[Form 4] HeartSciences Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Form 4 for HeartSciences Inc. (HSCS) discloses a new equity award to director Bruce Bent. On 07/09/2025 he received 25,000 non-derivative stock options under the 2023 Equity Incentive Plan at an exercise price of $4.37 per share, expiring on 07/09/2035. Vesting terms: 25 % vested immediately and the remaining 75 % will vest in equal quarterly tranches over the next nine months, subject to continued board service. The grant is compensation-related; no open-market purchase or sale of common shares occurred, so cash flow and immediate dilution effects are minimal. Following the grant, Bent directly holds the 25,000 options; no indirect ownership is reported.

Insights

Securities Analyst

TL;DR: Routine director option grant; aligns incentives, negligible dilution, neutral to share price.

The filing reflects standard board compensation rather than an opportunistic trade. A 25,000-unit grant is small relative to typical micro-cap floats and carries a 10-year term at a strike set above current price (not provided here), so the award is only valuable if the company appreciates. Immediate vesting of 6,250 options boosts alignment, while staggered quarterly vesting supports director retention. No change to insider share count or cash proceeds until exercise, so fundamental valuation and liquidity are unaffected at this stage. Overall market impact is neutral; investors may view ongoing equity-based pay as ordinary course.

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
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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^*

Bent Bruce

(Last) (First) (Middle)

C/O HEARTSCIENCES INC.,

550 RESERVE STREET, SUITE 360

(Street)

SOUTHLAKE TX 76092

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HeartSciences Inc. [ HSCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Stock Option (Right to Buy)	$4.37(1)	07/09/2025		A		25,000		(2)	07/09/2035(3)	Common Stock	25,000	(1)	25,000	D

Explanation of Responses:

1. These options were granted to the Reporting Person effective as of July 9, 2025 (the "Effective Date"), pursuant to the approval of the compensation committee of the Issuer's board of directors.

2. The options shall vest and be exercisable as follows: one-fourth of the options vested on the Effective Date and the remainder of the options shall vest in equal increments thereafter on each successive three-month anniversary of the Effective Date, subject to the Reporting Person's continued service on the Board through each applicable vesting date and subject to the terms of the Issuer's 2023 Equity Incentive Plan, as amended (the "2023 Plan").

3. These options expire ten years from the Effective Date, unless terminated sooner in accordance with the Issuer's 2023 Plan or the underlying options grant agreement.

	/s/ Bruce Bent	07/14/2025
	** 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.

FAQ

What insider transaction was filed for HSCS on 07/14/2025?

Director Bruce Bent reported receiving 25,000 stock options with a $4.37 strike price granted on 07/09/2025.

How do the HeartSciences options granted to Bruce Bent vest?

25 % vested immediately; the remaining 75 % vests in equal installments every three months over the next nine months.

What is the exercise price and expiration date of the HSCS director options?

The options are exercisable at $4.37 and expire on 07/09/2035, ten years from the grant date.

Did the Form 4 indicate any open-market buys or sells by the director?

No. The filing shows a compensation-related option grant; no common shares were bought or sold.

Does the option grant materially dilute existing HSCS shareholders?

Dilution impact is minimal given the modest 25,000-share option size relative to the company’s outstanding shares.