HeartSciences Inc. 8-K Filings

HeartSciences Inc. (HSCS) reported that Fortitude Mining Holdings, Inc. invested approximately $1.0 million through a private placement completed on August 12, 2026. Fortitude purchased 411,522 shares of HeartSciences common stock at $2.43 per share, a 22% premium to the closing market price on the purchase date.

The new shares are ordinary voting common stock with no special rights, and the investment lifts Fortitude’s stake to about 9.4% of HeartSciences’ outstanding shares. The company states that the cash investment provides additional working capital and strengthens its balance sheet ahead of the expected closing of the proposed business combination between HeartSciences and Fortitude, which is anticipated in the second half of the current calendar year, subject to customary conditions, including shareholder approval. The exchange ratio under the existing merger agreement is unchanged, and no extra merger consideration will be issued to Fortitude in respect of this investment.

HeartSciences Inc. (HSCS) entered into a Subscription Agreement with Fortitude Mining Holdings, Inc. for a private placement of 411,522 shares of common stock at $2.43 per share, raising gross proceeds of approximately $1.0 million.

The PIPE Investment is intended to fund operating expenses before the expected closing of HeartSciences’ proposed business combination with Fortitude under the June 23, 2026 Merger Agreement. Following this investment, Fortitude owns approximately 9.4% of HeartSciences’ issued and outstanding common stock. The unregistered shares were issued in reliance on the Securities Act Section 4(a)(2) exemption and are not subject to the Merger Agreement’s Exchange Ratio.

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.

HeartSciences Inc. reported selected results for the fiscal year ended April 30, 2026 and outlined progress on its proposed all-stock business combination with Fortitude Mining Holdings, Inc., a vertically integrated digital asset mining platform anchored in Zcash. For Fiscal 2026, the company reported no meaningful revenue, cash and cash equivalents of approximately $1.7 million and shareholders’ equity of $0.2 million.

The company described the period as one of “transformational change,” citing the full commercial launch of its MyoVista Insights healthcare IT platform, deployment contracts with healthcare institutions, and submission of its MyoVista wavECG device to the FDA for 510(k) clearance, which is under review. A preliminary proxy statement has been filed describing the Fortitude transaction and an authorization for the board to implement, if needed to support Nasdaq listing requirements for the combined company, a reverse stock split within a range of 1-for-2 to 1-for-5. Forward-looking disclosures highlight uncertainties around completing and integrating the transaction and exposure to digital asset market volatility.

HeartSciences Inc. is progressing its Agreement and Plan of Merger with Fortitude Mining Holdings by providing audited Fortitude financials and unaudited pro forma combined information. Fortitude operates a digital asset mining business focused on Bitcoin, Zcash and other proof‑of‑work assets.

For the year ended December 31, 2025, Fortitude generated total revenues of $89,497 (in thousands) and recorded a net loss of $12,676 (in thousands). As of that date it reported total assets of $72,792 (in thousands), including cash of $9,995 (in thousands), property and equipment of $39,646 (in thousands) and digital assets of $3,413 (in thousands). Mining revenues from a related‑party pool operator accounted for $58,091 (in thousands) of 2025 revenues.

For the three months ended March 31, 2026, Fortitude reported total revenues of $19,225 (in thousands) and a net loss of $4,649 (in thousands). The company completed the Aurora, Nebraska mining asset acquisition for allocated consideration of $7,889 (in thousands), adding strategic power contracts and infrastructure, and concluded that existing resources should support at least 12 months of operations.

HeartSciences Inc. entered into Amendment No. 1 to its June 23, 2026 Agreement and Plan of Merger with Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC. The amendment replaces the form of the A&R LLC Agreement to clarify certain redemption mechanics.

The amendment also replaces the form of the Parent New Charter to provide for a proposed amendment to the requirements for HeartSciences shareholder action by written consent. HeartSciences plans to file a proxy statement with the SEC and mail it to stockholders in connection with the transactions contemplated by the amended merger agreement.

HeartSciences Inc. filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and highlighted a previously announced Merger Agreement providing for a proposed business combination with Fortitude Mining Holdings, Inc., an institutional-scale, vertically integrated venture mining platform anchored in Zcash and currently wholly owned by Digital Currency Group.

The company plans to file a preliminary proxy statement with the SEC shortly to seek shareholder approval for the transactions described in the Merger Agreement and then issue its fiscal 2026 earnings release and a business update, which it currently expects early the following week. Management states it believes the proposed Fortitude transaction offers a significant opportunity for shareholders by providing continued ownership in a business operating at scale and generating meaningful revenue, while allowing HeartSciences’ MyoVista Insights AI-ECG technology to continue advancing with greater focus.

HeartSciences Inc. reports changes to the employment arrangements for Chief Financial Officer Danielle Watson in connection with its planned merger with Fortitude Mining HoldCo, LLC. An amendment to her employment agreement adds severance protections if she is terminated without Cause or resigns for Good Reason, including six months of base salary, up to six months of company-paid or reimbursed COBRA premiums, and acceleration of unvested equity awards granted before the merger closing, subject to a release of claims.

The compensation committee also granted Ms. Watson an equity award of 25,000 restricted stock units under the 2023 Equity Incentive Plan, effective July 7, 2026 and subject to the merger closing. These RSUs vest in four equal installments every three months beginning three months after closing, fully vesting one year after closing, with full acceleration upon certain terminations without Cause, resignations for Good Reason, or a Change of Control other than the merger.

HeartSciences Inc. entered into a Merger Agreement under which its subsidiary will merge with Fortitude Mining HoldCo, LLC, making Fortitude the surviving company and HeartSciences the sole managing member after closing, subject to customary conditions and stockholder approval.

In connection with the planned transaction, CEO Andrew Simpson’s employment agreement was amended, and he received a retention equity award of 425,000 restricted shares of common stock that were issued on June 22, 2026. These shares are non-voting until they vest and will vest over one year after closing, with full acceleration upon certain terminations without cause, constructive termination, or a separate change of control.

The Compensation Committee also confirmed a $250,000 cash bonus for Mr. Simpson payable at closing of the transaction and approved a $50,000 discretionary cash bonus for CFO Danielle Watson tied to the proxy filing and closing. The Board approved an amendment to the 2023 Equity Incentive Plan to increase the share reserve by 475,000 shares, subject to shareholder approval, and conditionally expanded the Board from five to nine directors, with Andrea Childs and Erik Ellingson designated to become CEO and CFO at the effective time.

HeartSciences Inc. is entering an all-stock merger with Fortitude Mining Holdings to create a Nasdaq-listed Zcash-focused mining company under the Fortitude brand. Fortitude’s management will lead the combined company, which is expected to trade under the ticker TUDE, while Digital Currency Group is expected to remain the largest and controlling shareholder.

For full year 2025, Fortitude generated approximately $90 million in gross revenue and $20 million in Adjusted EBITDA, and held about $13 million in cash and digital assets at year end. Through April 30, 2026, Fortitude produced approximately 51,785 ZEC, with a direct cash mining cost per coin of about $70 and a targeted pathway toward $40.

Fortitude currently owns and operates 48 megawatts of data center capacity across six U.S. sites and is targeting approximately 80 megawatts of total capacity by year end 2026. Illustrative scenarios presented on the call suggest Adjusted EBITDA of over $50 million at a Zcash price of $500 and over $120 million at $1,000. The transaction has been unanimously approved by both boards and is expected to close in the second half of 2026, subject to customary conditions including HeartSciences shareholder approval and completion of SEC proxy processes.

HeartSciences Inc. is pivoting its business through an all-stock merger with Fortitude Mining Holdings, a Zcash-focused digital asset miner. Fortitude equityholders are expected to receive about 95.0% of HeartSciences’ post-closing equity, leaving existing HeartSciences shareholders with roughly 5.0%.

The deal uses an Up‑C style structure with a new non-economic Class V voting stock and Surviving Company non‑voting units that can later be redeemed for Class A shares or cash. Closing is targeted for the second half of 2026, subject to shareholder approvals, Nasdaq listing conditions and other customary closing conditions. Fortitude’s management, led by CEO Andrea Childs, will take over the combined company, which is expected to rebrand as Fortitude and trade on Nasdaq under the ticker “TUDE.”

HeartSciences Inc. reported voting results from its Annual Meeting of Stockholders. Shareholders representing 1,973,863 shares, or 57% of the 3,477,698 shares entitled to vote as of March 6, 2026, were present, establishing a quorum.

Shareholders elected Andrew Simpson as a Class III director, approved an increase in shares reserved under the 2023 Equity Incentive Plan to 1,250,000 shares plus a formula-based annual add-on, and ratified Haskell & White LLP as independent auditor for the fiscal year ending April 30, 2026. A charter amendment to add limited officer exculpation did not obtain the required majority, while an adjournment proposal to allow additional proxy solicitation was approved.

HeartSciences Inc. reported the death of Mark Hilz, its Chief Operating Officer, Corporate Secretary and a board member, who passed away on April 1, 2026 at age 67 after a period of illness. He had served on the Board since 2013 and as COO and Corporate Secretary since March 2022.

The company states it does not expect to hire a new Chief Operating Officer in the foreseeable future, noting that its MyoVista Insights™ software platform has been launched and the MyoVista® wavECG™ device has been submitted to the U.S. Food and Drug Administration for 510(k) premarket clearance. HeartSciences does not anticipate any changes to its business, operations or planned commercialization of the MyoVista Insights platform as a result of his passing.

HeartSciences Inc. reported fiscal third-quarter 2026 results and shared a business update. The healthcare IT company is focused on commercializing its MyoVista Insights ECG platform and has submitted its MyoVista wavECG device to the FDA for 510(k) premarket clearance, an important regulatory milestone.

The company reported no meaningful revenue for the quarter as it continues investing in commercialization. As of January 31, 2026, it held approximately $3.4 million in cash and cash equivalents and $2.7 million in shareholders’ equity. Full financial details are available in its Form 10-Q for the same period.

HeartSciences Inc. entered into a Note Purchase Agreement with Streeterville Capital, LLC, issuing an unsecured promissory note for $3,605,000, which includes a $600,000 original issue discount and $5,000 of transaction expenses, for gross cash proceeds of $3,000,000. The Note carries 12% annual interest, matures 18 months after issuance, and allows Streeterville, starting six months after issuance, to require monthly redemptions of up to $405,000. If the outstanding balance has not been reduced by at least $1,250,000 by the 12‑month anniversary, the outstanding balance at that time automatically increases by 5%. The Note and related agreement include customary covenants, events of default, potential default interest up to 18% (or the legal maximum), and indemnification of Streeterville, and were issued as an unregistered private placement under Section 4(a)(2) and Rule 506.

HeartSciences Inc. approved a form of indemnification agreement on December 15, 2025 for each of its directors and executive officers. The agreement states that the company will indemnify these individuals and advance their expenses to the fullest extent permitted under Texas law and the company’s Certificate of Formation.

The arrangement also provides for continued coverage of each director and executive officer under the company’s directors’ and officers’ insurance policies. The form of indemnification agreement is filed as Exhibit 10.1.

HeartSciences Inc. disclosed that it issued a press release providing financial and operating results for the quarter ended October 31, 2025, along with other business updates. The press release is attached as Exhibit 99.1 and incorporated by reference into the report.

The company states that the information in Item 2.02 and Exhibit 99.1 is being treated as “furnished,” not “filed,” under the Exchange Act, and is not subject to the liabilities of Section 18 or automatically incorporated into other Securities Act or Exchange Act filings except by specific reference. The report is signed by Andrew Simpson, President, Chief Executive Officer and Chairman of the Board.

HeartSciences Inc. extended the maturity of its existing $500,000 secured promissory note with Front Range Ventures to September 30, 2026, keeping the 12% annual interest and revising how accrued interest is paid. The company will pay interest accrued through September 30, 2025 on or before that date, with all later accrued interest due at maturity, and it can prepay at least $50,000 at a time, applied first to interest and then principal.

Through a qualified Regulation A offering of up to 4,285,714 units at $3.50 per unit, the company has raised $6.7 million in gross proceeds from 1,912,383 units as of October 1, 2025. Each unit includes one share of Series D preferred stock and one warrant to buy common stock at $5.00 per share, and holders have converted 1,331,044 Series D preferred shares into the same number of common shares. The company also exchanged $2,060,000 of principal and $45,000 of accrued interest on an unsecured note for 597,578 common shares, and had 3,069,635 common shares outstanding as of October 1, 2025.

HeartSciences Inc. reports that it has regained compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement, which calls for at least $2.5 million in stockholders’ equity for companies on The Nasdaq Capital Market. Nasdaq’s Listing Qualifications Staff notified the company on September 16, 2025, that the issue is resolved and the matter is now closed. HeartSciences had previously submitted a plan to Nasdaq explaining how it would regain and maintain compliance after falling below the required equity level.