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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 20, 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 20, 2026, Fortitude
Mining Holdings, Inc., a Delaware corporation (“Fortitude”), issued a press release announcing its financial and operating
highlights for the quarter ended June 30, 2026, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this
“Current Report”).
As previously reported, on
June 23, 2026, HeartSciences Inc., a Texas corporation (“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”).
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
(a) Exhibits
| Number |
|
Description |
| 99.1* |
|
Press Release, dated August 20, 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 20, 2026 |
By: |
/s/ Andrew Simpson |
| |
Name: |
Andrew Simpson |
| |
Title: |
President, Chief Executive Officer and
Chairman of the Board of Directors |
Exhibit 99.1
Fortitude Provides Second Quarter 2026 Financial
and Operating Highlights
Fortitude reported strong financial performance
with revenue of $20.9 million and Adjusted EBITDA of $8.5 million
Continued momentum in core mining operations
with approximately 33,646 ZEC mined during the quarter at an average realized hash rate of 4.0 GSol/s, with recent site and fleet
expansions bringing the owned-and-operated power portfolio to 60+ MW
Fortitude purchased approximately $1,000,000
of HeartSciences common stock in a private placement, with the proposed business combination expected to close in H2 2026
FAIRPORT, N.Y.--(BUSINESS WIRE)--Fortitude
Mining Holdings, Inc. (“Fortitude”), a vertically-integrated digital asset mining platform anchored in Zcash, today provided
financial and operating highlights for the three-month period ended June 30, 2026.
“This was a strong quarter for Fortitude and a clear demonstration
of the momentum building in our vertically-integrated strategy,” said Andrea Childs, CEO of Fortitude. “We mined approximately
33,646 ZEC at an average operating hash rate of 4.0 GSol/s. As we work to advance toward the public markets via our proposed business
combination with HeartSciences, we remain thrilled about the opportunity ahead and our ability to execute on it.”
“Fortitude delivered a strong cash-flowing quarter in Q2, generating
$20.9 million in revenue driven by continued ZEC hashprice and hashrate performance across our fleet,” added Erik Ellingson, CFO
of Fortitude. “This translated into robust operating cash flow indicated by adjusted EBITDA of $8.5 million, reinforcing the strength
of our ZEC-focused mining strategy as we continue to prepare to close our proposed business combination with HeartSciences.”
Q2 Financial and Operating Highlights
Key financial and operational
highlights for the quarter include:
| ● | Quarterly
revenue of $20.9 million |
| | | |
| ● | Adjusted
EBITDA1 of $8.5 million |
| | | |
| ● | ZEC
average operating hash rate 4.0 GSol/s |
| | | |
| ● | ZEC
mined of approximately 33,646 |
| | | |
| ● | Total
controlled power capacity of 60+ MW across seven sites |
Proposed Business Transaction
As previously announced on June 23, 2026, Fortitude and HeartSciences
Inc. (Nasdaq: HSCS) (“HeartSciences”) an AI-powered medical technology company, entered into a definitive agreement providing
for a proposed business combination (the “Proposed Transaction”). The Proposed Transaction is intended to bring a leading vertically-integrated
Zcash mining platform to the public markets, and is expected to close in H2 2026.
Fortitude Investment in HeartSciences
On August 12, 2026, Fortitude and HeartSciences
entered into a subscription agreement pursuant to which Fortitude purchased an aggregate of 411,522 shares of HeartSciences’ common stock
in a private placement (the “Subscription”), at a negotiated VWAP of $2.43 per share1, a 22% premium to the closing
price of HeartSciences’ common stock on August 12, 2026. The Subscription supports HeartSciences’ operating expenses in the period leading
up to the expected closing of the Proposed Transaction and reflects Fortitude’s commitment to a successful close.
| 1 | Represents the 30
trading day Volume Weighted Average Price for HeartSciences common stock through August 11,
2026. |
Following the Subscription, Fortitude owns approximately 9.4%2
of HeartSciences’ issued and outstanding common stock. The shares issued to Fortitude in the Subscription are ordinary shares of HeartSciences’
common stock, without any additional rights or preferences. Additionally, the exchange ratio under the merger agreement relating to the
Proposed Transaction is unchanged, and Fortitude will not receive any additional shares at the closing of the Proposed Transaction as
a result of the Subscription. The investment is intended to strengthen the balance sheet of HeartSciences and reflects Fortitude’s continued
conviction in the Proposed Transaction and its ability to close.
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 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 Transaction and the expectation that the Proposed Transaction will bring Fortitude
to the public markets and its expectations around HeartSciences’ use of proceeds from the Subscription. All statements contained
in this press release that do not relate to matters of historical fact should be considered forward-looking statements.
| 2 | The percentages reported
herein are based upon HeartSciences’ outstanding shares of Common Stock as reported
in the HeartSciences Current Report on Form 8-K, filed with the U.S. Securities and Exchange
Commission (“SEC”) on August 18, 2026. |
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 the preliminary proxy statement on Schedule 14A, filed
by HeartSciences with the 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, and other 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.
Non-GAAP Financial Measures
EBITDA & Adjusted EBITDA
Fortitude has presented certain
financial measures in this press release that are not recognized under U.S. Generally Accepted Accounting Principles (“GAAP”). Specifically,
Fortitude has presented “EBITDA” and “Adjusted EBITDA” (each as further described below). References to “EBITDA”
mean earnings before interest, taxes, depreciation and amortization and “Adjusted EBITDA” means EBITDA, adjusted for
non-recurring transaction related expenses, including advisory, legal, accounting, and regulatory fees, non-recurring litigation related
expenses, realized gain/losses on disposal of equipment. 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 its strategic
planning. Specifically, with respect to Adjusted EBITDA, 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 Fortitude regards to be a more meaningful indicator for
evaluating the underlying operating performance of the business. Fortitude believes that these non-GAAP financial measures, while not
a substitute for GAAP financial measures, provide investors with (i) an improved ability to evaluate its underlying performance and
(ii) greater transparency of the key performance metrics used by Fortitude’s management with respect to operational and financial
decision making. In evaluating Adjusted EBITDA, you should be aware that in the future Fortitude may incur expenses that are the same
as or similar to some of the adjustments in such presentation. The non-GAAP financial measures presented herein are provided as supplemental
information to Fortitude’s performance measures calculated in accordance with GAAP and should not be considered in isolation or
as a substitute for GAAP. Non-GAAP measures have limitations as an analytical tool. Some of these limitations are: (i) Adjusted
EBITDA excludes certain transaction-related expenses, non-recurring legal expenses we have incurred, such as litigation costs and one-time
accounting charges, gain/losses on disposal of equipment (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 Fortitude’s 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
Fortitude’s 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. Fortitude’s
management compensates for these limitations by not viewing the non-GAAP measures in isolation and specifically by using other GAAP measures
to measure Fortitude’s operating performance. Further, non-GAAP financial measures do not have any standardized meaning prescribed
under GAAP and therefore may not be comparable to other issuers. As a result, you should not consider such performance measures in isolation
from, or as a substitute analysis for, Fortitude’s results of operations as determined in accordance with GAAP.
GAAP Net Income (Loss) to Adj. EBITDA Reconciliation
Adjusted. EBITDA Reconciliation
$ in millions
| | |
Q2 2026 | |
| Net Income (Loss) | |
$ | (9.5 | ) |
| plus: Impairment of mining equipment | |
| 10.3 | |
| plus: Depreciation and amortization | |
| 5.6 | |
| plus: Interest expenses | |
| 0.1 | |
| plus: Income tax benefit | |
| (1.5 | ) |
| EBITDA | |
$ | 4.9 | |
| plus: Non-recurring transaction related expenses(1) | |
| 3.6 | |
| plus: Non-recurring litigation related expenses | |
| 0.3 | |
| plus: Realized gain/loss on disposal of equipment | |
| (0.3 | ) |
| Adjusted EBITDA | |
$ | 8.5 | |
| (1) | Non-recurring transaction related expenses including advisory,
legal, accounting, and regulatory fees. |
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 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 Digital Currency Group, Inc. 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.
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
