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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):
August 19, 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 7.01. Regulation FD Disclosure.
On August 19, 2026, HeartSciences
Inc. (the “Company” or “HeartSciences”) issued a press release announcing the consummation of the
previously reported sale and issuance to Fortitude Mining Holdings, Inc. (“Fortitude”) of an aggregate of 411,522 shares
(the “Shares”) of HeartSciences’ common stock, $0.001 par value per share, on August 12, 2026 at a purchase price of
$2.43 per Share in a private placement in connection with the expected closing of the previously reported proposed business combination
with Fortitude (the “Proposed Transaction”), a copy of which 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 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.
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 (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. 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 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
(d) Exhibits
| Number |
|
Description |
| 99.1** |
|
Press Release, dated August 19, 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: August 19, 2026 |
By: |
/s/ Andrew Simpson |
| |
Name: |
Andrew Simpson |
| |
Title: |
President, Chief Executive Officer and Chairman of the Board of Directors |
4
Exhibit 99.1
Fortitude Invests $1.0 Million in HeartSciences
at a 22% Premium with No Adjustment
to the Merger Consideration
Shares issued at $2.43, a 22% premium to the
closing price on the purchase date, with Fortitude receiving no additional merger consideration in respect of the investment
| · | Fortitude
purchased approximately $1,000,000 of HeartSciences’ shares of common stock at $2.43 per share, a 22% premium to the closing price
on the purchase date |
| · | The
exchange ratio under the merger agreement with Fortitude is unchanged, and no additional shares will be issued to holders of Fortitude’s
equity interests at closing as a result of the investment |
| · | Following
the investment, Fortitude holds approximately 9.4% of HeartSciences’ outstanding shares of common stock |
Southlake, TX, August 19, 2026 (GLOBE NEWSWIRE)
-- HeartSciences Inc. (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), a healthcare information technology
(“HIT”) company focused on advancing electrocardiography (“ECG” or “EKG”) through the integration
of artificial intelligence (“AI”), today announced that on August 12, 2026 Fortitude Mining Holdings, Inc. (“Fortitude”)
purchased 411,522 shares of HeartSciences’ common stock for an aggregate purchase price of approximately $1,000,000 in a private
placement (the “Investment”). The shares were issued at a negotiated price of $2.43 per share, representing a 22% premium
to the closing price of HeartSciences’ common stock on the purchase date.
Fortitude purchased the shares for cash at a premium
to market price. The exchange ratio under the merger agreement between Fortitude and HeartSciences (the “Merger Agreement”)
is not adjusted as a result, and no additional shares will be issued to holders of Fortitude’s equity interests at closing in respect
of the amount invested. The shares issued in the Investment are voting shares of HeartSciences’ common stock and carry no additional
rights or preferences. Following the Investment, Fortitude holds approximately 9.4% of HeartSciences’ outstanding shares of common
stock.
The Investment provides additional working capital
to HeartSciences and strengthens its balance sheet ahead of the expected closing of the proposed business combination between Fortitude
and HeartSciences (the “Proposed Transaction”). The Proposed Transaction is expected to close in the second half of the current
calendar year and remains subject to customary closing conditions, including approval by HeartSciences’ shareholders.
Additional information regarding the Investment
is set forth in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on August 18, 2026.
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
and follow HeartSciences on X @HeartSciences.
Cautionary Note Regarding Forward-Looking Information
This press release 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 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 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.
Additional Information About the Proposed Transaction
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 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 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 HEREIN. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
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.
Investor Relations and Media Contacts:
HeartSciences
Integrous Communications
Mark Komonoski
Phone: 877-255-8483
Email: mkomonoski@integcom.us
Fortitude
ICR
Phone: 917-375-9457
Email: IR@fortitudemining.com
3
