HeartSciences Inc. (HSCS) entered into a Subscription Agreement with Fortitude Mining Holdings, Inc. for a private placement of 411,522 shares of common stock at $2.43 per share, raising gross proceeds of approximately $1.0 million.
The PIPE Investment is intended to fund operating expenses before the expected closing of HeartSciences’ proposed business combination with Fortitude under the June 23, 2026 Merger Agreement. Following this investment, Fortitude owns approximately 9.4% of HeartSciences’ issued and outstanding common stock. The unregistered shares were issued in reliance on the Securities Act Section 4(a)(2) exemption and are not subject to the Merger Agreement’s Exchange Ratio.
HeartSciences Inc. reported receiving a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. In its Form 10-K for the year ended April 30, 2026, the company reported stockholders’ equity of $226,060 and also did not meet the alternative market value or net income standards.
The company’s common stock and public warrants remain listed while it works on regaining compliance. HeartSciences has 45 calendar days, until September 18, 2026, to submit a compliance plan and, if accepted, could receive up to 180 days from August 4, 2026, or until January 31, 2027, to evidence compliance. Management is evaluating options, including consummating its previously announced all-stock merger with Fortitude Mining Holdings, Inc., and notes that any suspension or delisting could reduce liquidity, market price, access to equity financing, ability to grant equity incentives, and ability to complete the proposed transaction.
HeartSciences Inc. reported selected results for the fiscal year ended April 30, 2026 and outlined progress on its proposed all-stock business combination with Fortitude Mining Holdings, Inc., a vertically integrated digital asset mining platform anchored in Zcash. For Fiscal 2026, the company reported no meaningful revenue, cash and cash equivalents of approximately $1.7 million and shareholders’ equity of $0.2 million.
The company described the period as one of “transformational change,” citing the full commercial launch of its MyoVista Insights healthcare IT platform, deployment contracts with healthcare institutions, and submission of its MyoVista wavECG device to the FDA for 510(k) clearance, which is under review. A preliminary proxy statement has been filed describing the Fortitude transaction and an authorization for the board to implement, if needed to support Nasdaq listing requirements for the combined company, a reverse stock split within a range of 1-for-2 to 1-for-5. Forward-looking disclosures highlight uncertainties around completing and integrating the transaction and exposure to digital asset market volatility.
HeartSciences Inc. is progressing its Agreement and Plan of Merger with Fortitude Mining Holdings by providing audited Fortitude financials and unaudited pro forma combined information. Fortitude operates a digital asset mining business focused on Bitcoin, Zcash and other proof‑of‑work assets.
For the year ended December 31, 2025, Fortitude generated total revenues of $89,497 (in thousands) and recorded a net loss of $12,676 (in thousands). As of that date it reported total assets of $72,792 (in thousands), including cash of $9,995 (in thousands), property and equipment of $39,646 (in thousands) and digital assets of $3,413 (in thousands). Mining revenues from a related‑party pool operator accounted for $58,091 (in thousands) of 2025 revenues.
For the three months ended March 31, 2026, Fortitude reported total revenues of $19,225 (in thousands) and a net loss of $4,649 (in thousands). The company completed the Aurora, Nebraska mining asset acquisition for allocated consideration of $7,889 (in thousands), adding strategic power contracts and infrastructure, and concluded that existing resources should support at least 12 months of operations.
HeartSciences Inc. entered into Amendment No. 1 to its June 23, 2026 Agreement and Plan of Merger with Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC. The amendment replaces the form of the A&R LLC Agreement to clarify certain redemption mechanics.
The amendment also replaces the form of the Parent New Charter to provide for a proposed amendment to the requirements for HeartSciences shareholder action by written consent. HeartSciences plans to file a proxy statement with the SEC and mail it to stockholders in connection with the transactions contemplated by the amended merger agreement.
HeartSciences Inc. filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and highlighted a previously announced Merger Agreement providing for a proposed business combination with Fortitude Mining Holdings, Inc., an institutional-scale, vertically integrated venture mining platform anchored in Zcash and currently wholly owned by Digital Currency Group.
The company plans to file a preliminary proxy statement with the SEC shortly to seek shareholder approval for the transactions described in the Merger Agreement and then issue its fiscal 2026 earnings release and a business update, which it currently expects early the following week. Management states it believes the proposed Fortitude transaction offers a significant opportunity for shareholders by providing continued ownership in a business operating at scale and generating meaningful revenue, while allowing HeartSciences’ MyoVista Insights AI-ECG technology to continue advancing with greater focus.
HeartSciences Inc. is a Texas-based healthcare IT company focused on AI-enabled electrocardiography. Its core product, MyoVista Insights, is a cloud-native, device-agnostic ECG management and AI-ECG orchestration platform classified as an MDDS and exempt from FDA 510(k) clearance. Early adopter deployments began in 2025, with a major upgrade and Epic Toolbox designation in March 2026.
The company is also developing the MyoVista wavECG, a 12-lead ECG device designed to host embedded AI algorithms. A 510(k) submission was filed in December 2025 and remains under FDA review; clearance and algorithm integration are critical to the device’s future success.
Financially, HeartSciences remains early-stage, with Fiscal 2026 net loss of $9.1 million, accumulated deficit of $85.3 million, and stockholders’ equity of about $0.2 million as of April 30, 2026. Its auditor raised substantial doubt about its ability to continue as a going concern. The company expects further capital needs, has all assets pledged as collateral, and anticipates receiving a new Nasdaq notice because equity is below the $2.5 million listing threshold, creating delisting risk despite a prior 1-for-100 reverse split in 2024. HeartSciences qualifies as an emerging growth and smaller reporting company, allowing reduced disclosures.
HeartSciences Inc. reports changes to the employment arrangements for Chief Financial Officer Danielle Watson in connection with its planned merger with Fortitude Mining HoldCo, LLC. An amendment to her employment agreement adds severance protections if she is terminated without Cause or resigns for Good Reason, including six months of base salary, up to six months of company-paid or reimbursed COBRA premiums, and acceleration of unvested equity awards granted before the merger closing, subject to a release of claims.
The compensation committee also granted Ms. Watson an equity award of 25,000 restricted stock units under the 2023 Equity Incentive Plan, effective July 7, 2026 and subject to the merger closing. These RSUs vest in four equal installments every three months beginning three months after closing, fully vesting one year after closing, with full acceleration upon certain terminations without Cause, resignations for Good Reason, or a Change of Control other than the merger.
Watson Danielle reported acquisition or exercise transactions in this Form 4 filing.
HeartSciences Inc. reported that company officer Danielle Watson received a grant of 25,000 Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan. Each RSU represents one share of common stock and was granted at $0.0000 per unit. The RSUs vest only if a merger closing occurs under a Merger Agreement dated June 22, 2026, and then in four equal installments every three months over one year, contingent on her continued employment.
HeartSciences Inc. entered into a Merger Agreement under which its subsidiary will merge with Fortitude Mining HoldCo, LLC, making Fortitude the surviving company and HeartSciences the sole managing member after closing, subject to customary conditions and stockholder approval.
In connection with the planned transaction, CEO Andrew Simpson’s employment agreement was amended, and he received a retention equity award of 425,000 restricted shares of common stock that were issued on June 22, 2026. These shares are non-voting until they vest and will vest over one year after closing, with full acceleration upon certain terminations without cause, constructive termination, or a separate change of control.
The Compensation Committee also confirmed a $250,000 cash bonus for Mr. Simpson payable at closing of the transaction and approved a $50,000 discretionary cash bonus for CFO Danielle Watson tied to the proxy filing and closing. The Board approved an amendment to the 2023 Equity Incentive Plan to increase the share reserve by 475,000 shares, subject to shareholder approval, and conditionally expanded the Board from five to nine directors, with Andrea Childs and Erik Ellingson designated to become CEO and CFO at the effective time.