HeartSciences may sell up to $4.16M in common stock

The Form S-3 sales cap is tied to non-affiliate market value, reported at $23,159,765 as of October 6, 2026.

Rhea-AI Filing Summary

HeartSciences Inc. (HSCS) is registering common stock for an at-the-market offering with an aggregate offering price of up to $4,161,139 under its Equity Distribution Agreement with Maxim Group LLC. HeartSciences may sell shares from time to time; Maxim is not required to sell a specific amount and will use commercially reasonable efforts. While the aggregate market value of shares held by non-affiliates is below $75 million, sales are subject to Form S-3’s limit of one-third of that value in any 12-month period. HeartSciences reported that market value as $23,159,765 as of October 6, 2026.

As of October 6, 2026, HeartSciences had sold 1,529,287 shares for an aggregate offering price of approximately $14.1 million under the agreement. It also reported approximately $3.6 million in securities sales under the Form S-3 limit during the preceding 12 calendar months. Separately, its proposed transaction under a merger agreement with Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC, and its subsidiary Cordis Acquisition, LLC is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including HeartSciences shareholder approval.

Key Figures

Current ATM offering: Up to $4,161,139 aggregate offering price Shares sold under the Equity Distribution Agreement: 1,529,287 shares Aggregate offering price of shares sold: Approximately $14.1 million +3 more

6 metrics

Current ATM offering Up to $4,161,139 aggregate offering price Common stock under the current supplement

Shares sold under the Equity Distribution Agreement 1,529,287 shares As of October 6, 2026

Aggregate offering price of shares sold Approximately $14.1 million Under the Equity Distribution Agreement as of October 6, 2026

Securities sales under the Form S-3 limit Approximately $3.6 million During the 12 calendar months prior to and including the supplement date

Non-affiliate common stock market value $23,159,765 As of October 6, 2026

Form S-3 public-float threshold $75 million The company states it will no longer be subject to the General Instruction I.B.6 limitations if its public float increases above this amount

Key Terms

at the market offering, General Instruction I.B.6, public float, Equity Distribution Agreement

4 terms

at the market offering financial

"in an “at the market offering”"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

General Instruction I.B.6 regulatory

"pursuant to General Instruction I.B.6 of Form S-3"

public float financial

"in the event that our public float increases"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

Offering Details

ATM · $4,161,139 aggregate offering price

Offering

Offering Type ATM

Securities Offered Common stock

Offering Amount $4,161,139 aggregate offering price

FAQ

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

How much common stock can HeartSciences (HSCS) sell through its ATM offering?

The current offering covers common stock with an aggregate offering price of up to $4,161,139. As of October 6, 2026, HeartSciences had sold 1,529,287 shares for an aggregate offering price of approximately $14.1 million under the Equity Distribution Agreement.

When does the HeartSciences (HSCS) ATM offering end?

The offering under this supplement terminates when all shares subject to it have been sold. HeartSciences or Maxim Group LLC may terminate the Equity Distribution Agreement at any time.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/09/2026 - 05:00 PM EDT Accepted by SEC EDGAR 10/09/2026 - 05:00 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-274554

Prospectus Supplement No. 4, Dated October 9, 2026

(to Prospectus dated September 28, 2023)

HEARTSCIENCES INC.

Up to $4,161,139
Common Stock 

This Prospectus Supplement No. 4 (this “prospectus supplement”) amends and supplements HeartSciences Inc.’s (the “Company,” “HeartSciences,” “we,” “us” or “our”) at-the-market offering prospectus dated September 28, 2023, as amended and supplemented by the prospectus supplement dated November 9, 2023, November 17, 2023 and August 3, 2025 (collectively, the “at-the-market offering prospectus”). This prospectus supplement should be read in conjunction with the at-the-market offering prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement amends and supplements only those sections of the at-the-market offering prospectus listed in this prospectus supplement; all other sections of the at-the-market offering prospectus remain as is.

We previously entered into an Equity Distribution Agreement, dated September 18, 2023 (the “Original EDA”), with Maxim Group LLC (“Maxim”, or the “Sales Agent”), pursuant to which we may offer and sell, from time to time, an aggregate of up to $3,250,000 of shares of our common stock, $0.001 par value per share (“common stock”), in an “at the market” offering (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”)). On November 9, 2023, we entered into Amendment No. 1 to the Original EDA with Maxim pursuant to which, among other things, we may issue and sell up to $10,000,000 of shares of common stock from time to time through the Sales Agent subject to certain selling limitations (the “First Amendment”). On November 17, 2023, we entered into Amendment No. 2 to the Original EDA (the “Second Amendment”) with Maxim pursuant to which, among other things, we may issue and sell up to $15,000,000 of shares of common stock (“Shares”) from time to time through the Sales Agent; provided, however, that in no event will we issue or sell through the Sales Agent such number of shares of common stock that would cause us or the offering of our shares of common stock to not satisfy the eligibility and transaction requirements for use of Form S-3 (including General Instruction I.B.6 of Form S-3). On August 3, 2025, we entered into Amendment No. 3 to the Original EDA (the “Third Amendment”, and together with the Original EDA, the First Amendment and the Second Amendment, the “EDA”) with Maxim pursuant to which the Company may offer and sell, from time to time, up to $25,000,000 of shares of Common Stock. Pursuant to the terms of the Third Amendment, Maxim will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold pursuant to this prospectus supplement and the EDA from any gross proceeds to our Company in excess of such amount. As of October 6, 2026, we have sold 1,529,287 shares of common stock with an aggregate offering price of approximately $14.1 million under the EDA.

We are filing this prospectus supplement to amend the at-the-market offering prospectus to increase the maximum amount of shares of our common stock that we are eligible to sell under the EDA pursuant to at-the-market offering prospectus under General Instruction I.B.6. of Form S-3 As a result of these limitations, we may currently only offer and sell shares of our common stock having an aggregate offering price of up to $4,161,139. Pursuant to this prospectus supplement, we are registering the offer and sale of $4,161,139 shares of common stock, or up to $18,898,747 in the aggregate (after giving effect to the approximately $14.1 million that have already been sold under the EDA) pursuant to the at-the-market offering prospectus. However, in the event that our public float increases or decreases, we may sell securities in public primary offerings on Form S-3 with a value up to one-third of our public float, in each case calculated pursuant to General Instruction I.B.6 of Form S-3 and subject to the terms of the EDA. In the event that our public float increases above $75.0 million, we will no longer be subject to the limitations of General Instruction I.B.6 of Form S-3.

The offering pursuant to this prospectus supplement will terminate upon the sale of all Shares subject to this prospectus supplement. We may file one or more additional prospectus supplements to offer and sell the remaining Shares subject to the EDA. Once all Shares covered by the EDA are issued and sold, the EDA will terminate. The EDA may be terminated by us or by the Sales Agent at any time.

Our common stock and our IPO Warrants are listed on the Nasdaq Capital Market under the symbols “HSCS” and “HSCSW,” respectively. On October 6, 2026, the last reported sale price of our common stock on Nasdaq Capital Market was $3.77 per share and the price of our warrants was $0.06. Sales of our common stock, if any, under this prospectus supplement, will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Maxim is not required to sell any specific amount, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.  

As of October 6, 2026, the aggregate market value of our outstanding common stock held by non-affiliates was $23,159,765, which was calculated based on 4,453,801 outstanding shares of our common stock held by non-affiliates on October 6, 2026 and a price per share of $5.20, which was the closing price of our common stock on September 18, 2026 and is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the shelf securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting ordinary shares held by non-affiliates in any 12-month period as long as the aggregate market value of our outstanding ordinary shares held by non-affiliates is less than $75 million. During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold approximately $3.6 million worth of our securities pursuant to General Instruction I.B.6 of Form S-3.

As previously reported, on June 23, 2026, we entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) among us, Fortitude Mining Holdings, Inc., a Delaware corporation (“Fortitude Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Fortitude (“Fortitude HoldCo” and together with Fortitude Seller, “Fortitude”), and Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of ours. The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Transaction” and are expected to close (the “Closing”) in the fourth quarter of 2026, subject to customary closing conditions, including approval by the shareholders of HeartSciences. More information about HeartSciences, Fortitude and the Proposed Transaction is contained in the Preliminary Proxy Statement (as defined below).

In connection with the Proposed Transaction, HeartSciences filed an amended preliminary proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on October 6, 2026 (the “Preliminary Proxy Statement”) and may file additional relevant materials with the SEC from time to time. Following the filing of a definitive proxy statement with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE SECTION CAPTIONED “RISK FACTORS” IN THE PRELIMINARY PROXY STATEMENT. COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS ARE NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The Preliminary Proxy Statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporated by reference under the heading “Risk Factors” beginning on page S-15 of our Prospectus dated September 28, 2023, P-17 of the at-the-market offering prospectus, the section captioned “Item 1A — Risk Factors” in our most recently filed Annual Report on Form 10-K and in our most recently filed Quarterly Report on Form 10-Q, which we have incorporated by reference into this prospectus supplement, the at-the-market offering prospectus and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the at-the-market offering prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Maxim Group LLC

The date of this Prospectus Supplement is October 9, 2026.