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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): September 29, 2026
HEARTSCIENCES
INC.
(Exact name of Registrant as Specified in Its
Charter)
| Texas |
|
001-41422 |
|
26-1344466 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 550 Reserve Street, Suite 360 |
|
|
| Southlake, Texas |
|
76092 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (682) 237-7781
n/a
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
HSCS |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
HSCSW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As
previously reported, HeartSciences Inc. (the “Company”) entered into a Loan and Security Agreement on April 24, 2020 (the
“Original Loan Agreement”), as amended by Amendment No. 1 to the Loan and Security Agreement, dated September 30, 2021 (the
“No. 1 Amendment”), Amendment No. 2 to the Loan and Security Agreement, dated November 3, 2021 (the “No. 2 Amendment”),
Amendment No. 3 to the Loan and Security Agreement, dated May 24, 2022 (the “No. 3 Amendment”), Amendment No. 4 to the Loan
and Security Agreement, dated January 19, 2023 (the “No. 4 Amendment”), Amendment No. 5 to the Loan and Security Agreement,
dated September 29, 2023 (the “No. 5 Amendment”), Amendment No. 6 to the Loan and Security Agreement, dated August 19, 2024
(the “No. 6 Amendment”), and Amendment No. 7 to the Loan and Security Agreement, dated September 26, 2025 (the “No.
7 Amendment” and, collectively with the Original Loan Agreement, the No. 1 Amendment, the No. 2 Amendment, the No. 3 Amendment,
the No. 4 Amendment, the No. 5 Amendment and the No. 6 Amendment, the “Loan Agreement”), for the Company to borrow $500,000
from Front Range Ventures LLC (“FRV”) as evidenced by a secured, non-convertible promissory note, dated April 24, 2020, as
amended by the Amended and Restated Secured Promissory Note, dated September 29, 2023, the Amended and Restated Secured Promissory Note
dated August 19, 2024 and the Amended and Restated Secured Promissory Note dated September 26, 2025 (as amended, the “Note”).
The Note accrued interest at a rate of 12% per annum, compounded annually, and had an original maturity date of September 30, 2021, which
was subsequently amended to, among other things, extend the maturity date on several occasions.
On
September 29, 2026, the Company and FRV entered into Amendment No. 8 to the Loan Agreement (the “Amended Loan Agreement”)
and No. 4 Amended and Restated Secured Promissory Note (the “Amended Note”), pursuant to which the parties agreed (i) to further
extend the maturity date of the Note to the earlier to occur of (x) the date that is 2 business days following the closing of the proposed
business combination between the Company and Fortitude Mining Holdings, Inc. announced on June 23, 2026 and (y) January 29, 2027 (the
“Maturity Date”), and (ii) for the Company to pay the outstanding accrued interest under the Note as follows: (x) a payment
of accrued unpaid interest as of September 30, 2026 on or before such date, and (y) all accrued unpaid interest due thereafter shall be
payable on the Maturity Date. The Company may elect to repay all or any part of the outstanding principal amount of the Amended Note in
its sole discretion at any time prior to the Maturity Date, provided such repayment shall not be less than $50,000 and shall first be
applied to accrued interest and thereafter to the outstanding principal amount.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required
by Item 2.03 of Form 8-K, the information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1* |
|
Amendment No. 8 to Loan and Security Agreement by and between HeartSciences Inc. and Front Range Ventures LLC, dated September 29, 2026. |
| 10.2* |
|
No. 4 Amended and Restated Secured Promissory Note by and between HeartSciences Inc. and Front Range Ventures LLC, dated September 29, 2026. |
| 104** |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 2, 2026 |
By: |
/s/ Andrew Simpson |
| |
Name: |
Andrew Simpson |
| |
Title: |
President, Chief Executive Officer and Chairman of the Board of Directors |
