| | The information set forth in Item 3 of this Schedule 13D is incorporated by reference into this Item 4.
The Reporting Persons acquired the Shares in order to provide capital for the Issuer's ongoing operating expenses. The Reporting Persons collectively beneficially own an aggregate of 411,522 Shares, which represent 9.4% of the outstanding Shares (based upon the Issuer's outstanding shares of Common Stock as of August 12, 2026). The Subscription Agreement provides that, solely in the event that the Merger Agreement (as defined below) is terminated and the Transactions (as defined below) are not consummated, the Issuer will be required to file a registration statement registering the resale of the 411,522 Shares within thirty (30) calendar days of such termination. No such registration obligation arises if the Transactions close as contemplated.
On June 23, 2026, the Issuer entered into an Agreement and Plan of Merger (as amended on July 27, 2026, the "Merger Agreement") with Fortitude, Fortitude Mining HoldCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of Fortitude ("Fortitude HoldCo"), and Cordis Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Issuer ("Merger Sub"). DCG is the sole stockholder of Fortitude.
Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby (the"Closing"): (i) Fortitude will contribute its Fortitude HoldCo Voting Units (as defined in the Merger Agreement) to the Issuer in exchange for shares of Class V Common Stock, par value $0.0001 per share, of the Issuer (the "Class V Common Stock") equal to the product of the Closing HeartSciences Common Stock Shares (as defined in the Merger Agreement) multiplied by the Exchange Ratio (which is 19.00, or, if the volume-weighted average price of the Issuer's common stock equals or exceeds $7.50 per share, 21.22) (the "Contribution and Exchange"); and (ii) Fortitude will contribute $2,000,000 in cash or Zcash to the Issuer in exchange for shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") equal to $2,000,000 divided by the Closing VWAP (as defined in the Merger Agreement) (the "Cash Contribution"). Concurrently, Merger Sub will merge with and into Fortitude HoldCo, with Fortitude HoldCo surviving as the "Surviving Company" and the Issuer becoming its sole managing member and each of Fortitude and the Issuer becoming holders of Surviving Company Non-Voting Units (as defined in the Merger Agreement) (the "Merger," and together with the Contribution and Exchange and the Cash Contribution, the "Transactions").
Following the Closing, the Issuer (to be renamed "Fortitude Mining Group, Inc." and referred to herein as the "Combined Company") will be organized in an "Up-C" structure, in which each of the Issuer and Fortitude will hold Surviving Company Non-Voting Units (as defined in the Merger Agreement) that are economically equivalent to shares of Class A Common Stock and the Surviving Company Non-Voting Units held by Fortitude will be exchangeable for shares of Class A Common Stock or cash, together with corresponding shares of Class V Common Stock. Each share of Class V Common Stock entitles the holder thereof to one vote per share but carries no economic rights and will not be listed for trading on any securities exchange. Shares of Class V Common Stock are not freely transferable and may only be held by holders of Surviving Company Non-Voting Units.
The shares of Class V Common Stock and Class A Common Stock of the Combined Company to be acquired by Fortitude pursuant to the Merger Agreement will be restricted securities issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").
As a result of the Transactions, Fortitude is expected to hold approximately 95% of the outstanding combined voting power of the Combined Company. DCG, as the sole stockholder of Fortitude, is deemed the indirect beneficial owner of such securities and will have the ability to control the Combined Company's business and operations, including, without limitation, the election and removal of directors, acquisitions and dispositions of assets, the issuance of equity securities, financing arrangements, the declaration and payment of dividends, amendments to the Combined Company's organizational documents, and other significant corporate actions, subject to compliance with applicable governance rules/standards. The Combined Company will be a "controlled company" within the meaning of the Nasdaq Stock Market Rules.
Pursuant to the Merger Agreement, effective upon the Closing, the board of directors of the Issuer will be reconstituted to include individuals designated by Fortitude, and the executive officers of the Issuer will be replaced with individuals selected by Fortitude. In addition, subject to receipt of stockholder approval, the Issuer's certificate of formation will be amended and restated in its entirety prior to the Closing to, among other things, establish the Class V Common Stock and redesignate the existing common stock as Class A Common Stock. The Merger Agreement also requires the Issuer to submit an initial listing application with Nasdaq and obtain approval for the listing of the Class A Common Stock to be issued in connection with the Transactions.
Following the Closing, Fortitude may from time to time exchange Surviving Company Non-Voting Units (together with a corresponding number of shares of Class V Common Stock) for shares of Class A Common Stock of the Issuer or cash, in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Fortitude HoldCo (the "A&R LLC Agreement"). Any such exchanges would reduce the number of shares of Class V Common Stock and increase the number of shares of Class A Common Stock held by Fortitude.
The foregoing description of the Merger Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement included as an exhibit to this Schedule 13D and incorporated herein by reference.
Except as described herein, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Item 2 of this Schedule 13D has any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investment in the Combined Company on a continuing basis and may, depending on market conditions, the business and financial condition of the Combined Company, and other factors, from time to time acquire additional securities of the Combined Company, dispose of some or all of the securities of the Combined Company, or take other actions with respect to their investment in the Combined Company as they deem appropriate.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time and from time to time. |
| | 2.1 Merger Agreement, dated as of June 23, 2026, among HeartSciences Inc., Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC (incorporated by reference to Exhibit 2.1 to HeartSciences' Current Report on Form 8-K, filed with the SEC on June 23, 2026).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of July 27, 2026, by and among HeartSciences Inc., Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC (incorporated by reference to Exhibit 2.2 to HeartSciences' Current Report on Form 8-K, filed with the SEC on July 27, 2026).
10.1 Subscription Agreement, dated as of August 12, 2026, by and between HeartSciences Inc. and Fortitude Mining Holdings, Inc. (incorporated by reference to Exhibit 10.1 of HeartSciences Inc.'s Current Report on Form 8-K filed with the SEC on August 18, 2026).
99.1* Joint-Filing Agreement filed by the Reporting Persons with the Securities and Exchange Commission on August 18, 2026.
* Filed herewith |
