HeartSciences (HSCS) awards 425,000-share retention grant tied to merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Simpson Andrew
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, $0.001 par value | 425,000 | $0.00 | -- |
Holdings After Transaction:
Common Stock, $0.001 par value — 499,382 shares (Direct, null)
Footnotes (1)
- These shares of common stock of the Issuer (the "Shares") were granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan pursuant to the approval of the Issuer's board of directors (the "Board"). The Shares, which are non-votable until they vest, shall vest subject to the satisfaction of all of the following conditions: (i) occurrence of a closing of the merger (the "Closing") pursuant to a Merger Agreement dated June 22, 2026 (the "Merger Agreement"), among the Issuer, Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC; and (ii) (x) 1/4th of the Shares shall vest on the three-month anniversary of the date of the Closing and (y) thereafter, 1/4th of the Shares shall vest on each subsequent three-month anniversary of the initial vesting date, such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, 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. The Board awarded the Shares to the Reporting Person as a retention bonus in connection with the transactions contemplated by the Merger Agreement (the "Transactions") to lead the Issuer and its merger subsidiary's efforts to close the Transactions, to lead the Issuer's current legacy business after the Closing and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Issuer following the Closing. Includes certain shares of common stock previously awarded by the Board with applicable vesting conditions as previously reported.
Key Figures
Shares granted: 425,000 shares
Grant price per share: $0.0000 per share
Total shares after grant: 499,382 shares
+3 more
6 metrics
Shares granted
425,000 shares
Common Stock grant under 2023 Equity Incentive Plan
Grant price per share
$0.0000 per share
Awarded as compensation, no purchase price paid
Total shares after grant
499,382 shares
Direct holdings following the reported transaction
Initial vesting tranche
1/4 of shares
Vests three months after merger closing
Full vesting period
One year after closing
All shares vest one year post-closing if employment continues
Merger Agreement date
June 22, 2026
Merger Agreement among Issuer and related entities
Key Terms
2023 Equity Incentive Plan, retention bonus, Merger Agreement, vesting conditions, +1 more
5 terms
2023 Equity Incentive Plan financial
"were granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan"
retention bonus financial
"The Board awarded the Shares to the Reporting Person as a retention bonus in connection with the transactions"
Merger Agreement regulatory
"pursuant to a Merger Agreement dated June 22, 2026 (the "Merger Agreement"), 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 conditions financial
"The Shares, which are non-votable until they vest, shall vest subject to the satisfaction of all of the following conditions"
Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.
non-votable financial
"The Shares, which are non-votable until they vest, shall vest subject to the satisfaction"
FAQ
What did Andrew Simpson receive in this HeartSciences (HSCS) Form 4 filing?
Andrew Simpson received a grant of 425,000 HeartSciences common shares at no cost. The award was made under the 2023 Equity Incentive Plan and serves as a retention bonus connected to a planned merger under a Merger Agreement dated June 22, 2026.