HeartSciences grants 425K shares to Andrew Simpson

Simpson Andrew reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Simpson Andrew reported acquisition or exercise transactions in this Form 4 filing.

HeartSciences Inc. reported that director and officer Andrew Simpson received a grant of 425,000 shares of common stock at no cost under the company’s 2023 Equity Incentive Plan. The award was approved by the board as a retention bonus in connection with a Merger Agreement dated June 22, 2026.

The shares are non-votable until they vest and are subject to the closing of the merger. If the merger closes, one quarter of the shares vest three months after closing, with additional quarters vesting every three months so that all shares vest one year after closing, provided Simpson remains continuously employed. Following this grant, he holds 499,382 shares directly.

Insider Trade Summary

Grant/Award: 425,000 shares

Grant/Award 1 txn

Insider Simpson Andrew

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.001 par value	425,000	$0.00	$0.00

Holdings After Transaction: Common Stock, $0.001 par value — 499,382 shares (Direct)

Footnotes (4)

1. F1. These shares of common stock of the Issuer (the "Shares") were granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan pursuant to the approval of the Issuer's board of directors (the "Board").
2. F2. The Shares, which are non-votable until they vest, shall vest subject to the satisfaction of all of the following conditions: (i) occurrence of a closing of the merger (the "Closing") pursuant to a Merger Agreement dated June 22, 2026 (the "Merger Agreement"), among the Issuer, Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC; and (ii) (x) 1/4th of the Shares shall vest on the three-month anniversary of the date of the Closing and (y) thereafter, 1/4th of the Shares shall vest on each subsequent three-month anniversary of the initial vesting date, such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that the Reporting Person is continuously employed in any capacity by the Issuer or any of its subsidiaries from the date of the Closing through each applicable vesting date, subject to certain qualifying termination rights by the Issuer or the Reporting Person.
3. F3. The Board awarded the Shares to the Reporting Person as a retention bonus in connection with the transactions contemplated by the Merger Agreement (the "Transactions") to lead the Issuer and its merger subsidiary's efforts to close the Transactions, to lead the Issuer's current legacy business after the Closing and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Issuer following the Closing.
4. F4. Includes certain shares of common stock previously awarded by the Board with applicable vesting conditions as previously reported.

Key Figures

Shares granted: 425,000 shares Grant price per share: $0.0000 per share Total shares after grant: 499,382 shares +3 more

6 metrics

Shares granted 425,000 shares Common Stock grant under 2023 Equity Incentive Plan

Grant price per share $0.0000 per share Awarded as compensation, no purchase price paid

Total shares after grant 499,382 shares Direct holdings following the reported transaction

Initial vesting tranche 1/4 of shares Vests three months after merger closing

Full vesting period One year after closing All shares vest one year post-closing if employment continues

Merger Agreement date June 22, 2026 Merger Agreement among Issuer and related entities

Key Terms

2023 Equity Incentive Plan, retention bonus, Merger Agreement, vesting conditions, +1 more

5 terms

2023 Equity Incentive Plan financial

"were granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan"

retention bonus financial

"The Board awarded the Shares to the Reporting Person as a retention bonus in connection with the transactions"

Merger Agreement regulatory

"pursuant to a Merger Agreement dated June 22, 2026 (the "Merger Agreement"), among the Issuer"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

vesting conditions financial

"The Shares, which are non-votable until they vest, shall vest subject to the satisfaction of all of the following conditions"

Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.

non-votable financial

"The Shares, which are non-votable until they vest, shall vest subject to the satisfaction"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Andrew Simpson receive in this HeartSciences (HSCS) Form 4 filing?

Andrew Simpson received a grant of 425,000 HeartSciences common shares at no cost. The award was made under the 2023 Equity Incentive Plan and serves as a retention bonus connected to a planned merger under a Merger Agreement dated June 22, 2026.

How do the 425,000 HeartSciences (HSCS) shares granted to Andrew Simpson vest?

The 425,000 shares vest only if the merger closes. After closing, one quarter vests three months later, with additional quarters vesting every three months so that all shares vest one year after closing, assuming continuous employment through each vesting date.

Are Andrew Simpson’s newly granted HeartSciences (HSCS) shares currently votable?

The granted shares are non-votable until they vest. Voting rights arise only as each tranche vests over time after the merger closing, subject to Simpson’s continued employment and other vesting conditions described in the award’s footnotes.

Why did HeartSciences (HSCS) grant these shares to Andrew Simpson?

The board granted the shares as a retention bonus related to the merger transactions. The award is intended to have Simpson lead efforts to close the merger, manage the legacy business afterward, and provide public-company, SEC-reporting and capital-markets guidance and transition support.

How many HeartSciences (HSCS) shares does Andrew Simpson hold after this grant?

After the grant, Andrew Simpson directly holds 499,382 HeartSciences common shares. This total includes the newly awarded shares and certain previously granted shares that remain subject to their own vesting conditions as previously reported in earlier disclosures.

What conditions could affect Andrew Simpson’s vesting of HeartSciences (HSCS) shares?

Vesting depends on the merger closing and Simpson’s continuous employment through each vesting date. The award also references certain qualifying termination rights for either HeartSciences or Simpson, which may affect vesting outcomes under specific circumstances outlined in the award terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 06:35 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Simpson Andrew

(Last) (First) (Middle)

C/O HEARTSCIENCES INC.,

550 RESERVE STREET, SUITE 360

(Street)

SOUTHLAKE TEXAS 76092

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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

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

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

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
Common Stock, $0.001 par value	06/22/2026		A		425,000(1)(2)(3)	A	(1)	499,382(4)	D

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

Explanation of Responses:

1. These shares of common stock of the Issuer (the "Shares") were granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan pursuant to the approval of the Issuer's board of directors (the "Board").

2. The Shares, which are non-votable until they vest, shall vest subject to the satisfaction of all of the following conditions: (i) occurrence of a closing of the merger (the "Closing") pursuant to a Merger Agreement dated June 22, 2026 (the "Merger Agreement"), among the Issuer, Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC; and (ii) (x) 1/4th of the Shares shall vest on the three-month anniversary of the date of the Closing and (y) thereafter, 1/4th of the Shares shall vest on each subsequent three-month anniversary of the initial vesting date, such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that the Reporting Person is continuously employed in any capacity by the Issuer or any of its subsidiaries from the date of the Closing through each applicable vesting date, subject to certain qualifying termination rights by the Issuer or the Reporting Person.

3. The Board awarded the Shares to the Reporting Person as a retention bonus in connection with the transactions contemplated by the Merger Agreement (the "Transactions") to lead the Issuer and its merger subsidiary's efforts to close the Transactions, to lead the Issuer's current legacy business after the Closing and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Issuer following the Closing.

4. Includes certain shares of common stock previously awarded by the Board with applicable vesting conditions as previously reported.

Remarks:

Chairman of the Board, President and Chief Executive Officer

	/s/ Andrew Simpson	06/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)