[Form 4] HeartSciences Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

HeartSciences Inc. (HSCS) filed a Form 4 disclosing an insider equity award to its Chief Financial Officer, Danielle Watson.

On 9 July 2025, Ms. Watson received 25,000 stock options at an exercise price of $4.37 per share. The options expire on 9 July 2035.

• Vesting schedule: 33.3% after 12 months; the remaining 66.7% vests in 8.333% increments every three months, completing on 9 July 2028.
• Accelerated vesting: Options become fully exercisable sooner if the FDA clears the company’s MyoVista wavECG (or similar product) or upon a defined Change of Control.
• Post-grant holdings: 25,000 derivative securities, held directly by the CFO.

The grant is a routine, incentive-aligned award that introduces only modest potential dilution relative to the company’s share count.

Positive

• Alignment of interests: Options link CFO compensation to share price performance and critical FDA milestones.
• Retention incentive: Three-year vesting schedule encourages executive continuity through 2028.

Negative

• Potential dilution: Up to 25,000 new shares could enter the float if options are exercised.
• Accelerated vesting risk: FDA clearance or a change of control could bring dilution forward earlier than the planned schedule.

Insights

Financial Analyst

TL;DR: Routine CFO option grant; aligns incentives, negligible dilution; neutral near-term market impact.

The filing records a standard incentive package—25,000 ten-year options priced at $4.37. Vesting spans three years but can accelerate with FDA clearance or a corporate sale, tying management rewards to key value-creating milestones. Because the award equals a small fraction of common stock, immediate dilution risk is minimal and no cash expense arises unless the options are exercised, at which point the company would receive the strike proceeds. Overall, the disclosure is governance-related rather than fundamentally financial, so market impact should be muted.

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

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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^*

Watson Danielle

(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)

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

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. One-third of the options shall vest on the 12-month anniversary of the Effective Date, with an additional 8.333% of the options vesting on each of October 9, 2026 and thereafter on each successive three-month anniversary of such date, such that all options shall vest on July 9, 2028 (or earlier as described below), subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to the terms of the Plan. These options shall become fully-vested and may be exercised at any time at the Reporting Person's election upon the Issuer receiving regulatory clearance for its MyoVista wavECG device or AI-ECG algorithm (subject to certain requirements) (or similar such product owned by the Issuer) from the U.S. Food and Drug Administration, or a Change of Control (as defined in the Reporting Person's Employment Agreement (the "EA")). As of the date of this filing, such regulatory clearance has not been received.

3. These options expire ten years from the Effective Date, unless terminated sooner in accordance with the Issuer's 2023 Equity Incentive Plan, as amended (the "Plan") or the underlying options grant agreement.

Remarks:

Chief Financial Officer

	/s/ Danielle Watson	07/11/2025
	** 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 did HeartSciences (HSCS) file on 11 July 2025?

A Form 4 reporting a grant of 25,000 stock options to CFO Danielle Watson.

How many options were granted to HSCS CFO Danielle Watson?

25,000 stock options were awarded on 9 July 2025.

What is the exercise price of the new HSCS options?

The options have an exercise price of $4.37 per share.

When do the CFO’s options vest and become exercisable?

33.3% vest after 12 months; the rest vests quarterly, completing on 9 July 2028, or sooner upon FDA clearance or a change of control.

What is the expiration date of the granted options?

The options expire on 9 July 2035 unless exercised or terminated earlier.

Can the options vest earlier than scheduled?

Yes. Full vesting occurs immediately if the FDA clears MyoVista wavECG/AI-ECG or if a Change of Control takes place.