HeartSciences (Nasdaq: HSCS) warned on Nasdaq minimum equity compliance

Q: How far below the Nasdaq equity requirement is HeartSciences (HSCS)?

Nasdaq requires minimum stockholders’ equity of $2,500,000 . HeartSciences reported stockholders’ equity of $226,060 in its Form 10-K for the year ended April 30, 2026, leading to the current deficiency notice.

Q: What deadlines has Nasdaq given HeartSciences (HSCS) to regain compliance?

HeartSciences has 45 calendar days , until September 18, 2026 , to submit a plan. If Nasdaq accepts the plan, the company could have up to January 31, 2027 to demonstrate compliance with the equity requirement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HeartSciences Inc. reported receiving a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. In its Form 10-K for the year ended April 30, 2026, the company reported stockholders’ equity of $226,060 and also did not meet the alternative market value or net income standards.

The company’s common stock and public warrants remain listed while it works on regaining compliance. HeartSciences has 45 calendar days, until September 18, 2026, to submit a compliance plan and, if accepted, could receive up to 180 days from August 4, 2026, or until January 31, 2027, to evidence compliance. Management is evaluating options, including consummating its previously announced all-stock merger with Fortitude Mining Holdings, Inc., and notes that any suspension or delisting could reduce liquidity, market price, access to equity financing, ability to grant equity incentives, and ability to complete the proposed transaction.

Positive

None.

Negative

Nasdaq equity deficiency notice highlights that stockholders’ equity of $226,060 is far below the $2,500,000 requirement, creating a risk of eventual delisting if compliance is not regained.
Potential suspension or delisting could reduce liquidity and market price of the stock and warrants, limit access to equity financing, constrain equity incentives, and hinder completion of the proposed Fortitude merger.

Filing Explained

If Nasdaq rejects HeartSciences’ compliance plan, or the company fails to regain compliance during an accepted extension, it may request an independent hearing; that request would stay any suspension or delisting while the hearing and any panel extension remain pending.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Nasdaq minimum stockholders’ equity: $2,500,000 Reported stockholders’ equity: $226,060 Plan submission deadline: September 18, 2026 +3 more

6 metrics

Nasdaq minimum stockholders’ equity $2,500,000 Required under Nasdaq Listing Rule 5550(b)(1) for Nasdaq Capital Market listing

Reported stockholders’ equity $226,060 As reported in Annual Report on Form 10-K for fiscal year ended April 30, 2026

Plan submission deadline September 18, 2026 45 calendar days from August 4, 2026 to submit compliance plan to Nasdaq

Maximum compliance extension January 31, 2027 Up to 180 calendar days from August 4, 2026 if Nasdaq accepts the company’s plan

Initial response period 45 calendar days Time allowed by Nasdaq to propose a plan to regain compliance

Potential extension period 180 calendar days Maximum period Nasdaq may grant to evidence compliance after August 4, 2026

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, preliminary proxy statement on Schedule 14A, forward-looking statements, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"it is not in compliance with the Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"requires companies ... to maintain a minimum of $2,500,000 in stockholders’ equity"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

preliminary proxy statement on Schedule 14A regulatory

"HeartSciences has filed a preliminary proxy statement on Schedule 14A"

forward-looking statements financial

"Communications may contain forward-looking statements concerning HeartSciences, Fortitude and the Proposed Transaction"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

participants in the solicitation regulatory

"may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 05:01 PM Accepted by SEC EDGAR 08/07/2026 - 05:00 PM

FAQ

What Nasdaq issue did HeartSciences (HSCS) disclose?

HeartSciences disclosed it received a Nasdaq notice that it no longer complies with Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market.

How far below the Nasdaq equity requirement is HeartSciences (HSCS)?

Nasdaq requires minimum stockholders’ equity of $2,500,000. HeartSciences reported stockholders’ equity of $226,060 in its Form 10-K for the year ended April 30, 2026, leading to the current deficiency notice.

What deadlines has Nasdaq given HeartSciences (HSCS) to regain compliance?

HeartSciences has 45 calendar days, until September 18, 2026, to submit a plan. If Nasdaq accepts the plan, the company could have up to January 31, 2027 to demonstrate compliance with the equity requirement.

How would a Nasdaq delisting affect HeartSciences (HSCS)?

The company states that suspension or delisting could reduce liquidity and market price of its common stock and warrants, shrink the investor base, constrain equity financing and equity incentives, and negatively impact completing the proposed Fortitude transaction.

What is the proposed Fortitude transaction mentioned by HeartSciences (HSCS)?

HeartSciences and Fortitude Mining Holdings, Inc. have a definitive merger agreement for an all-stock transaction. HeartSciences believes consummating this proposed transaction could support its plan to regain Nasdaq equity compliance, though completion is not assured.

Will HeartSciences (HSCS) be immediately delisted from Nasdaq?

No immediate delisting is occurring. HeartSciences’ common stock and public warrants will continue trading on Nasdaq while it submits a compliance plan, any extensions run, and, if needed, a potential hearing process is concluded.

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): August 4, 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

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 4, 2026, HeartSciences Inc. (the “Company” or “HeartSciences”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. In its Annual Report on Form 10-K for the fiscal year ended April 30, 2026, the Company reported stockholders’ equity of $226,060, and, as of August 4, 2026, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, and as a result, does not currently satisfy the requirements of Rule 5550(b)(1).

Nasdaq’s letter has no immediate impact on the listing of the Company’s common stock or public warrants, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. Nasdaq’s letter provides the Company with 45 calendar days, or until September 18, 2026, to submit a plan to regain compliance. The Company believes that its plan to consummate the Proposed Transaction (as defined below) will serve as a basis for its plan to regain compliance. If the plan is accepted, the Company can be granted up to 180 calendar days from August 4, 2026, or until January 31, 2027, to evidence compliance. There can be no assurance that the Company will be able to regain compliance with all applicable continued listing requirements or that its plan will be accepted by the Nasdaq staff. In the event the plan is not accepted by the Nasdaq staff, or in the event the plan is accepted and the extension granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement, including by consummating the Proposed Transaction. There can be no assurance that the Company will be able to consummate the Proposed Transaction. The Company intends to submit the compliance plan by the deadline set forth in Nasdaq’s letter.

If trading in the Company’s common stock or public warrants is suspended on Nasdaq or its common stock or the public warrants are delisted by Nasdaq for any reason, it could negatively impact the Company as it would likely reduce the liquidity and market price of the common stock and the public warrants; reduce the number of investors willing to hold or acquire the common stock; negatively impact the Company’s ability to access equity markets and obtain financing; impair the Company’s ability to provide equity incentives; and negatively impact the Company’s ability to consummate the Proposed Transaction.

As previously reported, on June 23, 2026, Fortitude Mining Holdings, Inc. (“Fortitude”), a vertically-integrated digital asset mining platform anchored in Zcash, and HeartSciences entered into a definitive merger agreement to combine in an all-stock transaction (the “Proposed Transaction”). The following is important information that should be read together with the information included herein.

Additional Information and Where to Find It

Communications related to each of Fortitude and HeartSciences, their respective businesses and the Proposed Transaction may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences has filed a preliminary proxy statement on Schedule 14A and may file additional relevant materials with the U.S. Securities and Exchange Commission (“SEC”). Following the filing of a definitive proxy statement with the SEC, HeartSciences 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 HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS ARE 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.

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 PROPOSED TRANSACTION 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.

Cautionary Note Regarding Forward-Looking Information

Communications may contain 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. All statements HeartSciences and/or Fortitude make in communications 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 such communication 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, which may include, 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 such communications 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 are discussed in the preliminary proxy statement 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. Any forward-looking statements made in such communications are made as of the date of the communication.

Participants in the Solicitation

HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of Digital Currency Group, Inc., the parent company of Fortitude, may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set forth in the preliminary proxy statement and other materials filed or that may be filed with the SEC in connection with the Proposed Transaction.

No Offer or Solicitation

Any 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.

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: August 7, 2026	By:	/s/ Andrew Simpson
	Name:	Andrew Simpson
	Title:	President, Chief Executive Officer and Chairman of the Board of Directors

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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