HeartSciences (HSCS) awards 25,000 contingent RSUs to officer tied to merger vesting

Rhea-AI Filing Summary

Watson Danielle reported acquisition or exercise transactions in this Form 4 filing.

HeartSciences Inc. reported that company officer Danielle Watson received a grant of 25,000 Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan. Each RSU represents one share of common stock and was granted at $0.0000 per unit. The RSUs vest only if a merger closing occurs under a Merger Agreement dated June 22, 2026, and then in four equal installments every three months over one year, contingent on her continued employment.

Insights

Equity Compensation Analyst

Officer receives 25,000 contingent RSUs tied to merger closing and one-year service.

Company officer Danielle Watson was granted 25,000 RSUs at $0.0000 per unit under HeartSciences’ 2023 Equity Incentive Plan. Each vested RSU settles into one share of common stock, aligning part of her compensation with future equity value.

The award vests only if the merger closing under a Merger Agreement dated June 22, 2026 occurs. After that, 25% vests on the three-month anniversary of the closing, and 25% on each subsequent three‑month anniversary, fully vesting after one year, provided she remains employed or qualifies under specified termination rights.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Watson Danielle

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	25,000	$0.00	--

Holdings After Transaction: Restricted Stock Units — 25,000 shares (Direct, null)

Footnotes (1)

1. Represents the Issuer's restricted stock units (the "RSUs") granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan, as amended, pursuant to the approval of the Issuer's board of directors (the "Board"). Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock, $0.001 par value per share, upon satisfaction of the Conditions (as defined below). The RSUs shall vest subject to the satisfaction of the following conditions (the "Conditions"): (i) occurrence of a closing of the merger (the "Closing") pursuant to a Merger Agreement dated June 22, 2026, among the Issuer, Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC; and (ii) (x) 1/4th of the RSUs shall vest on the three-month anniversary of the date of the Closing and (y) thereafter, 1/4th of the RSUs shall vest on each subsequent three-month anniversary of the initial vesting date, such that all of the RSUs shall fully vest on the one-year anniversary of the date of the Closing, (continued to footnote 3) 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.

Key Figures

RSUs Granted: 25,000 RSUs Grant Price per RSU: $0.0000 per unit Underlying Common Shares: 25,000 shares +3 more

6 metrics

RSUs Granted 25,000 RSUs Restricted Stock Units granted to Danielle Watson as reported on Form 4

Grant Price per RSU $0.0000 per unit Stated transaction price for the RSU award

Underlying Common Shares 25,000 shares Each RSU is settled by delivery of one share of common stock

Initial Vesting Portion 1/4 of RSUs Vests on the three-month anniversary of the merger closing

Full Vesting Period One year after closing All RSUs fully vest on the one-year anniversary of the merger closing date

Merger Agreement Date June 22, 2026 Date of the Merger Agreement referenced in the RSU vesting conditions

Key Terms

Restricted Stock Units, 2023 Equity Incentive Plan, Merger Agreement, vesting

4 terms

Restricted Stock Units financial

"Represents the Issuer's restricted stock units (the "RSUs") granted to the Reporting Person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2023 Equity Incentive Plan financial

"granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan, as amended"

Merger Agreement regulatory

"pursuant to a Merger Agreement dated June 22, 2026, 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 financial

"The RSUs shall vest subject to the satisfaction of the following conditions"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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FAQ

What insider transaction did HeartSciences (HSCS) report for Danielle Watson?

HeartSciences reported that officer Danielle Watson received a grant of 25,000 Restricted Stock Units (RSUs). The RSUs were granted at $0.0000 per unit under the 2023 Equity Incentive Plan and may settle into common stock upon vesting.

How many RSUs did Danielle Watson receive from HeartSciences (HSCS) and at what price?

Danielle Watson received 25,000 RSUs from HeartSciences at a grant price of $0.0000 per unit. Each vested RSU will be settled in one share of HeartSciences common stock, subject to vesting conditions being met.

What are the vesting conditions for Danielle Watson’s RSUs at HeartSciences (HSCS)?

The 25,000 RSUs vest only if a merger closing occurs under a Merger Agreement dated June 22, 2026. After closing, they vest in four equal quarterly installments over one year, contingent on continuous employment or qualifying termination rights.

How is the merger related to Danielle Watson’s RSU grant at HeartSciences (HSCS)?

Vesting of Danielle Watson’s 25,000 RSUs depends on the closing of a merger under a Merger Agreement dated June 22, 2026 among HeartSciences and several entities. Without this closing, the vesting conditions tied to the RSUs are not satisfied.

Over what period will Danielle Watson’s HeartSciences (HSCS) RSUs fully vest?

If the merger closing occurs, 25% of the RSUs vest on the three-month anniversary of the closing. An additional 25% vests every three months thereafter, so all RSUs fully vest one year after the closing, assuming ongoing employment conditions are met.

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^*

Watson Danielle

(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)

	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)
07/07/2026

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

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
Restricted Stock Units	(1)	07/07/2026		A		25,000		(2)(3)	(2)(3)	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. Represents the Issuer's restricted stock units (the "RSUs") granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan, as amended, pursuant to the approval of the Issuer's board of directors (the "Board"). Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock, $0.001 par value per share, upon satisfaction of the Conditions (as defined below).

2. The RSUs shall vest subject to the satisfaction of the following conditions (the "Conditions"): (i) occurrence of a closing of the merger (the "Closing") pursuant to a Merger Agreement dated June 22, 2026, among the Issuer, Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC; and (ii) (x) 1/4th of the RSUs shall vest on the three-month anniversary of the date of the Closing and (y) thereafter, 1/4th of the RSUs shall vest on each subsequent three-month anniversary of the initial vesting date, such that all of the RSUs shall fully vest on the one-year anniversary of the date of the Closing, (continued to footnote 3)

3. 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.

Remarks:

Chief Financial Officer

	/s/ Danielle Watson	07/09/2026
	** 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)