HeartSciences (Nasdaq: HSCSW) details Reg A funding and debt swap

Rhea-AI Filing Summary

HeartSciences Inc. reports progress on its Regulation A offering and a related debt exchange that change its mix of cash, debt, and equity. The company’s qualified Form 1-A allows an offering of up to 4,285,714 units at $3.50 per unit, for a maximum of $15,000,000. Each unit includes one share of Series D preferred stock and a warrant to buy one share of common stock at $5.00 per share.

As of August 22, 2025, HeartSciences has received $5.2 million of gross proceeds, issuing 1,484,440 units. Holders of 979,851 Series D preferred shares have already converted them into 979,851 common shares. Separately, the company has exchanged $1,655,000 of an unsecured promissory note for 461,572 common shares, reducing that note’s principal. After these transactions, 2,535,066 common shares are issued and outstanding as of August 22, 2025.

Insights

Equity Capital Markets Analyst

HeartSciences adds Reg A cash and cuts debt via share issuance.

HeartSciences Inc. is using a Regulation A unit offering to raise equity-linked capital while also converting debt into common stock. The qualified offering permits sales of up to 4,285,714 units at $3.50 each, for a maximum of $15,000,000 in proceeds, with each unit pairing Series D preferred stock and a common stock warrant exercisable at $5.00 per share.

By August 22, 2025, the company had raised $5.2 million of gross proceeds through 1,484,440 units. A substantial portion of the Series D preferred from these units has already been converted, with 979,851 preferred shares becoming 979,851 common shares, while the attached warrants remain as potential future dilution depending on exercise.

In parallel, HeartSciences exchanged $1,655,000 of an unsecured promissory note for 461,572 common shares, reducing that note’s principal. Following the conversions and the debt exchange, 2,535,066 common shares are issued and outstanding as of August 22, 2025. The overall impact combines added equity capital, reduced debt, and increased common share count, with future effects tied to any additional unit sales and warrant exercises disclosed in subsequent filings.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2025

HEARTSCIENCES INC.

(Exact name of Registrant as Specified in Its Charter)

Texas			001-41422	26-1344466
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
550 Reserve Street, Suite 360
Southlake, Texas				76092
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 682 237-7781

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		HSCS		The Nasdaq Stock Market LLC
Warrants		HSCSW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Regulation A Offering

As previously disclosed, on February 12, 2025, HeartSciences, Inc. (the “Company”) filed an Offering Statement on Form 1-A (File No. 024-12572) (as amended and supplemented from time to time, the “Form 1-A”), with the U.S. Securities and Exchange Commission (the “SEC”) and which was qualified by the SEC on March 10, 2025, to register the offering of up to 4,285,714 units of the Company (the “Units”) at an offering price of $3.50 per Unit, for a maximum offering amount of $15,000,000 worth of Units (collectively, the “Offering”). Each Unit consists of one share of the Company’s Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) and one warrant (each a “Warrant” and collectively the “Warrants”) to purchase one share of the Company’s common stock, $0.001 par value per share (the “common stock”), at an exercise price of $5.00 per share.

As of August 22, 2025, the Company has received a total of $5.2 million of gross proceeds, resulting in the issuance of 1,484,440 Units, as a result of several closings of the Offering. As of August 22, 2025, holders of 979,851 shares of Series D Preferred Stock, received as part of the issued Units, have elected to convert such shares of Series D Preferred Stock into 979,851 shares of common stock (the “Reg A Issuance”).

Debt Exchange

As of August 22, 2025, the Company has exchanged $1,655,000 of an unsecured promissory note issued to a certain third party in September 2024 for 461,572 shares of the Company’s common stock, reducing the principal amount of such note by such amount (the “Debt Exchange”).

As a result of the Reg A Issuance and the Debt Exchange, there are 2,535,066 shares of common stock issued and outstanding as of August 22, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit 104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			HEARTSCIENCES INC.
Date:	August 22, 2025	By:	/s/ Andrew Simpson
			Andrew Simpson President, Chief Executive Officer and Chairman of the Board of Directors

FAQ

What Regulation A offering did HeartSciences Inc. (HSCSW) describe?

HeartSciences described a Regulation A offering qualified on March 10, 2025, covering up to 4,285,714 units at an offering price of $3.50 per unit, for a maximum of $15,000,000 of units.

What does each HeartSciences Reg A unit consist of?

Each unit consists of one share of Series D Preferred Stock and one warrant to purchase one share of common stock at an exercise price of $5.00 per share.

How much has HeartSciences Inc. raised so far in the Reg A offering?

As of August 22, 2025, HeartSciences has received $5.2 million of gross proceeds from the Reg A offering, resulting in the issuance of 1,484,440 units.

How many Series D Preferred shares have been converted to common stock at HeartSciences?

As of August 22, 2025, holders of 979,851 Series D Preferred shares issued in the units have elected to convert them into 979,851 shares of common stock.

What debt exchange did HeartSciences Inc. complete?

As of August 22, 2025, HeartSciences exchanged $1,655,000 of principal on an unsecured promissory note issued in September 2024 for 461,572 shares of common stock, reducing the note’s principal by that amount.

How many HeartSciences common shares are outstanding after the Reg A issuance and debt exchange?

Following the Reg A share issuance and the debt exchange, there are 2,535,066 shares of common stock issued and outstanding as of August 22, 2025.