[Form 4] HeartSciences Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

HeartSciences Inc. (HSCS) filed a Form 4 showing that Chief Operating Officer, Secretary and Director Mark T. Hilz sold 4,416 shares of common stock on 29 Jul 2025 at a weighted-average price of $3.5374 (individual trades ranged $3.52–$3.57). The disposition was executed under a Rule 10b5-1 trading plan adopted 18 Mar 2025. After the sale, Hilz directly owns 4,752 shares and indirectly holds 41 shares through his daughter. No derivative securities were involved. Although the transaction is relatively small, it trims the executive’s direct stake and may be monitored by investors tracking insider sentiment.

Positive

• None.

Negative

• COO and Director Mark T. Hilz sold 4,416 shares, reducing his direct ownership to 4,752 shares, which could be viewed as a modest negative insider signal.

Insights

Securities Analyst

TL;DR: Small pre-planned insider sale; limited informational value for HSCS valuation.

The 4,416-share sale represents a modest reduction in Hilz’s holdings and was executed under a 10b5-1 plan, signalling no opportunistic timing. The post-sale balance of 4,752 shares suggests the officer still maintains exposure. Given HeartSciences’ micro-cap status, the dollar value is unlikely to be material to market cap or liquidity and therefore should have neutral impact on valuation models. Investors may still log the event as a slight negative for insider sentiment, but trading significance is minimal.

Corporate Governance Expert

TL;DR: 10b5-1 framework mitigates governance concerns around this executive sale.

Use of a pre-established Rule 10b5-1 plan indicates procedural compliance, reducing the risk of allegations of trading on non-public information. The filing’s transparency, including weighted-average pricing disclosure, meets best-practice standards. No derivatives or complex structures were used, and the executive retains a residual stake, aligning interests with shareholders. Overall governance impact is neutral; the sale does not raise red flags.

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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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^*

HILZ MARK T

(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
X	Officer (give title below)		Other (specify below)
	COO, Secretary and Director

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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
Common Stock, $0.001 par value	07/29/2025		S(1)		4,416	D	$3.5374(2)	4,752	D
Common Stock, $0.001 par value								41	I	See footnote(3)

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.52 to $3.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

3. Represents shares held by the Reporting Person's daughter.

	/s/ Mark Hilz	07/30/2025
	** 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

How many HeartSciences (HSCS) shares did Mark Hilz sell on 29 July 2025?

He sold 4,416 common shares.

What price range were the HSCS shares sold at?

Transactions occurred between $3.52 and $3.57, with a weighted-average price of $3.5374.

How many HSCS shares does Mark Hilz own after the sale?

He directly owns 4,752 shares and indirectly holds 41 shares through his daughter.

Was the transaction executed under a Rule 10b5-1 plan?

Yes, the sale was made pursuant to a 10b5-1 plan adopted on 18 Mar 2025.

Did the Form 4 disclose any derivative transactions?

No, no derivative securities were reported in this filing.