HeartSciences Inc SEC Filings

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.

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.

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.

HeartSciences Inc. reports a Schedule 13G filing showing beneficial ownership. Ephraim G. Fields 06/23/2026 beneficially owned 265,218 shares of Common Stock, representing 8.1%. The filing lists sole voting and dispositive power over the same 265,218 shares.

HeartSciences Inc. reports a Schedule 13G filing showing beneficial ownership. Ephraim G. Fields 06/23/2026 beneficially owned 265,218 shares of Common Stock, representing 8.1%. The filing lists sole voting and dispositive power over the same 265,218 shares.

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 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. 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 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. is calling a virtual annual shareholder meeting on April 30, 2026 to vote on several governance and compensation matters. Shareholders of common stock and Series C preferred stock as of March 6, 2026 may participate and vote.

Key items include re-electing Andrew Simpson as the Class III director, and expanding the 2023 Equity Incentive Plan to reserve up to 1,250,000 shares of common stock plus an automatic “evergreen” increase. Shareholders will also vote on adding officer exculpation language to the certificate of formation, within limits allowed by recent Texas law.

Other proposals ask shareholders to ratify Haskell & White LLP as auditor for the year ending April 30, 2026 and to authorize potential adjournment of the meeting if additional proxy solicitation is needed. The proxy describes board structure, committee independence, director pay and current ownership, with three of five directors classified as independent.

HeartSciences Inc. is calling a virtual annual shareholder meeting on April 30, 2026 to vote on several governance and compensation matters. Shareholders of common stock and Series C preferred stock as of March 6, 2026 may participate and vote.

Key items include re-electing Andrew Simpson as the Class III director, and expanding the 2023 Equity Incentive Plan to reserve up to 1,250,000 shares of common stock plus an automatic “evergreen” increase. Shareholders will also vote on adding officer exculpation language to the certificate of formation, within limits allowed by recent Texas law.

Other proposals ask shareholders to ratify Haskell & White LLP as auditor for the year ending April 30, 2026 and to authorize potential adjournment of the meeting if additional proxy solicitation is needed. The proxy describes board structure, committee independence, director pay and current ownership, with three of five directors classified as independent.

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. 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. reported another loss-making quarter for the period ended January 31, 2026, with a nine‑month net loss of $6.4 million and minimal revenue of $4,319. Operating expenses were driven by research and development and general and administrative costs, while interest expense added further pressure.

Cash and cash equivalents were $3.4 million against $7.6 million in total assets and $4.9 million in total liabilities, leaving stockholders’ equity at $2.7 million. The company discloses substantial doubt about its ability to continue as a going concern and is relying on external financing, including a $3.6 million Streeterville note and a Series D preferred stock offering that raised about $6.7 million.

HeartSciences Inc. reported another loss-making quarter for the period ended January 31, 2026, with a nine‑month net loss of $6.4 million and minimal revenue of $4,319. Operating expenses were driven by research and development and general and administrative costs, while interest expense added further pressure.

Cash and cash equivalents were $3.4 million against $7.6 million in total assets and $4.9 million in total liabilities, leaving stockholders’ equity at $2.7 million. The company discloses substantial doubt about its ability to continue as a going concern and is relying on external financing, including a $3.6 million Streeterville note and a Series D preferred stock offering that raised about $6.7 million.

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.