HeartSciences (HSCS) awards director 15,000 RSUs with vesting terms

Rhea-AI Filing Summary

HeartSciences Inc. granted director Bruce Bent 15,000 restricted stock units (RSUs) on January 12, 2026. The RSUs were issued under the company’s 2023 Equity Incentive Plan at a price of $0 per unit, with each vested RSU delivering one share of common stock.

The award vests only if shareholders approve changes to the equity plan that contemplate these RSUs. If that condition is met, half of the RSUs vest one year after the grant date, and the remaining units vest in equal quarterly installments so that all RSUs are fully vested two years after the grant date, as long as Bent continues serving on the board.

The filing also notes that 100% of the RSUs will vest early if there is a Change of Control as defined in the plan, or if HeartSciences generates $250,000 or more of revenue in any fiscal quarter ending after the grant date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bent Bruce

(Last) (First) (Middle)

C/O HEARTSCIENCES INC.,

550 RESERVE STREET, SUITE 360

(Street)

SOUTHLAKE TX 76092

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HeartSciences Inc. [ HSCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/12/2026		A		15,000		(2)(3)	(2)(3)	Common Stock	15,000	$0	15,000	D

Explanation of Responses:

1. Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan (as amended, the "Plan") pursuant to the approval of the Issuer's board of directors. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock, $0.001 par value per share, upon satisfaction of the Conditions (as defined below).

2. The RSUs shall vest subject to the satisfaction of all of the following conditions (the "Conditions"): (i) approval by the Issuer's shareholders of any amendment or modification to or restatement of the Plan, which, among other things, contemplates the award of the RSUs; and (ii) (x) 1/2 of the RSUs shall vest on the one-year anniversary of the grant date (the "Initial Vesting Date") and (y) thereafter, 1/8th of the RSUs shall vest on each subsequent quarterly anniversary of the Initial Vesting Date (each an "Additional Initial Vesting Date" and together with the Initial Vesting Date, the "Vesting Dates"), such that all of the RSUs shall fully vest on the two-year anniversary of the grant date in each case provided that the Reporting Person is continuously serving on the Board through each applicable Vesting Date.

3. 100% of the RSUs shall vest (i) in the event of a Change of Control (as defined in the Plan) or (ii) if the Issuer achieves $250,000 or more of revenue in any fiscal quarter ending after the date hereof.

	/s/ Bruce Bent	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HeartSciences (HSCS) report in this Form 4?

The Form 4 reports that director Bruce Bent received 15,000 restricted stock units (RSUs) of HeartSciences Inc. common stock on January 12, 2026.

How many HeartSciences (HSCS) RSUs does Bruce Bent own after this transaction?

After this grant, Bruce Bent beneficially owns 15,000 RSUs, all held as direct ownership according to the filing.

What are the vesting conditions for Bruce Bent’s 15,000 HeartSciences RSUs?

The RSUs vest only if shareholders approve amendments or a restatement of the 2023 Equity Incentive Plan. If approved, 1/2 of the RSUs vest on the one-year anniversary of the grant, and the remaining RSUs vest in quarterly installments so they are fully vested two years after the grant date, provided he continues serving on the board.

Are there any accelerated vesting triggers for Bruce Bent’s HeartSciences RSUs?

Yes. 100% of the RSUs will vest if there is a Change of Control as defined in the plan, or if HeartSciences achieves at least $250,000 of revenue in any fiscal quarter ending after the grant date.

What is the settlement of the RSUs granted to Bruce Bent by HeartSciences?

Each vested RSU will be settled by delivering one share of HeartSciences common stock with a par value of $0.001 per share to Bruce Bent.

At what price were the HeartSciences RSUs granted to Bruce Bent?

The Form 4 shows a transaction price of $0 per restricted stock unit, consistent with a typical equity grant for director compensation.