HeartSciences Inc. SEC Filings

HeartSciences Inc. is entering an all-stock merger with Fortitude Mining Holdings to create a Nasdaq-listed Zcash-focused mining company under the Fortitude brand. Fortitude’s management will lead the combined company, which is expected to trade under the ticker TUDE, while Digital Currency Group is expected to remain the largest and controlling shareholder.

For full year 2025, Fortitude generated approximately $90 million in gross revenue and $20 million in Adjusted EBITDA, and held about $13 million in cash and digital assets at year end. Through April 30, 2026, Fortitude produced approximately 51,785 ZEC, with a direct cash mining cost per coin of about $70 and a targeted pathway toward $40.

Fortitude currently owns and operates 48 megawatts of data center capacity across six U.S. sites and is targeting approximately 80 megawatts of total capacity by year end 2026. Illustrative scenarios presented on the call suggest Adjusted EBITDA of over $50 million at a Zcash price of $500 and over $120 million at $1,000. The transaction has been unanimously approved by both boards and is expected to close in the second half of 2026, subject to customary conditions including HeartSciences shareholder approval and completion of SEC proxy processes.

HeartSciences Inc. is pivoting its business through an all-stock merger with Fortitude Mining Holdings, a Zcash-focused digital asset miner. Fortitude equityholders are expected to receive about 95.0% of HeartSciences’ post-closing equity, leaving existing HeartSciences shareholders with roughly 5.0%.

The deal uses an Up‑C style structure with a new non-economic Class V voting stock and Surviving Company non‑voting units that can later be redeemed for Class A shares or cash. Closing is targeted for the second half of 2026, subject to shareholder approvals, Nasdaq listing conditions and other customary closing conditions. Fortitude’s management, led by CEO Andrea Childs, will take over the combined company, which is expected to rebrand as Fortitude and trade on Nasdaq under the ticker “TUDE.”

HeartSciences Inc. reported voting results from its Annual Meeting of Stockholders. Shareholders representing 1,973,863 shares, or 57% of the 3,477,698 shares entitled to vote as of March 6, 2026, were present, establishing a quorum.

Shareholders elected Andrew Simpson as a Class III director, approved an increase in shares reserved under the 2023 Equity Incentive Plan to 1,250,000 shares plus a formula-based annual add-on, and ratified Haskell & White LLP as independent auditor for the fiscal year ending April 30, 2026. A charter amendment to add limited officer exculpation did not obtain the required majority, while an adjournment proposal to allow additional proxy solicitation was approved.

HeartSciences Inc. is calling a virtual annual shareholder meeting on April 30, 2026 to vote on several governance and compensation matters. Shareholders of common stock and Series C preferred stock as of March 6, 2026 may participate and vote.

Key items include re-electing Andrew Simpson as the Class III director, and expanding the 2023 Equity Incentive Plan to reserve up to 1,250,000 shares of common stock plus an automatic “evergreen” increase. Shareholders will also vote on adding officer exculpation language to the certificate of formation, within limits allowed by recent Texas law.

Other proposals ask shareholders to ratify Haskell & White LLP as auditor for the year ending April 30, 2026 and to authorize potential adjournment of the meeting if additional proxy solicitation is needed. The proxy describes board structure, committee independence, director pay and current ownership, with three of five directors classified as independent.

HeartSciences Inc. reported fiscal third-quarter 2026 results and shared a business update. The healthcare IT company is focused on commercializing its MyoVista Insights ECG platform and has submitted its MyoVista wavECG device to the FDA for 510(k) premarket clearance, an important regulatory milestone.

The company reported no meaningful revenue for the quarter as it continues investing in commercialization. As of January 31, 2026, it held approximately $3.4 million in cash and cash equivalents and $2.7 million in shareholders’ equity. Full financial details are available in its Form 10-Q for the same period.

HeartSciences Inc. reported another loss-making quarter for the period ended January 31, 2026, with a nine‑month net loss of $6.4 million and minimal revenue of $4,319. Operating expenses were driven by research and development and general and administrative costs, while interest expense added further pressure.

Cash and cash equivalents were $3.4 million against $7.6 million in total assets and $4.9 million in total liabilities, leaving stockholders’ equity at $2.7 million. The company discloses substantial doubt about its ability to continue as a going concern and is relying on external financing, including a $3.6 million Streeterville note and a Series D preferred stock offering that raised about $6.7 million.

HeartSciences Inc. reports that it has regained compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement, which calls for at least $2.5 million in stockholders’ equity for companies on The Nasdaq Capital Market. Nasdaq’s Listing Qualifications Staff notified the company on September 16, 2025, that the issue is resolved and the matter is now closed. HeartSciences had previously submitted a plan to Nasdaq explaining how it would regain and maintain compliance after falling below the required equity level.

HeartSciences Inc. filed a current report to furnish a press release covering its financial and operating results for the quarter ended July 31, 2025, along with other business updates. The press release is included as Exhibit 99.1 and is incorporated by reference in this report. The company states that the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, so it is not subject to certain liability provisions of the Exchange Act or automatically incorporated into other securities filings.

HeartSciences, Inc. reported financing activity, corporate actions and development progress for its MyoVista wav ECG and cloud platform. The company completed a 100-for-1 reverse stock split and issued Units consisting of Series D Preferred Stock plus warrants, selling 1,317,689 Units for gross proceeds of approximately $4.6 million during the quarter and an additional 238,720 Units for approximately $0.8 million subsequent to period end, with up to $15.0 million available under the offering. Common shares outstanding increased to 2,281,054 as of July 31, 2025 from 1,119,107 on April 30, 2025. The company is preparing FDA submissions for the MyoVista wav ECG but does not yet have FDA clearances for AI-ECG algorithms. Inventory related to finished devices will be updated for limited field studies and may require additional write-downs if FDA clearance or market acceptance is not obtained. The company has loan obligations totaling $1.0 million from related-party lenders that accrue interest at 12% per annum (default 18%) and are secured by substantially all assets. HeartSciences currently notes a Nasdaq listing deficiency and is taking steps to regain compliance.