[Form 4] HeartSciences Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

HeartSciences Inc. (HSCS) filed a Form 4 disclosing that director Brian Szymczak received a new equity award on 9 July 2025. The grant consists of 25,000 stock options with an exercise price of $4.37 per share, issued under the company’s 2023 Equity Incentive Plan.

The option vests 25 % immediately on the effective date, while the remaining 75 % vests in equal tranches on every three-month anniversary thereafter, subject to the director’s continued board service. All unexercised options expire on 9 July 2035. Following the transaction, Szymczak beneficially owns 25,000 derivative securities, held directly. No open-market purchases or sales of common shares were reported.

Insights

Financial Analyst

TL;DR: Routine 25k-option grant; aligns director incentives, minimal dilution, neutral share-price impact.

This filing documents a standard compensation grant—25,000 options at a strike of $4.37. With no accompanying share sale or purchase, the transaction neither signals insider bullishness nor raises immediate dilution concerns. The share count is modest relative to typical public-company floats, and the ten-year term combined with staggered vesting promotes long-term alignment with shareholders. In the absence of other material developments, investors should view the event as neutral corporate housekeeping rather than a catalyst.

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

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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^*

Simpson Andrew

(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)
	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		275,000		(2)	07/09/2035(3)	Common Stock	275,000	(1)	275,000	D
Restricted Stock Units	$0	07/09/2025		A		68,750		(4)	(4)	Common Stock	68,750	$0	68,750	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.

4. Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person pursuant to the approval of the compensation committee of the Issuer's board of directors. The RSUs shall vest immediately upon the earlier of (i) FDA clearance of MyoVista Device (including AI algorithm) or (ii) the MyoVista Insights platform together with first AI algorithm, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date and subject to earlier full vesting upon a Change of Control (as defined in the EA) or such other earlier vesting acceleration conditions as provided in the EA. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) promptly after the applicable vesting date, (ii) the date of a Change of Control or (iii) such other earlier settlement as provided in the EA.

Remarks:

Chairman of the Board, President and Chief Executive Officer

	/s/ Andrew Simpson	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

How many options did HSCS director Brian Szymczak receive?

He was granted 25,000 stock options.

What is the exercise price of the new HSCS options?

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

When do the HeartSciences options start and finish vesting?

25 % vested on July 9 2025; the remaining 75 % vests in equal amounts every three months thereafter.

What is the expiration date of the HSCS option grant?

All unexercised options expire on July 9 2035.

Did the Form 4 report any open-market stock purchases or sales?

No. The filing only reports the grant of stock options; no shares were bought or sold.