortitude or HeartSciences. Additional factors that could cause results to differ materially from those described above can be found in HeartSciences’ most recent annual report on Form 10-K for the fiscal year ended April 30, 2025 and other documents subsequently filed by HeartSciences with the SEC.
HeartSciences cautions investors not to place considerable reliance on the forward-looking statements contained in this Current Report. Investors are encouraged to read HeartSciences’ filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this Current Report speak only as of the date of this document, and HeartSciences undertakes no obligation to update or revise any of these statements. HeartSciences’ business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
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Additional Information and Where to Find It
HeartSciences intends to file with the SEC the Proxy Statement in connection with the Transactions. The definitive Proxy Statement and other relevant documents will be mailed to stockholders of HeartSciences as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement. HeartSciences will also file other documents regarding the Transactions with the SEC. This Current Report does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF HEARTSCIENCES AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH HEARTSCIENCES’ SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND FORTITUDE AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Proxy Statement and all other documents filed or that will be filed with the SEC by HeartSciences, without charge, once available, on the SEC’s website at www.sec.gov.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
HeartSciences, Fortitude, Seller and their respective directors, executive officers, and certain executive officers of DCG may be deemed under SEC rules to be participants in the solicitation of proxies from HeartSciences’ stockholders in connection with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership of HeartSciences’ securities are, or will be, contained in HeartSciences’ filings with the SEC, including HeartSciences’ Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC on July 24, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of HeartSciences’ stockholders in connection with the Transactions, including the names and interests of Fortitude’s directors and executive officers, will be set forth in the Proxy Statement and other relevant materials, which are expected to be filed by HeartSciences with the SEC when they become available. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
The information contained in this Current Report and the exhibits filed or furnished herewith are for informational purposes only and are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of HeartSciences, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number | Description | |
| 2.1*+ | Merger Agreement, dated as of June 23, 2026, among HeartSciences, Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC. | |
| 10.1* | Form of Support Agreement between HeartSciences and the parties thereto. | |
| 99.1** | Press Release, dated June 23, 2026. | |
| 99.2** | Investor Presentation. | |
| 99.3** | Certain Financial Information of Fortitude. | |
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). HeartSciences agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEARTSCIENCES INC. | ||
| Date: June 23, 2026 | By: | /s/ Andrew Simpson |
| Name: | Andrew Simpson | |
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors | |
8
Exhibit 99.1
Fortitude
and HeartSciences (Nasdaq: HSCS) Announce Business Combination, Aiming to Bring a
Leading Vertically-Integrated Zcash Mining
Platform to the Public Markets
Combined
company expected to operate under the Fortitude brand and to trade on Nasdaq under the ticker symbol
“TUDE”;
transaction expected to close in H2 2026
Upon
completion of the transaction, Fortitude believes it will be the first publicly traded venture mining platform with a
track record of
identifying high-conviction, early-stage Proof-of-Work opportunities
Fairport, N.Y. — June 23, 2026 — [BUSINESSWIRE] – Fortitude Mining Holdings, Inc. (“Fortitude”), a vertically-integrated digital asset mining platform anchored in Zcash, and HeartSciences Inc. (Nasdaq: HSCS) (“HeartSciences”), an AI-powered medical technology company, today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction (the “Proposed Transaction”) which is expected to close in H2 2026. Upon closing, the combined company will operate under the Fortitude brand and under the leadership of Fortitude’s management team—led by Fortitude CEO Andrea Childs—and is expected to trade on the Nasdaq Capital Market under the ticker symbol “TUDE”, subject to Nasdaq approval. Current HeartSciences CEO Andrew Simpson is expected to continue to lead the healthcare business unit after closing. Additional transaction materials are available on Fortitude’s website.
Fortitude is a leading Zcash mining platform that is currently wholly-owned by Digital Currency Group (“DCG”), and which applies a venture mining approach across high-growth digital assets with a primary focus on Zcash, a privacy-preserving, Proof-of-Work asset. Launched in 2016 from Bitcoin’s codebase, Zcash shares Bitcoin’s defining attributes, including a fixed 21 million coin supply, while adding robust privacy technology. Zcash’s shielded transaction pool is designed to enable private transactions, addressing growing demand for financial privacy as economic activity continues to move on-chain. Zcash has delivered a trailing twelve-month return of approximately 1,000%+ as of June 15, 20261.
Fortitude began mining ZEC, the native token of the Zcash network, in 2019 and has scaled its annualized production to 157,000 ZEC (approximately 366 ZEC per day) as of May 31st, 2026. Drawing on a multi-year track record in Proof-of-Work mining, Fortitude’s platform integrates institutional grade operations, power infrastructure, and strategic capital deployment across three areas:
| ● | Vertically-Integrated Zcash Strategy: Fortitude’s approach includes hardware procurement, infrastructure deployment, and research and development, driving low-cost Zcash production and meaningful operating leverage to price appreciation. Fortitude intends to continue building a significant long-term strategic Zcash position. | |
| ● | Venture Mining: Fortitude focuses on capturing high-margin opportunities in early-stage Proof-of-Work protocols where it has high conviction, deploying capital and operational expertise honed over years of mining. Fortitude’s current Zcash position is a proven example of this approach. | |
| ● | Power Portfolio: Fortitude owns and operates a diversified portfolio of data center capacity backed by competitive long-term power contracts, with a focus on disciplined acquisitions and greenfield developments that reduce costs and provide meaningful accretion. |
| 1 | Source: Investing.com (ZEC/USD), as of June 15, 2026. Trailing-twelve-month return reflects the change in the ZEC/USD spot price over the twelve months ended June 15, 2026. Cryptocurrency prices are highly volatile; past performance is not indicative of future results. |
“Fortitude’s business model is designed to allow us to move quickly when we see promising opportunities. We own and operate a diversified power portfolio with competitive long-term contracts, control our infrastructure buildout, and deploy capital selectively,” said Andrea Childs, CEO of Fortitude. “As a public company, we anticipate having the flexibility and access to capital to accelerate our core venture mining platform and continue pursuing high-return opportunities in the Proof-of-Work ecosystem, including our long-standing position in Zcash. I would like to thank the entire HeartSciences team for their continued collaboration as we work towards our combined future.”
“We believe Zcash represents one of the most compelling opportunities in digital assets,” said Barry Silbert, Founder and CEO of DCG. “It combines Bitcoin’s scarcity and Proof-of-Work discipline with privacy and security properties that we expect will matter more as financial systems become increasingly digital. Zcash is a clear example of Fortitude’s venture mining model in action: early conviction in an important protocol, paired with the infrastructure required to support and scale it.”
“During 2025, we were introduced to a number of potential transactions, and Fortitude stood out as the right one for our shareholders. This combination gives our shareholders continued ownership in a business operating at scale, while allowing us to keep advancing MyoVista Insights and our AI-enabled ECG technology with greater focus, free of the constant cycle of raising capital. We believe it represents a strong path forward for our shareholders and the company overall,” said Andrew Simpson, CEO of HeartSciences.
Proposed Transaction Highlights:
| ● | Existing Fortitude sole stockholder, DCG, is expected to own approximately 95% of the combined company at closing (on a fully diluted basis), reflecting their continued conviction in the business. |
| ● | Expected to close in the second half of 2026, subject to customary closing conditions, including approval by the shareholders of HeartSciences. |
Advisors
Canaccord Genuity LLC and Ducera Partners are acting as financial advisors to Fortitude. Ropes & Gray LLP is serving as legal counsel to Fortitude. Foley Shechter Ablovatskiy LLP is serving as legal counsel to HeartSciences. Houlihan Capital, LLC acted as special financial advisor to HeartSciences.
Investor Conference Call
Fortitude will host an investor conference call today, June 23rd, 2026, at 9 A.M. EST to discuss the transaction. A live webcast, a replay of the conference call and accompanying transaction details and deliverables will be available at this link.
Webcast and Conference Call Details
Date: June 23rd, 2026
Time: 9:00 A.M. EST
Registration link: LINK
2
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
About HeartSciences
HeartSciences is a healthcare information technology company advancing the use of ECG/EKGs through the integration of artificial intelligence. HeartSciences’ MyoVista Insights™ Platform is a device-agnostic, next-generation ECG management system designed to improve clinical efficiency and decision-making. Its MyoVista wavECG device is designed to deliver conventional ECG functionality while supporting on-device AI-enabled solutions.
For more information, please visit: www.heartsciences.com. X: @HeartSciences
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements concerning HeartSciences, Fortitude and the Proposed Transaction and other matters. These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “potential,” “target,” “objective,” “intend,” and other words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, express or implied statements relating to HeartSciences’ and Fortitude’s management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Proposed Transaction and its expected effects, perceived benefits or opportunities, and related timing with respect thereto; the combined company operating under the Fortitude brand and trading on Nasdaq under the ticker symbol “TUDE”; and the expected ownership percentages in the combined company of certain stockholders following the closing of the Proposed Transaction. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval of the HeartSciences’ shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences or Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company; risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies; and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press release are discussed in HeartSciences’ filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with the SEC from time to time, and will be discussed in the proxy statement to be filed by HeartSciences with the SEC in connection with the Proposed Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. All forward-looking statements are made as of the date of this press release.
3
Additional Information About the Proposed Transaction and Where to Find It
This press release may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of a definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES 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 ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences’ Investor Relations Department at investorrelations@heartsciences.com.
Participants in the Solicitation
HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of DCG may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information about HeartSciences’ directors and executive officers and their ownership of HeartSciences’ common stock is set forth in HeartSciences’ proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 17, 2026. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Proposed Transaction.
No Offer or Solicitation
This press release and the information contained herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms and conditions of the Proposed Transaction.
Investor Relations and Media Contact:
Fortitude
ICR
Phone: 917-375-9457
Email: IR@fortitudemining.com
HeartSciences
Mark Komonoski, Integrous IR
Phone: 877 255 8483
Email: mkomonoski@integcom.us
4
Exhibit 99.2
STRICTLY PRIVATE AND CONFIDENTIAL J U N E 2 0 2 6 PROJECT CORDIS INVESTOR PRESENTATION
Disclaimers STRICTLY PRIVATE AND CONFIDENTIAL 2 The information in this presentation is being furnished solely for informational purposes in connection with potential transactions (the "Proposed Transaction") involving Fortitude Mining Holdings, Inc. ("Fortitude") and HeartSciences Inc. ("HSCS" or "HeartSciences," together with Fortitude, "we," "us," or "our") and shall not form the basis for or be relied on in connection with any contractually binding commitment. By accepting this presentation, each Recipient (as defined below) agrees (i) to maintain the strict confidentiality of all information that is contained in this presentation and not already in the public domain and not to photocopy, reproduce or distribute such information in whole or in part to any other persons at any time, and (ii) to use this presentation for information purposes only. This presentation is being furnished solely to "qualified institutional buyers" as defined in Rule 144A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3), (7), (9) or (12) under Regulation D promulgated pursuant to the Securities Act) with sufficient knowledge and experience in investment, financial and business matters and the capability to conduct their own due diligence investigation and evaluation (any such recipient, together with its subsidiaries and affiliates, the "Recipient"). ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY AND WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON THE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND RULES AND REGULATIONS PROMULGATED THEREUNDER. This presentation does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of HeartSciences in any jurisdiction or an inducement to enter into investment activity, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Specifically, this presentation does not constitute a "prospectus" within the meaning of the Securities Act. This presentation does not contain all relevant information relating to us or HeartSciences' securities, particularly with respect to the risks and special considerations involved with an investment in any securities. No securities may be offered or sold without registration under the Securities Act or an exemption from the registration requirements of the Securities Act. The information contained in this presentation is selective, is provided as of the date hereof (unless otherwise indicated), is subject to change without notice, and does not purport to be complete or to contain all of the information that you may desire or require in evaluating the Proposed Transaction or any other investment. This presentation has been prepared from a combination of information obtained from publicly available sources, information provided by Fortitude, HeartSciences, their respective affiliates, and, where applicable, information obtained from third parties. While such information has been obtained from sources believed to be reliable, it has not been independently verified. Neither Fortitude nor HeartSciences nor their respective affiliates make any representation or warranty, express or implied, as to the accuracy, completeness, timeliness, or fairness of the information or opinions contained in this presentation, including information sourced from third parties, and assumes no liability with respect thereto. We undertake no obligation to update or revise any information or opinions contained herein to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events. No liability will attach to Fortitude, HeartSciences or any of their respective affiliates or representatives for any losses or damages, whether direct, indirect, consequential, or otherwise, arising from or relating to the use of, or reliance upon, this presentation or any of its contents. No person has been authorized to provide any information or make any representation concerning us or the Proposed Transaction other than as contained in this presentation and any subsequent written materials delivered by Fortitude or HeartSciences. Any oral or written information or representation not expressly contained herein or in such subsequent written materials should not be relied upon as having been authorized by us. The Recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the Recipient will neither use, nor cause any third party to use, this presentation or any information contained within in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. For a description of the risks relating to our businesses, the Proposed Transaction and an investment in HeartSciences' securities, we refer you to "Risk Factors" in the Appendix to this presentation and risk factors discussed in documents that HeartSciences has filed, or may file, with the SEC, in particular, those risk factors discussed in the section entitled "Risk Factors" of HeartSciences' Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC, as may be updated from time to time in HeartSciences' subsequent Quarterly Reports on Form 10-Q, and in other filings that HeartSciences may make with the SEC.
Disclaimers (Cont'd) Forward-Looking Statements This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," "potential," "target," "objective," "intend," and other words of similar meaning. These forward-looking statements address various matters including, but not limited to, statements relating to the anticipated benefits, terms, size, and completion of the Proposed Transaction, the expected future market and price of Zcash and other digital assets, the amount of Zcash to be held by Fortitude, Fortitude's upside potential beyond the core Zcash business, the projected financial performance at an illustrative range of Zcash token prices, the illustrative future state of key components of Fortitude Business, including average daily ZEC production, Zcash cash COGS per coin, other cash COGS per coin and, the expected rate of increase of Fortitude's profitability compared to Zcash price movement, the management's strategies and decisions aimed at maximizing return on invested capital, Fortitude's planned acquisitions of mining data centers and expansion of power portfolio expected to reduce cost and provide revenue optionality, HSCS's belief in AI-ECG enabling more effective treatment and earlier diagnosis of heart disease and the timing of 510(k) regulatory approval of MyoVista wavECG. Each forward-looking statement contained in this presentation is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement, including among others, the risk that the Proposed Transaction described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the Proposed Transaction; changes in business, market, financial, political and regulatory conditions; and risks relating to our operations and business, and HeartSciences' common stock, including the risk factors described in the Appendix attached hereto and in the section entitled "Risk Factors" of HeartSciences'Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC, as may be updated from time to time in HeartSciences' subsequent Quarterly Reports on Form 10-Q, and in other filings that HeartSciences makes with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this presentation. You are encouraged to read HeartSciences' filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this presentation speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties. The risk factors described in this presentation, including those relating to digital assets and proof-of-work mining, are not intended to be exhaustive and should be considered in conjunction with, and not as a substitute for, your own independent assessment. The digital asset industry is characterized by rapid technological change, evolving regulatory frameworks, and significant market volatility. Additional risks and uncertainties–such as changes to network protocols (including forks or shifts in consensus mechanisms), increases in mining difficulty or hash rate, disruptions in access to power, cybersecurity threats, and uncertain legal or tax treatment of digital assets–may arise or become material over time and could have a material adverse effect on our business, financial condition, results of operations, or the value of any securities issued in connection with the Proposed Transaction. Past Performance In all cases where historical results are presented or past performance is described, we note that past performance is not a reliable indicator of future results and performance. STRICTLY PRIVATE AND CONFIDENTIAL 3
Disclaimers (Cont'd) Non-GAAP Information This presentation includes information based on financial measures that are not recognized under generally accepted accounting principles in the United States ("GAAP"), such as Fortitude's Adjusted EBITDA and Adjusted General & Administrative Expense. References to "Adjusted EBITDA" mean earnings before interest, taxes, depreciation and amortization, or EBITDA, adjusted for the transaction related expenses and legal non-recurring expenses. Adjusted General & Administrative Expense means General & Administrative Expense, which is further adjusted for the transaction expenses, legal non-recurring expenses and certain other one-time expenses. Such non-GAAP financial measures are presented only as a supplement to Fortitude's financial statements based on GAAP. Non-GAAP financial information is provided to enhance understanding of Fortitude's financial performance, but non-GAAP financial measures are not recognized terms under GAAP, and non-GAAP measures should not be considered in isolation from, or as a substitute analysis for, the company's results of operations as determined in accordance with GAAP. Fortitude uses non-GAAP measures in its operational and financial decision making and believes that such non-GAAP numbers are more representative of the performance of the business and thus instructive for management's strategic planning. Specifically, with respect to each of Adjusted EBITDA and Adjusted General & Administrative Expense, Fortitude believes it is useful to exclude certain items in order to allow for period-over-period comparisons on a more consistent basis and to focus on what it regards to be a more meaningful indicator for evaluating the underlying operating performance of the business. Fortitude also believes that investors may find non-GAAP financial measures useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a substitute for GAAP disclosures. Net income is the GAAP measure most directly comparable to Adjusted EBITDA. General & Administrative Expense is the GAAP measure most directly comparable to Adjusted General & Administrative Expense. In evaluating both Adjusted EBITDA and Adjusted General & Administrative Expense, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. The non-GAAP financial measures are not presented in accordance with GAAP. Please refer to the appendix of this presentation for reconciliations of non-GAAP financial measures contained herein to the most directly comparable GAAP measures. A quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP measures is not provided because certain reconciling items cannot be reasonably predicted or estimated without unreasonable effort. Please refer to the appendix for further description. Non-GAAP measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to Fortitude, many of which present non-GAAP measures when reporting their results. Non-GAAP measures have limitations as an analytical tool. They are not presentations made in accordance with GAAP and are not measures of financial condition or liquidity. Some of these limitations are: (i) both Adjusted EBITDA and Adjusted General & Administrative Expense exclude the transaction-related expenses and non-recurring legal expenses we have incurred, such as litigation costs and one time accounting charges; (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and the cash requirements for such replacements are not reflected in Adjusted EBITDA; (iii) the omission of the amortization expense associated with our intangible assets further limits the usefulness of Adjusted EBITDA; and (iv) Adjusted EBITDA does not include the payment of taxes, which is a necessary element of our operations. Because of these limitations, such non-GAAP measures should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. Management compensates for these limitations by not viewing the non-GAAP measures in isolation and specifically by using other GAAP measures to measure our operating performance. Fortitude's non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider such performance measures in isolation from, or as a substitute analysis for, the company's results of operations as determined in accordance with GAAP. Preliminary Unaudited Results Included in this presentation are selected preliminary unaudited financial results as of and for the period beginning January 1, 2026 and ended April 30, 2026. These preliminary financial results have been prepared in good faith by the management on a consistent basis with prior periods. However, we have not completed our financial closing procedures for the period ended April 30, 2026 and actual results could be materially different from these preliminary financial results. The Company's independent registered public accounting firm has not conducted an audit or review of and does not express an opinion or any other form of assurance with respect to, the preliminary financial results. During the course our financial closing procedures for the period ended April 30, 2026, we may identify items that would require us to make material adjustments to the preliminary financial results presented herein. As a result, you should not place undue reliance on these preliminary unaudited results and should not draw any inferences from this information regarding financial or operating data not provided. These preliminary financial results should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP. STRICTLY PRIVATE AND CONFIDENTIAL 4
Disclaimers (Cont'd) Projections This presentation contains projected financial information with respect to Fortitude, including an illustrated revenue, gross profit, Adjusted EBITDA, Adjusted General & Administrative Expense, and Adjusted EBITDA margin analysis at various Zcash prices. All such financial projections are forward-looking statements, which are based on assumptions that are inherently uncertain. These projections are presented for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected information are inherently uncertain and are subject to a wide variety of significant business, regulatory, economic and competitive risks and uncertainties. Significant assumptions underlying financial projections included in the presentation include, among others, currently Fortitude operates ~5.2 GSol/s of Zcash miners and expects an additional ~3.3 to 4.7 GSol/s of new miner deliveries throughout the course of 2026; Zcash network hashrate of 24.0 GSol/s by December 2026; weighted average Zcash fleet uptime of 84%, Zcash pool fees of 2%, no Zcash network transaction fees, Zcash cash COGS per coin of $70, annualized Bitcoin mining revenue of ~$27mm based on preliminary, unaudited YTD results through 4/30/2026, and annualized other revenue of ~$1.8mm based on preliminary, unaudited YTD results through 4/30/2026, each of which is subject to assumptions that may prove incorrect. Even if the assumptions underlying financial projections are correct, actual results may be significantly impacted by a variety of factors outside our control, including, but not limited to, the number of machines actually purchased, the ability to successfully deploy the latest generation miners and the ability to achieve lower power costs. All of the projected financial information included in this presentation has been prepared by and is the responsibility of Fortitude's management and has not been audited, reviewed or compiled by an independent registered public accounting firm. Accordingly, there can be no assurance that financial projections are indicative of future performance or that actual results will not differ materially from those presented herein. Inclusion of financial projections in this presentation should not be regarded as a representation by any person that the results contained in the projected information will be achieved. No representation is made regarding the reasonableness or completeness of the assumptions underlying financial projections, modeling or any other information contained in this presentation. STRICTLY PRIVATE AND CONFIDENTIAL 5
Fortitude is a Zcash ecosystem leader and an early institutional venture mining platform, deploying digital asset infrastructure across high-conviction opportunities. Fortitude is intending to complete a business combination transaction with HeartSciences Inc. (NASDAQ: HSCS). STRICTLY PRIVATE AND CONFIDENTIAL 6
The Fortitude Opportunity Amplified early-stage exposure to Zcash through a diversified, vertically-integrated mining platform What We Do ✓Leading Zcash miner ✓O wner-operator of mining data centers ✓Venture miner focused on early-stag e Proof-of-Work networks Operational Expertise ✓Machine procurement and fleet manag ement at scale ✓Mining Proof-of-Work assets since 2019 ⁽¹⁾ ✓Vertically integ rated operations anchored by owned mining data centers Opportunity ✓Differentiated Zcash investment exposure ✓RO IC driven by disciplined capital allocation ✓Upside optionality embedded within business ~$90mm Gross Revenue 2025FY ~$20mm ⁽²⁾ Adj. EBITDA 2025FY ~51,785 ZEC YTD '26 ZEC production As of 4/30/26 ~$13mm Cash & Digital Assets Held 2025FY $0mm Debt 2025FY 1. Includes principals of Fortitude and predecessor entity. Fortitude was spun off as a standalone business from Foundry Digital LLC (Foundry) in 2024. 2. Adj. EBITDA is a non-GAAP measure. See Disclaimers for more information on this non-GAAP measure and the appendix for reconciliation of the non-GAAP measure to the most directly comparable GAAP measure. STRICTLY PRIVATE AND CONFIDENTIAL 7
1. CoinGecko as of 4/30For each respective coin, based on number of blocks mined per day multiplied by number of coins in a block multiplied by 365 days per year multiplied by current price. Excludes transaction fees. Network data (block reward and block time) from CoinWarz, Monero Docs, CoinMarketCap, and Kaspa.org as of 4/30/26. Pricing data from CoinGecko as of 4/30/26. Management estimates public miners account for ~30% of estimated annual Bitcoin mining revenues. 2. CoinGecko as of 4/30/26 Why Venture Mining? We believe large public miners are focused on Bitcoin mining or pivoting to High-Performance Computing (HPC) data centers, creating significant opportunity in less saturated Proof-of-Work ecosystems M U L T I - E C O S Y S T E M A D V A N T A G E S V S . B I T C O I N O N L Y $3.8B $8.8B $1.1B Estimated Annual Mining Revenues (1) 14 tokens with $100mm+ market cap (2) $12.6B ~$1.1B ~9% of annual Bitcoin mining revenue Other Proof of Work Tokens Bitcoin Zcash: ~17% of other PoW mining revenue Zcash Private Miners Public Miners • Potentially stronger returns given participation in less saturated, more dynamic Proof-of-Work ecosystems outside of Bitcoin • Diversification of return streams across assets and ecosystems • Digital Currency Group (DCG) relationship creates the potential for repeatably identifying opportunities in newer, high-growth Proof-of-Work networks STRICTLY PRIVATE AND CONFIDENTIAL 8
Zcash begins with many of Bitcoin's attractive features and adds zero-knowledge privacy technology Launch Year 2009 2016 Consensus Proof-of-Work Proof-of-Work Max Supply 21 million 21 million Block Time ~10 minutes ~75 seconds Halving Every ~4 years Every ~4 years Funding Community grants & donations 20% of block rewards to development funds Equipment Payback Period ⁽¹⁾ 2–3 years 1–1.5 years Privacy Pseudonymous; transparent transactions Optional shielded addresses 1. Based on current machine pricing and mining economics. Zcash's Enhanced Privacy Technology ◆ Transparent or shielded Users choose between transparent and shielded transactions, balancing privacy with regulation ✓ Zero-knowledge proofs Shielded transactions utilize zero-knowledge proofs to demonstrate validity while sender, receiver, and amounts stay private ■ Quantum-resistant foundation Shielded addresses set the foundation for quantum resistance STRICTLY PRIVATE AND CONFIDENTIAL 9 Early Conviction + Capital Allocation Across Networks Position Us to Capitalize on Zcash
Why Zcash's Time is Now 1. Atlantic Council, Central Bank Digital Currency Tracker (as of July 2025). Unmet need for financial privacy and quantum resistance 0 25 50 75 100 Search Interest over Time (100 = Max) Increased Need for Financial Privacy and Quantum Resistance At a Time When Zcash Functionality is Improving STRICTLY PRIVATE AND CONFIDENTIAL 10 • Network improvements have reduced proving time required for shielded transactions, improving usability • Zodl (fka Zoshi) wallet launch in April 2024 makes Zcash shielded transactions mobile- friendly and more accessible • Shielded transactions significantly reduce the surface area of a potential future quantum attack • Significant fundraising and business development momentum in the Zcash ecosystem sets the stage for further advancement • 3/09/2026: Zodl wallet raises $25 million • 4/13/2026: Foundry launches U.S.-based Zcash mining pool • 4/24/2026: Robinhood Markets announces listing of Zcash on its platform • 137 countries comprising 98% of global GDP are exploring Central Bank Digital Currencies ⁽¹⁾ • On-chain analytics make pseudonymity of most legacy cryptocurrency networks illusory • Rapid advances in AI have the potential to threaten the security of legacy financial systems • The market is increasingly focused on the risk posed by quantum computing to other cryptocurrencies
It's Happening Now Source: Market Cap and Circulating Supply data from CoinMarketCap as of 4/30/26. Shielded Pool Balance from Zechub as of 4/30/26. $0.0B $2.0B $4.0B $6.0B $8.0B $10.0B $12.0B Jan-23 Jan-24 Jan-25 Jan-26 0% 5% 10% 15% 20% 25% 30% 35% Jan-23 Jan-24 Jan-25 Jan-26 Zcash market cap has followed shielded pool growth, demonstrating growing token utility Zcash Shielded Pool Balance (% of Circulating Supply) Market Cap ($ in billions) STRICTLY PRIVATE AND CONFIDENTIAL 11
Maturity of Zcash Today Parallels Bitcoin in 2013/2014 We believe Zcash stands at a similar inflection point that defined Bitcoin in 2013/2014 — before institutional adoption drove exponential value creation $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 2015 2016 2017 2018 2019 2020 Zcash (Oct. 2025–Apr. 2026) Bitcoin (2013–2014) Bitcoin (2015–2020) $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 $3,000.0 Note: Price of Bitcoin in 2015 – 2020 represented on a separate Y-axis for visual purposes. Prices of Bitcoin & Zcash ($) Snapshot of Bitcoin Price 2015–2020 $.0 $.0 $.0 $.0 $.0 $.0 $.0 1/1/13 4/1/13 7/1/13 10/1/13 1/1/14 4/1/14 7/1/14 10/1/14 STRICTLY PRIVATE AND CONFIDENTIAL 12
Fortitude Mining Overview Strategy Zcash Leadership • Operating Zcash miners since 2019 — we believe Fortitude is among the longest-tenured operators in the ecosystem (2) • We believe we are a preferred buyer of Zcash mining equipment given scale and relationships • Platform designed to extend leadership into adjacent layers of the Zcash ecosystem 1. Fortitude is entering into a Token Manag ement Ag reement with Grayscale Investments to support the manag ement of the Compa ny's dig ital asset treasury. 2. Includes principals of Fortitude and predecessor entity. Fortitude was spun off as a standalone business from Foundry in 2024. STRICTLY PRIVATE AN D CO N FIDEN TIAL 13 Fortitude Mining seeks to deliver superior returns by allocating capital to high-conviction networks with strong fundamentals — this discipline, a "returns maximalist" mindset, has produced today's leadership position in Zcash • Concentrate capital in PoW networks where Fortitude can build a competitive edge, not just Bitcoin • Secure differentiated access to equipment and power supply • Vertically integrate mining data center and power capacity to lower unit costs and enhance operational flexibility • Maintain a lean operating footprint to maximize ROIC regardless of market conditions ⁽¹⁾
Fortitude's Current Positioning Creates a Fundamental Edge Equipment Supply ✓ ✓ ✓ First-Mover Advantage ✓ ✓ Strong visibility into new machine orders across ecosystem provides insight into future network capacity ✓ Less mature network allows Fortitude to demonstrate compelling influence Platform for Future Expansion ✓ Privy to discussions across the ecosystem ✓ Early-stage discussions related to proprietary miner and firmware development ✓ Platform enables disciplined pursuit of adjacent growth opportunities as new PoW economics and technologies emerge 1. Includes principals of Fortitude and predecessor entity. Fortitude was spun off as a standalone business from Foundry in 2024. STRICTLY PRIVATE AND CONFIDENTIAL 14 Fortitude has carved out a leadership position within the Zcash ecosystem, reinforced by its compute capacity, early entry, and future expansion opportunities Fortitude believes its current fleet compares favorably to the number of Zcash miners currently available for procurement Sizable fleet of latest-generation Zcash miners deployed and operating Began building position in Zcash compute capacity in 2019(1), giving it early access to sizeable fleet Operational expertise running Equihash algorithm at scale
Power Portfolio Expansion Underway; Residual Value Represents Upside Fortitude power infrastructure buildout focused on completing acquisitions and developments at a meaning ful discount to public market multiples, resulting in accretion for each MW broug ht online Fortitude Intends to Own ~80 MW of Capacity by the End of 2026 1. Residual value of owned and late-stage pipeline MWs is additive and could result in additional upside. 2. Owned Capacity includes 36 MW of Operating Capacity and 12 MW of Capacity in Development. 3. Capacity could potentially grow ~25% - 60% upon successful completion of select acquisition opportunities. SD NE NY TX Owned Sites (6) Late-Stage Pipeline Sites (2) Midwest Expansion Focus Fortitude's Power Capacity (MW)⁽¹⁾ Owned 48 ⁽²⁾ Pursuing opportunities with meaningful EBITDA accretion Late-Stage Pipeline ~12.5 – 30 Portfolio capacity on track for ~ 25% - 60% g rowth ⁽³⁾ Fortitude has 48 MW of existing capacity and up to 30 MW of additional pipeline capacity in late-stage negotiations. Management has identified an additional pipeline of ~400 MW of operating capacity and 350+ MW in various development stages. STRICTLY PRIVATE AND CONFIDENTIAL 15
• Site-level optimization • Planned doubling of relative hash rate contribution from company-controlled sites Mining Data Center Acquisitions • Niche and high-demand skill set • Flexibility to quickly adapt fleets • Improves uptime • Increases equipment useful life • Highly competitive power agreements • Secures predictable electricity pricing and load flexibility • Revenue optionality via demand response participation and potential leasing opportunities • Mitigates downside exposure Power Contracts • Strategic equipment procurement • Actively pursuing new machine purchase order • Superior payback period • Phaseout of lower- performing legacy miners Additional Machine Purchases • Firmware • Private-label machines • To benefit from parent company, DCG's dedicated R&D efforts • R&D focused on hardware performance advantages Research & Development Vertical Integration Strategy Designed to Drive Low-Cost Production We believe participating in each aspect of the mining stack results in a structural cost advantage across cycles Intended Key Benefits ✓ Enhanced operational efficiency across the mining stack ✓ Favorable cost basis vs. buying token at spot pricing ✓ ✓ ✓ Propels operational excellence In-House Maintenance & Repairs Goal of lower all-in cost per coin, expanded mining margins, and higher returns that hold up through cycles STRICTLY PRIVATE AND CONFIDENTIAL 16 Expanded mining margins driven by cost control Sustainable cost advantages vs. peers
Significant Upside Potential Beyond the Core Zcash Business Venture Mining Exposure to Other Proof-of-Work Ecosystems Venture Mining ✓Disciplined capital allocation focused on maximizing returns by selective participation protocols with sig nificant g rowth potential ✓Long standing operational experience mining various altcoins landscape Exposure to Other Proof-of-Work Ecosystems Power Infrastructure ✓Potential flexibility to sell power back to the grid in certain regions ✓Ability to transition compute if economics are favorable ✓Downside protection in a supply-constrained energy market I N C R E M E N T A L U P S I D E STRICTLY PRIVATE AND CONFIDENTIAL 17 Power Infrastructure ✓2.0 EH/s of Bitcoin miners (weighted average efficiency of ~18 J/TH) as well as Scrypt miners (Dogecoin / Litecoin) and ALEO miners currently operational ✓Positioned to capitalize on any recovery in respective underlying mining economics Diversified growth levers spanning across power infrastructure, broader PoW exposure, and venture mining to add incremental upside and long-term value creation
Expertise across mining, power, and capital markets Seasoned Leadership Ben Thomison Senior Vice President, Mining Operations Prior roles as Operations Director, BGIN and VP of Mining, Mawson Prior role as VP of Business Development, MB Computing Ryan Lowery Head of Power and Infrastructure Andrea Childs Chief Executive Officer & Board Member Prior role as SVP, Foundry Erik Ellingson Chief Financial Officer Prior role as CFO & Board Member, Block Mining (acquired by Riot Platforms) Patrick O'Hara Senior Director, Strategy & Financial Planning & Analysis Prior role as Executive Director, XMS Capital Jason Yacavone Board Member, Fortitude Managing Director, DCG Barry Silbert Founder & Chief Executive Officer, DCG Simon Koster Board Member, Fortitude Chief Strategy Officer, DCG Danielle Watson Chief Financial Officer, HeartSciences Prior role as Assurance Senior Manager, Moss Adams Andrew Simpson Chairman & Chief Executive Officer, HeartSciences Prior role as Group CEO, Peel Group STRICTLY PRIVATE AND CONFIDENTIAL 18
Backed by DCG DCG has been an enduring and diversified investor, builder, and incubator in the digital asset industry DCG A Leading Digital Assets Investor | Investing for Over a Decade | Institutional Credibility ⁽¹⁾ 200+ Active Venture Investments 75+ Token Investments 60+ Funds 5 Subsidiaries DCG Subsidiaries Strong Track-Record ⁽²⁾ Fortitude is DCG's core investment focused on the Proof-of-Work ecosystem and related data center infrastructure • Fortitude spun off as a standalone business from Foundry in late 2024 • DCG brings significant experience identifying emerging digital assets early in the adoption curve and has held a steadfast conviction in Zcash since inception • Fortitude is wholly-owned by DCG, which has made significant direct equity investments helping to support acquisitions, development of mining data centers, and the purchase of next- generation mining equipment 1. DCG information as of 4/24/26. 2. Includes investments made by predecessor entities to DCG. Past results are not indicative of future performance. Select DCG Investments STRICTLY PRIVATE AND CONFIDENTIAL 19
STRICTLY PRIVATE AND CONFIDENTIAL Key Components of Fortitude Business We believe Fortitude's existing platform and expertise provide significant opportunity to achieve strong incremental returns on additional invested capital YTD as of 4/30/2026(1) Commentary Illustrative Future State Average Zcash Price $304 5-10% of BTC Market Cap (2) Average Daily ZEC Production ~430 (3) ▪ 1,000-unit Z15 Pro order currently in transit ▪ Working to secure 3,000+ order at favorable pricing with <12-18 month expected payback period ▪ Fortitude is positioning itself through this capital raise to acquire additional units opportunistically 500 (4) BTC Revenue $9.0mm (5) ▪ Not currently a focus for additional investment; plan to evaluate miner purchases opportunistically and to support power portfolio $27mm (6) Other Revenue $0.6mm (5) ▪ Not currently a focus for additional investment $1.8mm (6) Total Revenue $25.4mm (5) ▪ Comprised of components described above Depends on assumed Zcash price. Zcash Cash COGS per Coin $70 (5) ▪ New datacenter investment and energization of greenfield site is expected to reduce reliance on higher cost third-party hosting providers ▪ 2-year expected payback period (greenfield); 3-3.5x expected payback period (acquisitions). ▪ Upside of $40 per coin in line with current Zcash network statistics according to Zcashinfo.com and assumes latest generation miners at owned sites with management estimated power costs of $0.0475 / kWh. Also, in line with current Z15 Pro production at Fortitude's Aurora, NE site $40 (7) Other Cash COGS per Coin ▪ BTC gross profit margin of 4.0% with average daily hashprice of $0.034 / TH (5) ▪ Other token gross profit margin of 28.3% with average daily DOGE hashprice of $0.511 / GH and average daily LTC hashprice of $0.077 / GH (5) ▪ Management estimated owned site expenses of $2mm per year No change Adjusted General & Administrative Expense $4.9mm (8) ▪ Continued careful buildout of team with goal to remain lean on a per megawatt basis $19.7mm (9) 1. Fortitude results for the period ended 4/30/26 are preliminary, unaudited and subject to change. See Disclaimers for further information. 2. Based on management assumptions. 3. Zcash daily production of 430, in line with YTD daily average of ~430 as of 4/30/26. 4. Zcash daily production of 500 assumes more than 5,500 machines are purchased in the market and an overall network hash rate of 24 GS. 5. Reflects preliminary, unaudited YTD actual results as of 4/30/26. 6. Reflects annualized preliminary, unaudited YTD actual results as of 4/30/26. 7. Based on Zcash network statistics according to Zcashinfo.com as of 5/15/26 and assumes latest generation miners at Fortitude owned sites with assumed power costs of $0.0475 / kWh based on management's estimates. 8. Reflects preliminary, unaudited YTD actual General and Administrative Expenses as of 4/30/26, as adjusted to remove $2.9mm of non-recurring expenses, comprised primarily of transaction related expenses and non-recurring litigation spend. Adjusted General & Administrative Expense is a non-GAAP measure. See Disclaimers for more information on this non-GAAP measure and the appendix for reconciliation of the non-GAAP measure to the most directly comparable GAAP measure. 9. Reflects annualized Adjusted General & Administrative Expense further adjusted to include management's estimate of $5.0mm of public company expenses relative to the annualized figure. The Illustrative Future State information provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding "Forward-Looking Statements" and the note regarding "Projections" elsewhere in this presentation. Adjusted General & Administrative Expense is a Non-GAAP measure. See the discussion of Non-GAAP measures elsewhere in the presentation for a description of why a reconciliation to General & Administrative Expense is not available for the Illustrative Future State of such metric. STRICTLY PRIVATE AND CONFIDENTIAL 20
Illustrative Financial Performance at Various Zcash Prices Embedded operating leverage designed to deliver amplified exposure to Zcash price appreciation with Fortitude's profitability expected to increase at a faster rate of change than Zcash price movement under current market conditions $ in millions, except Zcash price data Illustrative Range (1) Zcash Price $350 $500 $750 $1,000 $2,000 $5,000 $10,000 % BTC Market Cap (2) 0.4% 0.6% 0.8% 1.1% 2.2% 5.5% 11.1% Fortitude Zcash Mined (2) 156,950 156,950 156,950 156,950 156,950 156,950 156,950 Fortitude Zcash Mined Upside (2) 182,500 182,500 182,500 182,500 182,500 182,500 182,500 Zcash Mining Revenue (2) $53.8 $76.9 $115.4 $153.8 $307.6 $769.1 $1,538.1 BTC Mining Revenue (2) 27.0 27.0 27.0 27.0 27.0 27.0 27.0 Other Revenue (2) 1.8 1.8 1.8 1.8 1.8 1.8 1.8 Revenue $82.6 $105.7 $144.2 $182.6 $336.4 $797.9 $1,566.9 Gross Profit (2) 40.7 63.8 102.3 140.7 294.5 756.0 1,525.0 Adjusted General & Administrative Expense (2) (19.7) (19.7) (19.7) (19.7) (19.7) (19.7) (19.7) Illustrative Adjusted EBITDA $21.0 $44.1 $82.6 $121.0 $274.8 $736.2 $1,505.3 % Margin 25.4% 41.7% 57.3% 66.3% 81.7% 92.3% 96.1% Further Illustrative Adjusted EBITDA (2) Illustrative Adjusted EBITDA $28.0 $54.8 $99.5 $144.3 $323.1 $859.7 $1,753.9 % Margin 30.6% 46.4% 61.1% 69.5% 83.6% 93.1% 96.5% 1. Illustrative analysis presented to show potential impact of Zcash price fluctuations. Analysis is based on assumptions discussed on Page 20 as applied to an illustrative and static range of Zcash prices. Actual results at various levels of Zcash prices may differ materially from what is presented and no assurances can be made as to actual future Zcash prices. Analysis will not tie to prior period results at similar levels of Zcash prices. 2. See Appendix for description of calculations underlying presentation of Illustrative Financial Performance at various Zcash prices. The information provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding "Forward-Looking Statements" and the note regarding "Projections" elsewhere in this presentation. Adjusted General & Administrative Expense, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics. See the discussion of Non-GAAP measures elsewhere in the presentation, as well as the Appendix for a description of why a reconciliation to Net Income (Loss), the closest GAAP measure, is not available for the non-GAAP guidance presented above. 21 STRICTLY PRIVATE AND CONFIDENTIAL
Differentiated exposure to the digital asset ecosystem, with deep specialization in Proof-of-Work networks Fortitude Mining Zcash (Spot) Buying Zcash at spot comes with additional complexities, such as securing, storing, and reporting requirements Mining Public miners are focused on Bitcoin / AI / HPC. Limited opportunities to invest in Zcash mining infrastructure Limited Investment Vehicles Trust: OTCQX: ZCSH · Zero ETFs First-Mover Advantage Fortitude already operates to support a meaningful portion of the existing Equihash network Machine Access Zcash Accumulation Mining combined with a strategic Zcash reserve provides a simple and liquid way of getting Zcash exposure Fortitude is a Leading Vehicle for Risk-Adjusted Zcash Exposure Limited Exposure Opportunities Exist Today 22 STRICTLY PRIVATE AND CONFIDENTIAL We believe we are a preferred buyer of Zcash mining equipment and in early-stage discussions related to proprietary miner development
STRICTLY PRIVATE AND CONFIDENTIAL HeartSciences (HSCS) Overview HeartSciences has developed next gen ECG solutions to deliver AI-ECG algorithms directly into clinical workflow. HeartSciences believes AI-ECG can enable more effective treatment and earlier diagnosis of heart disease. • Formal commercial launch April 2026 • Signed 1st SaaS revenue contract for hospital deployment May 2026 • Core development spend completed • 510(k) regulatory clearance underway; aiming for approval by year end 2026 • Device is largely developed and development spend already mostly incurred • Commercial deployment plans to be determined MyoVista Insights MyoVista wavECG HeartSciences' AI-ECG Algorithm Provides an End-to-End Upgrade to Today's ECG Sector MyoVista InsightsTM AI-ECG Algorithms MyoVista® wavECGTM • First cloud-native ECG management system • SaaS revenue model • AI-ECG algorithm marketplace (incl. 3rd party algorithms) • Device-agnostic; deployment does not require any new hardware purchase • Designed to host AI-ECG software algorithm(s) • Portable, next to patient testing and results • Designed to expand the clinical value of ECG to detect cardiac dysfunction and other types of heart disease • In 2023, many algorithms were licensed from Mount Sinai, N.Y. Core Product Focus ECG Management and Reporting Software ECG Software Hosting Device • No FDA clearance required • Primary focus is on MyoVista Insights Software; formally launched Mar. '26 & initial contract signed MyoVista Insights Software Platform STRICTLY PRIVATE AND CONFIDENTIAL 23
Scarce, Asymmetric Zcash Opportunity Positioned for Significant Growth 1 Fortitude believes it is one of the largest Zcash miners - our relative size and structural supply dynamics create a stable, highly differentiated competitive position 2 Significant operating leverage allows for Zcash accumulation at a substantial discount to spot, enabling Zcash value to appreciate on the balance sheet alongside operations 3 Planned acquisitions of mining data centers and expansion of power portfolio expected to reduce cost and provide both revenue optionality and diversification 4 Fortitude's leadership team brings a proven track-record across mining cycles, amplified by the backing of DCG, one of the most established investors and operators in the digital asset ecosystem 5 24 STRICTLY PRIVATE AND CONFIDENTIAL Disciplined capital allocation focused on returns and Proof-of-Work ecosystem exposure ensures continued optionality
Risk Factors STRICTLY PRIVATE AND CONFIDENTIAL STRICTLY PRIVATE AND CONFIDENTIAL 25
Risk factors (1/4) Risk Factors The following is a summary of the principal factors that make an investment in our securities speculative or risky. As used herein "we", "us" and "our" refers to Fortitude Mining Holdings, Inc. ("Fortitude"), HeartSciences Inc. ("HSCS"), or the proposed combined company as context requires. This summary should not be relied upon as an exhaustive summary of the material risks facing our business, or the potential business combination (the "Proposed Transaction"). Investing in HSCS's securities involves a high degree of risk. Certain factors may have a material adverse effect on our business, financial condition and results of operations and your potential investment in us. Please also refer to the risk factors disclosed in HSCS's filings with the U.S. Securities and Exchange Commission (the "SEC"), including those discussed in the section entitled "Risk Factors" of HSCS's Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC, as may be updated from time to time in HSCS's subsequent Quarterly Reports on Form 10-Q, and in other filings that HSCS makes with the SEC. The risks and uncertainties described below (and those in HSCS's SEC filings) are not the only ones that we face. Additional risks that we are unaware of, or that we currently believe are not material, may also become important factors that materially adversely affect us. If any of the risk factors discussed in HSCS's SEC filings or any of the following risks actually occur, our business, financial condition, results of operation, and future prospects could be adversely affected, the trading price of HSCS's common stock could decline, and you could lose all or part of your potential investment. 26 STRICTLY PRIVATE AND CONFIDENTIAL
Risk factors (2/4) Risks Related to Fortitude's Business ▪ We are subject to counterparty risks, including risks and uncertainties relating to our mining site hosting partners. ▪ Our limited rights of legal recourse and lack of insurance over our cryptocurrency holdings expose us to the risk of loss in the event of theft or destruction, for which there may be no adequate remedy. ▪ Cryptocurrency, including Zcash (ZEC) and Bitcoin (BTC), is subject to significant legal, commercial, tax, technical and regulatory uncertainty. ▪ The concentration of our expected digital asset holdings relative to non-digital assets enhances the risks inherent in our digital asset treasury strategy. ▪ A significant decrease in the market value of our digital asset holdings could adversely affect our ability to satisfy financial obligations, including any debt financings. ▪ We may require additional capital to fund our operations and grow our business, which may not be available on acceptable terms, or at all. ▪ If we are unable to raise additional capital on acceptable terms or at all, our ability to implement our business strategy may be compromised. ▪ Financial institutions may discontinue banking services to businesses engaged in crypto-related activities. ▪ We may be unable to timely complete our strategic growth initiatives within our anticipated cost estimates. ▪ We may acquire other assets, form collaborations or make investments in other companies or technologies that could harm our operating results, dilute our stockholders' ownership, or cause us to incur significant expense. ▪ We have engaged in, and may continue to engage in, strategic acquisitions and other transactions that could disrupt our business, dilute our stockholders, increase compliance costs, strain our financial resources and harm our operating results. Our proposed business combination could disrupt our business, increase compliance costs, strain our financial resources and harm our operating results. ▪ Failure to successfully integrate businesses and assets after any strategic transactions could negatively impact our balance sheet and results of operations. ▪ Limited regulation of digital asset exchanges may expose us to negative publicity which could adversely affect an investment in us. ▪ We depend on attracting and retaining officers, managers, and skilled professionals. ▪ Global macroeconomic, geopolitical, and public health events and resulting supply chain issues could adversely affect our business, financial condition, and operations. ▪ We face risks related to technological obsolescence, vulnerability of the global supply chain for cryptocurrency, potential trade restrictions and difficulty in obtaining new hardware, which may have a material adverse effect on our business. ▪ Intellectual property disputes related to digital asset technology could threaten our ability to operate. ▪ If we are unable to protect our intellectual property rights or if our intellectual property rights are inadequate to protect our technology and product candidates, our competitive position could be harmed. ▪ We may be exposed to potential liability from claims relating to intellectual property rights. ▪ The adoption and long-term viability of digital asset networks is uncertain, and a decline in their growth or acceptance could negatively impact our business and the value of our stock. ▪ We have derived, and may continue to derive, a substantial portion of our revenues from related parties due to our participation in affiliate Foundry Digital's mining pools, which allow miners to combine their computing and processing power, reducing the variability associated with solving blocks and getting rewarded by the network. ▪ Miner delivery and infrastructure development schedules may be delayed due to constraints in the global supply chains for miners, electricity distribution equipment, and construction materials. 27 STRICTLY PRIVATE AND CONFIDENTIAL
Risk factors (3/4) Risks Related to the Market for Cryptocurrency ▪ There is a finite supply of bitcoin, and the declining block reward over time presents a risk to our business. ▪ Our success depends on external factors affecting the cryptocurrency industry. ▪ Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. ▪ Our ability to generate profit is largely dependent on the price of ZEC and BTC, which has historically been volatile. ▪ Exposure to financially troubled cryptocurrency companies may impact our reputation and operational profitability. ▪ Cryptocurrency faces scaling obstacles, including high transaction fees, which may adversely affect demand for cryptocurrency, our mining operations and growth. ▪ BTC and ZEC are highly volatile digital assets, and fluctuations in the price of BTC and ZEC may adversely influence our financial results and the market price of our listed securities. ▪ Our digital asset holdings expose us to market volatility and liquidity risks, which may affect our ability to effectively manage our growth plans and profitability. ▪ Regulatory, commercial, and technical uncertainties may influence cryptocurrency prices. ▪ Our digital asset management activities expose us to credit, market, liquidity and operational risks. ▪ Geopolitical and economic crises could lead to increased uncertainty, large-scale selloffs of digital assets and a decline in cryptocurrency's value, negatively impacting our business and stock price. ▪ During periods of market stress and extreme volatility, we may be unable to timely liquidate or hedge our cryptocurrency or related positions, and exchange-driven liquidations or auto-deleveraging could materially and adversely affect our liquidity, results of operations and financial condition. ▪ Incorrectly estimating our mining data center lease capacity requirements and capital expenditures could adversely affect our results of operations. ▪ Significant disruptions in the cryptocurrency markets could materially impair the value of our mining rigs, and prolonged low cryptocurrency prices could force us to idle our mining rigs. ▪ Our cryptocurrency miners may not be adaptable to other uses which could adversely affect our business and results of operations. ▪ Noise generated by our mining operations poses regulatory, legal, operational and reputational risks. ▪ Our mining operations may generate less revenue as a result of "halving". ▪ We face risks relating to the potential compromise of the Zcash, Bitcoin and other digital asset network security by emerging technologies, including artificial intelligence and quantum computing. ▪ The cryptography used on the Zcash network could fail or could be used to facilitate illicit activities, and businesses that facilitate transactions in ZEC may be at increased risk of criminal or civil lawsuits. ▪ Our ability to grow our hash rate relative to the global network hash rate and increasing network difficulty may impact our ability to effectively compete. ▪ Disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to blockchain networks, could materially and adversely impact us. ▪ If a security breach or cyberattack gives unauthorized parties access to our digital assets, or if our access to our wallets holding digital assets is lost or destroyed, we may lose some of, or all of our digital assets. ▪ Loss of access to our private keys or data could result in a permanent loss of our digital assets. ▪ Cyber-attacks, threats, data breaches, or malware may disrupt our operations and expose us to liability, loss of digital assets, reputational damage, and business disruptions which could harm us. ▪ The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business. ▪ Our revenue generation is subject to risks applicable to mining pools we participate in, including risks outside of our control. ▪ We may not be able to realize the benefits of forks. ▪ We are subject to risks associated with our need for significant electrical power, including risks arising from prolonged power and internet outages, shortages or capacity constraints, which could harm our business. ▪ Certain natural disasters, mechanical failures, cyber incidents, evolving climate and ESG requirements, and other events outside of our control could adversely affect us. 28 STRICTLY PRIVATE AND CONFIDENTIAL
Risk factors (4/4) Risks Related to Governmental Regulation and Enforcement that may affect Fortitude ▪ Changes to laws, regulations, or enforcement priorities may adversely impact our cryptocurrency mining and related activities. ▪ Changes in U.S. trade policy may have a material adverse impact on our business, financial condition and operations. ▪ Our access to power is dependent on third-party providers and regulators and any adverse action by such entity may have a material adverse effect on us. ▪ We may be deemed to be a "commodity pool" under CEA and CFTC Rules as a result of our commodity interest trading. ▪ We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and ETPs, or to obligations applicable to investment advisers. ▪ Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns. ▪ Regulatory changes may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business. ▪ Absent clearer federal regulations, there is a possibility that ZEC or BTC may be classified as a "security." Any classification of ZEC or BTC as a "security" could lead to our falling under the definition of "investment company" under the Investment Act of 1940, as amended. ▪ Our ZEC treasury strategy may subject us to enhanced regulatory oversight. ▪ We may inadvertently and without knowledge, directly or indirectly, engage in transactions in violation of U.S. or foreign sanctions laws, including as a result of our interactions with a blockchain, which may lead to regulatory penalties and reputational harm. ▪ Compliance costs of responding to new and changing regulations could adversely affect our operations and expose our business to new risks. ▪ Our expanding mining data center ownership may be subject to new or evolving regulatory frameworks. ▪ The rapidly evolving and uncertain regulatory landscape for cryptocurrencies and cryptocurrency mining exposes us to legal risks, compliance costs, and potential business disruptions. ▪ The U.S. political and economic environment could materially impact our business operations and financial performance, and uncertainty surrounding the potential legal, regulatory and policy changes by the U.S. presidential administration may directly affect us and the global economy. ▪ Operating in foreign jurisdictions could expose us to political, legal, and regulatory risks that could negatively impact our financial condition. ▪ Changing environmental, property and tax regulations and public energy policies could increase our costs and adversely affect our business. ▪ The lack of a comprehensive and uniform regulatory framework governing many bitcoin and Zcash trading venues may expose us to market structure risks, fraud, security failures and operational disruptions, which could adversely affect the value and liquidity of our bitcoin holdings. Risks Related to the Proposed Transaction ▪ Failure to complete, or delays in completing, the Proposed Transactions could materially and adversely affect our results of operations, business, financial results and/or HSCS's common stock price. ▪ If the conditions to the Proposed Transactions is not satisfied or waived, the Proposed Transactions may not occur. ▪ The issuance of HSCS's common stock to the stockholder of Fortitude and the resulting change in control must be approved by HSCS's stockholders. Failure to obtain such approval would prevent the closing of the Proposed Transaction. ▪ The Proposed Transactions may be completed even though a material adverse effect may result from the announcement of the Proposed Transactions, industry-wide changes or other causes. ▪ If the Proposed Transaction is not completed, HSCS's stock price may decline significantly. ▪ HSCS's stockholders and the stockholder of Fortitude may not realize a benefit from the Proposed Transactions commensurate with the ownership dilution they will experience in connection with the Proposed Transactions. ▪ The post-Proposed Transactions business of the combined company may not be successful. ▪ The anticipated benefits of the Proposed Transaction may fail to be realized, and the integration of our businesses may be more difficult, costly, or time-consuming than expected. 29 STRICTLY PRIVATE AND CONFIDENTIAL
Appendix 30 STRICTLY PRIVATE AND CONFIDENTIAL
GAAP Net Income to Adj. EBITDA Reconciliations (1) Fortitude Historical Financials (2025FY) Adj. EBITDA Reconciliation $ in millions YE 2025 Net Income (Loss) ($12.7) + Impairment — + Amortization 0.2 + Depreciation 32.4 + Tax (3.7) EBITDA $16.2 + Transaction Related Expenses ⁽²⁾ $1.0 + Legal Non-recurring ⁽³⁾ — + Realized Gain/Loss on Digital Currency (0.1) + Realized Gain/Loss on Asset Disposal 2.4 + Unrealized Gain/Loss on Digital Currency 0.5 Adj. EBITDA $19.9 1. See Disclaimers for additional information about Non-GAAP measures. 2. Reflects non-recurring professional fees (legal and accounting) related to the preparation of carve-out financial statements, audited financials, and the Proposed Transaction. 3. Reflects non-recurring legal expenses related to Malikie Innovations Ltd. ("Malikie") Patent Dispute. On December 12, 2025, Malikie and Key Patent Innovations Ltd. (together with Malikie, the "Plaintiffs") filed suit against Fortitude, Foundry Digital LLC, Riot Platforms Inc., and Cipher Mining Inc. (collectively, the "Defendants") in the United States District Court for the Western District of Texas. The Plaintiffs allege that the Defendants' Bitcoin transactions infringe on certain patents owned by the Plaintiffs and seek injunctive relief and an unspecified amount of damages, including pre and post-judgment interest. Fortitude has engaged counsel and is working with its counsel to evaluate and defend Fortitude from this infringement claim. Fortitude cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time. 31 STRICTLY PRIVATE AND CONFIDENTIAL
GAAP General & Administrative Expenses to Adjusted General & Administrative Expense Reconciliation ⁽¹⁾ Fortitude YTD Financials as of 4/30/26 Adjusted General & Administrative Expense Reconciliation $ in millions YTD as of 4/30/26 General & Administrative Expenses $7.8 – Transaction Related Expenses ⁽²⁾ (0.9) – Legal Non-Recurring ⁽³⁾ (1.3) – One-Time Security Contract Expense ⁽⁴⁾ (0.3) - Prior Period Sales and Use Tax Payments (5) (0.5) Adjusted General & Administrative Expense $4.9 1. See Disclaimers for additional information about Non-GAAP measures. 2. Reflects non-recurring professional fees (legal and accounting) related to the Proposed Transaction. 3. Reflects non-recurring legal expenses related to Malikie Innovations Ltd. ("Malikie") Patent Dispute. On December 12, 2025, Malikie and Key Patent Innovations Ltd. (together with Malikie, the "Plaintiffs") filed suit against Fortitude, Foundry Digital LLC, Riot Platforms Inc., and Cipher Mining Inc. (collectively, the "Defendants") in the United States District Court for the Western District of Texas. The Plaintiffs allege that the Defendants' Bitcoin transactions infringe on certain patents owned by the Plaintiffs and seek injunctive relief and an unspecified amount of damages, including pre and post-judgment interest. Fortitude has engaged counsel and is working with its counsel to evaluate and defend Fortitude from this infringement claim. Fortitude cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time. 4. Reflects one-time security contract buyout expenses. 5. Reflects payment of prior period sales and use taxes. 32 STRICTLY PRIVATE AND CONFIDENTIAL
Reconciliation of Forward-Looking Adjusted EBITDA to Net Income (Loss) A quantitative reconciliation of forward-looking Adjusted EBITDA to forward-looking Net Income (Loss) is not provided because certain reconciling items cannot be reasonably predicted or estimated without unreasonable effort. These items include, but are not limited to: • Impairments of goodwill, intangible assets, long-lived assets, and digital assets, which depend on future market conditions, including the price of Zcash, Bitcoin, and other digital assets; • Mark-to-market gains and losses on digital asset holdings and derivative instruments; • Realized gain/losses on sales or exchanges of digital assets • Stock-based compensation expense tied to future grants, forfeitures, and share price movement; • Transaction-related costs associated with potential acquisitions, divestitures, or capital markets activity; and • Income tax effects of the foregoing items. For similar reasons, the probable significance of such items cannot be reasonably predicted or estimated without unreasonable effort. However, the variability of the items listed above is expected to be significant and could have a material impact on GAAP Net Income (Loss). Accordingly, Fortitude's management is unable to provide a quantitative reconciliation of forward-looking Adjusted EBITDA to forward-looking Net Income (Loss) without unreasonable effort and furthermore does not believe that a GAAP reconciliation would provide meaningful supplemental information about our illustrative guidance. 33 STRICTLY PRIVATE AND CONFIDENTIAL
Reconciliation of Forward-Looking Adjusted General & Administrative Expense to General & Administrative Expense A quantitative reconciliation of forward-looking Adjusted General & Administrative Expense to forward-looking General & Administrative Expenses is not provided because certain reconciling items cannot be reasonably predicted or estimated without unreasonable effort. These items include, but are not limited to: • Stock-based compensation expense tied to future grants, forfeitures, and share price movement; and • Transaction-related costs associated with potential acquisitions, divestitures, or capital markets activity. For similar reasons, the probable significance of such items cannot be reasonably predicted or estimated without unreasonable effort. However, the variability of the items listed above is expected to be significant and could have a material impact on GAAP General & Administrative Expenses. Accordingly, Fortitude's management is unable to provide a quantitative reconciliation of forward-looking Adjusted General & Administrative Expense to forward-looking General & Administrative Expenses without unreasonable effort and furthermore does not believe that a GAAP reconciliation would provide meaningful supplemental information about our illustrative guidance. 35 STRICTLY PRIVATE AND CONFIDENTIAL
Calculations Underlying Presentation of Illustrative Financial Performance at Various Zcash Prices • % BTC Market Cap: Calculation reflects the circulating supply of Zcash and Bitcoin as of 4/27/26 and assumes a Bitcoin price of $75,000. • Fortitude Zcash Mined: Calculation reflects daily Zcash production of 430 coins multiplied by 365 days. Average daily Zcash production through 4/30/26 was ~430 Zcash. To maintain production levels, management estimates it will need to procure 4,000 additional Z15 Pro equivalent miners by year end, assuming a year end network hash rate of 24 GS. • Fortitude Zcash Mined Upside: Calculation reflects daily Zcash production of 500 coins multiplied by 365 days. Management estimates it will need to procure 5,500 additional Z15 Pro equivalent miners by year end to achieve this production level. • Zcash Mining Revenue: Calculation reflects Fortitude Zcash Mined multiplied by Zcash Price. • BTC Mining Revenue: Management estimate of $27.0mm relative to preliminary, unaudited YTD BTC Mining Revenue of $9.0mm as of 4/30/26. • Other Revenue: Management estimate of $1.8mm relative to preliminary, unaudited YTD Other Revenue of $0.6mm as of 4/30/26. • Gross Profit: Calculation assumes Zcash Cash COGS per coin of $70 relative to preliminary, unaudited YTD results of $71 per coin as of 4/30/26, Bitcoin gross profit margin of 4.0%, other gross profit margin of 28.3%, management estimated owned site expenses of $2mm per year and $1.7mm of annualized expenses related to Repair Expense, Machine Insurance Expense, and Corporate Insurance Expense. Bitcoin gross profit margin and other gross profit margin in line with preliminary, unaudited YTD actual results as of 4/30/26. At Zcash Cash COGS per coin of $40 rather than $70 per coin, Gross Profit would increase by approximately $5mm. • Adjusted General & Administrative Expense: In line with preliminary, unaudited YTD results of $7.8mm as of 4/30/26 adjusted to remove $2.9mm of non-recurring expenses, comprised primarily of transaction related expenses and non-recurring litigation spend presented on an annualized basis. Annualized number further adjusted to include management's estimate of $5.0mm of public company expenses relative to the annualized figure. • Further Illustrative Adjusted EBITDA: Based on mined quantities described in the Fortitude Zcash Mined Upside line above which assumes 500 Zcash mined per day. Adjusted General & Administrative Expense, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics. See the discussion of Non-GAAP measures elsewhere in the presentation, as well as elsewhere in this Appendix for a description of why a reconciliation to General & Administrative Expense or Net Income (Loss), the closest GAAP measures, as applicable, is not available for such non-GAAP guidance. 36 STRICTLY PRIVATE AND CONFIDENTIAL The following notes discuss the calculations underlying each metric appearing in the presentation of the Illustrative Financial Performance at Various Zcash Prices provided earlier in this presentation. The information provided is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding "Forward-Looking Statements" and the note regarding "Projections" elsewhere in this presentation.
Exhibit 99.3
Fortitude Mining Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands)
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Cash | $ | 9,995 | $ | 4,496 | ||||
| Digital assets | 3,413 | 77 | ||||||
| Deposits | 903 | 1,576 | ||||||
| Due from related party | 13 | 46 | ||||||
| Prepaid expenses and other current assets | 984 | 324 | ||||||
| Total current assets | 15,308 | 6,519 | ||||||
| Property and equipment, net | 39,646 | 59,938 | ||||||
| Deposits, net of current portion | 10,767 | 8,986 | ||||||
| Right-of-use assets | 2,812 | 1,732 | ||||||
| Intangible asset, net | 4,259 | — | ||||||
| Total assets | $ | 72,792 | $ | 77,175 | ||||
| Liabilities and stockholder’s / member’s equity | ||||||||
| Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 2,989 | $ | 2,648 | ||||
| Lease liabilities, current portion | 350 | 278 | ||||||
| Total current liabilities | 3,339 | 2,926 | ||||||
| Deferred tax liability | 4,172 | — | ||||||
| Lease liabilities, net of current portion | 2,454 | 1,420 | ||||||
| Total liabilities | 9,965 | 4,346 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholder’s / member’s equity: | ||||||||
| Member’s equity | — | 72,829 | ||||||
| Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,000,000 issued and outstanding as of December 31, 2025 | 1 | — | ||||||
| Additional paid-in capital | 59,507 | — | ||||||
| Retained earnings | 3,319 | — | ||||||
| Total stockholder’s / member’s equity | 62,827 | 72,829 | ||||||
| Total liabilities and stockholder’s / member’s equity | $ | 72,792 | $ | 77,175 | ||||
Fortitude Mining Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands)
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Mining revenues, net (includes related party amounts of $58,091 and $61,364, respectively) | $ | 89,482 | $ | 81,780 | ||||
| Other revenue | 15 | — | ||||||
| Total revenues | 89,497 | 81,780 | ||||||
| Costs and expenses: | ||||||||
| Cost of revenues (exclusive of depreciation shown below) | 60,455 | 54,653 | ||||||
| Depreciation and amortization | 32,570 | 30,374 | ||||||
| General and administrative expenses | 9,936 | 7,997 | ||||||
| Loss on disposal of equipment, net | 2,600 | 2,767 | ||||||
| Impairment of mining equipment | — | 552 | ||||||
| Change in fair value of digital assets, net | 367 | (173 | ) | |||||
| Total operating expenses | 105,928 | 96,170 | ||||||
| Other income: | ||||||||
| Rental income - related party | 72 | 8 | ||||||
| Total other income | 72 | 8 | ||||||
| Loss before income taxes | (16,359 | ) | (14,382 | ) | ||||
| Income tax benefit | 3,683 | — | ||||||
| Net loss | $ | (12,676 | ) | $ | (14,382 | ) | ||
2
Fortitude Mining Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (12,676 | ) | $ | (14,382 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 32,570 | 30,374 | ||||||
| Impairment of mining equipment | — | 552 | ||||||
| Loss on disposal of equipment, net | 2,600 | 2,767 | ||||||
| Mining revenues, net | (89,482 | ) | (81,780 | ) | ||||
| Other revenue | (15 | ) | — | |||||
| Proceeds from the sale of digital assets | 81,681 | 78,627 | ||||||
| Digital assets paid for services | 4,113 | 3,249 | ||||||
| Change in fair value of digital assets, net | 367 | (173 | ) | |||||
| Stock-based compensation | 95 | 339 | ||||||
| Deferred income taxes | (3,065 | ) | — | |||||
| Change in operating assets and liabilities: | ||||||||
| Deposits | 2,863 | (1,022 | ) | |||||
| Due from related party | 33 | (46 | ) | |||||
| Prepaid expenses and other current assets | (660 | ) | (164 | ) | ||||
| Right-of-use assets | 329 | 274 | ||||||
| Accounts payable and accrued expenses | 341 | 645 | ||||||
| Lease liabilities | (303 | ) | (264 | ) | ||||
| Net cash provided by operating activities | 18,791 | 18,996 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (9,570 | ) | (37,379 | ) | ||||
| Deposits on property and equipment | (7,004 | ) | (1,449 | ) | ||||
| Proceeds from disposal of property and equipment | 230 | 716 | ||||||
| Aurora acquisition | (6,305 | ) | — | |||||
| Net cash used in investing activities | (22,649 | ) | (38,112 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Capital contributions from Parent | 9,357 | 2,936 | ||||||
| Net investment from Parent | — | 20,676 | ||||||
| Net cash provided by financing activities | 9,357 | 23,612 | ||||||
| Net increase in cash | 5,499 | 4,496 | ||||||
| Cash, beginning of year | 4,496 | — | ||||||
| Cash, end of year | $ | 9,995 | 4,496 | |||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | — | $ | — | ||||
| Cash paid for taxes | $ | — | $ | — | ||||
| Non-cash investing and financing activities: | ||||||||
| Capitalizations of deposits to property and equipment | $ | 1,449 | $ | 10,293 | ||||
| Deferred tax liability contributed from Parent | $ | 7,237 | $ | — | ||||
| Property and equipment contributed from Parent | $ | 459 | $ | — | ||||
| Hosting deposit applied to Aurora acquisition purchase price | $ | 1,584 | $ | — | ||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | 1,409 | $ | — | ||||
3
FAQ
What transaction did HeartSciences (HSCS) announce with Fortitude Mining?
HeartSciences agreed to an all-stock merger with Fortitude Mining Holdings, a Zcash-focused digital asset miner. Fortitude will become the operating business, with HeartSciences as the public parent in an Up‑C style structure overseeing the combined mining-focused enterprise.
When is the HeartSciences–Fortitude merger expected to close?
The companies expect the merger to close in the second half of 2026. Completion depends on HeartSciences stockholder approvals, Seller consents, Nasdaq continued-listing approval, regulatory clearances and other customary closing conditions in the merger agreement.
Who will manage the combined HeartSciences–Fortitude company after closing?
After closing, Fortitude’s leadership team will run the combined company, with Andrea Childs as Chief Executive Officer and Erik Ellingson as Chief Financial Officer. HeartSciences’ Andrew Simpson is expected to remain on the board and lead the healthcare business unit.
What termination fees apply if the HeartSciences–Fortitude deal collapses?
If specific adverse recommendation or competing-deal scenarios occur, HeartSciences must pay Seller a $2,500,000 termination fee plus expenses. If HeartSciences terminates because Seller consent is not obtained, Seller would owe HeartSciences a $6,000,000 termination fee plus related expenses.