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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 16, 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 7.01. Regulation FD Disclosure.
On September 17, 2026, Fortitude
Mining Holdings, Inc., a Delaware corporation (“Fortitude”), issued a press release announcing the appointment of Jaime
Leverton to the position of Chief Executive Officer of Fortitude and a member of the Board of Directors of Fortitude, and the appointment
of Andrea Childs as Chief Operating Officer of Fortitude, each effective as of September 21, 2026. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The information provided in
this Item 7.01 of this Current Report, including Exhibit 99.1 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 Inc., a Texas
corporation (“HeartSciences”), under the Securities Act of 1933, as amended, 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.
Item 8.01. Other Information.
As previously reported, on
June 23, 2026, HeartSciences, Fortitude, Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC, entered into an Agreement and Plan
of Merger (the “Merger Agreement”) relating to their proposed business combination (the “Proposed Transaction”).
On September 16, 2026, the
Board of Directors of Fortitude approved the appointment of Jaime Leverton to the position of Chief Executive Officer of Fortitude and
a member of the Board of Directors of Fortitude, each effective as of September 21, 2026. Andrea Childs is resigning from her position
as a member of the Board of Directors of Fortitude effective immediately, and as of September 21, 2026, will step down from her position
as Chief Executive Officer of Fortitude, and she will be appointed as Chief Operating Officer of Fortitude.
In addition, it is anticipated
that Jaime Leverton will serve as a member of the Board of Directors of HeartSciences (to be renamed “Fortitude Mining Group,
Inc.”), following the closing of the Proposed Transaction, and be appointed Chief Executive Officer of Fortitude Mining Group,
Inc., in each case, as of the closing of the Proposed Transaction.
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 filed a preliminary proxy statement on Schedule
14A with the U.S. Securities and Exchange Commission (“SEC”) on July 27, 2026 and may file additional relevant materials
with the 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 Annual Report
on Form 10-K, filed with the SEC on July 23, 2026, its Quarterly Report on Form 10-Q, filed with the SEC on September 14, 2026, and its
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.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Description |
| 99.1* |
|
Press Release, dated September 17, 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: September 17, 2026 |
By: |
/s/ Andrew Simpson |
| |
Name: |
Andrew Simpson |
| |
Title: |
President, Chief Executive Officer and Chairman of the Board of Directors |
Exhibit 99.1
PRESS RELEASE
Fortitude Appoints Jaime Leverton as Chief Executive
Officer
Former Hut 8 CEO to Lead Fortitude as the Zcash-Focused,
Vertically-Integrated Mining
Platform Advances Toward the Public Markets;
Andrea Childs to Transition to Chief Operating
Officer
Fairport, N.Y., September 17, 2026 – Fortitude Mining
Holdings, Inc. (“Fortitude”), a vertically-integrated digital asset mining platform anchored in Zcash, today announced the appointment
of Jaime Leverton as Chief Executive Officer, effective Monday, September 21. Leverton succeeds Andrea Childs, who will transition to
Chief Operating Officer. Upon completion of Fortitude’s previously announced proposed business combination with HeartSciences Inc.
(Nasdaq: HSCS) (“HeartSciences”), Leverton is expected to continue to serve as CEO of the combined company, which is expected
to operate under the Fortitude brand and to trade on the Nasdaq Capital Market under the ticker symbol “TUDE,” subject to Nasdaq
approval.
Leverton brings more than 25 years of leadership across digital assets,
capital markets, data center infrastructure, energy, and computing, including a record as a public company Chief Executive Officer in
the digital asset mining sector. Her appointment comes as Fortitude scales its vertically-integrated Zcash strategy, venture mining operations,
and owned power portfolio while advancing toward a public listing. Zcash has delivered one of the strongest performances in digital assets
over the past year, surging more than 2,000% and pushing its market capitalization above $21 billion, making it one of the 10 largest
cryptocurrencies by market cap, as we believe institutional adoption continues to accelerate1.
“Fortitude is taking a differentiated approach to mining. Andrea
and her team have built a novel venture mining platform designed to identify and capture high-conviction opportunities across the Proof-of-Work
ecosystem, supported by owned power, owned sites, and in-house operations,” said Jaime Leverton. “I have spent my career at
the intersection of digital assets, infrastructure, and the public markets, and I am honored to lead this team at such a consequential
moment for the Company. I look forward to working alongside Andrea, the Fortitude team, and our partners at HeartSciences to complete
the proposed transaction and deliver on the opportunity ahead.”
“Building Fortitude from a venture mining thesis into a scaled,
vertically-integrated operator has been one of the highlights of my career. I’m proud of what this team has accomplished and excited about
the opportunity ahead,” said Andrea Childs. “As Fortitude prepares to enter the public markets, my focus remains on where I
can add the most value: mining operations, fleet and infrastructure strategy, and the industry relationships that have defined Fortitude’s
growth. I look forward to continuing to build Fortitude alongside Jaime as we progress on our path to the public markets.”
“Jaime is an accomplished operator who
understands the mining industry from the insid e and has repeatedly built durable, market-leading businesses at the intersection of
digital assets, infrastructure, and capital markets,” said Barry Silbert, Founder and CEO of DCG. “Our conviction in
Zcash and financial privacy as an enduring investment theme has only grown, and Jaime’s capital markets expertise and operating
experience make her the right leader to take Fortitude into its next chapter as a public company. We are confident in what Jaime,
Andrea, and the team can accomplish together in the years ahead.”
Leverton most recently led ReserveOne, an institutional digital asset
management company. Previously, she served as Chief Executive Officer of Hut 8, where she led the transformation of a distressed, subscale
miner into one of North America’s largest digital asset and high-performance computing companies. Under her leadership, Hut 8 completed
the all-stock merger of equals with US Bitcoin Corp., the largest transaction in the industry at the time, and became the first Canadian
public company in the sector to dual-list on Nasdaq before re-domiciling as a direct U.S. registrant. Earlier in her career, she held
senior leadership positions at eStruxture Data Centers, Aptum, National Bank of Canada, BlackBerry, Bell Canada, and IBM. Leverton holds
an MBA from Dalhousie University, a Bachelor of Arts from the University of Ottawa, and the ICD.D designation from the Rotman School of
Management at the University of Toronto. Her leadership has earned wide recognition, including WomenTech Network’s Digital Transformation
Leader of the Year award in 2023.
Fortitude’s leadership began mining ZEC, the native token of
the Zcash network, in 2019, when Fortitude was still the self-mining division of Foundry. Since Fortitude’s founding in 2024, the
team has built on that experience to develop a vertically-integrated platform spanning hardware procurement, infrastructure deployment,
in-house operations and repairs, and research and development. In the six months ended June 30, 2026, the Company mined 72,696 ZEC, representing
approximately 28 percent of total network production over the period, and reported second quarter revenue of $20.9 million. Fortitude
owns and operates a diversified power portfolio of more than 60 megawatts across seven sites in South Dakota, Nebraska, Texas, and New
York, backed by competitive long-term contracts. In May 2026, the Company executed purchase agreements with Bitmain for 9,000 Antminer
Z15 Pro units, representing approximately 7.56 GSol/s of incremental Equihash hashrate, with shipments expected in the fourth quarter
of 2026.
The proposed business combination with HeartSciences, announced on
June 23, 2026, is expected to close in the fourth quarter 2026, subject to customary closing conditions, including approval by the shareholders
of HeartSciences.
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.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements. These forward-looking
statements generally can be identified by the use of words such as “aim,” “anticipate,” “expect,”
“design,” “plan,” “will,” “would,” “believe,” “estimate,” “goal,”
“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 Fortitude and its expectations
concerning the timing of the proposed business combination with HeartSciences Inc. (the “Proposed Transaction”), the expectation
that the Proposed Transaction will bring Fortitude to the public markets, the leadership of the combined company resulting from the Proposed
Transaction, and the shipping timing of and efficiency gains from purchased mining equipment. 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; risks related to third-party
equipment providers; 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 the preliminary proxy
statement on Schedule 14A, filed by HeartSciences with the U.S. Securities and Exchange Commission (“SEC”) on July 27, 2026,
in connection with the Proposed Transaction, HeartSciences’ 2026 Annual Report on Form 10-K, filed with the SEC on July 23, 2026,
HeartSciences’ Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, filed with the SEC on September 14, 2026,
and other HeartSciences’ reports filed with the SEC from time to time. 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.
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 has filed a preliminary proxy
statement on Schedule 14A with the SEC on July 27, 2026 and may file additional relevant materials with the 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. 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 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 that have been or may be filed with the SEC in connection with the Proposed Transaction.
Fortitude and its affiliates and subsidiaries, including DCG, from
time to time sell, pledge or otherwise monetize their digital asset holdings, including ZEC, in order to fund operating expenses and capital
investments, as well as for purposes including to hedge exposures and realize investment gains.
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:
ICR
Phone: 917-375-9457
Email: IR@fortitudemining.com
| ¹ | Source: Investing.com (ZEC/USD), as of September 14, 2026. One-year
performance reflects the change in the ZEC/USD spot price over the preceding 12 months. Market capitalization and cryptocurrency ranking
are based on data reported by Investing.com as of the date above. Cryptocurrency prices are highly volatile; past performance is not
indicative of future results. |
+++
5
