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BCS

Current Report · Items 1.01, 3.02, 9.01 · 8-K

HeartSciences Inc.

HSCSNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities

Item 1.01. Entry into a Material Definitive Agreement On August 12, 2026, HeartSciences Inc. (the “Company” or “HeartSciences”) sold and issued to Fortitude Mining Holdings, Inc., a Delaware corporation (“Fortitude”), an aggregate of 411,522 shares (the “Shares”) of HeartSciences common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.43 per Share (the “Purchase Pr…

Filed Aug 18, 2026Accepted Aug 18, 2026, 5:13 PM EDTCIK 1468492Accession 0001213900-26-091301
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Company context

HeartSciences is a healthcare information technology company advancing the use of ECG/EKGs through the integration of artificial intelligence. HeartSciences’ MyoVista Insights™ Platform is a cloud-native, vendor- and device-agnostic ECG management system designed to modernize ECG workflows and improve clinical efficiency and decision-making. The platform’s AI-ECG marketplace is designed to deliver AI-ECG algorithms into clinical workflows across a health system’s existing ECG equipment.

Current securities

Recent company filings

  1. DEFA14A filingOct 30, 2026
  2. DEFA14A filingOct 29, 2026
  3. DEFA14A filingOct 28, 2026
  4. DEFA14A filingOct 27, 2026
  5. DEFA14A filingOct 26, 2026

Registered securities in this filing

HEARTSCIENCES INC. · 8-K · Filed 2026-08-18

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock

Symbol
HSCS
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-08-122026-08-12_us-gaap_CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Warrants

Symbol
HSCSW
Exchange
NASDAQ
Classification
WARRANT
Status
Current
Filing context

Context: From2026-08-122026-08-12_custom_WarrantsMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000121390026091301 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement On August 12, 2026, HeartSciences Inc. (the “Company” or “HeartSciences”) sold and issued to Fortitude Mining Holdings, Inc., a Delaware corporation (“Fortitude”), an aggregate of 411,522 shares (the “Shares”) of HeartSciences common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.43 per Share (the “Purchase Price”) in a private placement (the “PIPE Investment”). The Purchase Price represented the 30 trading day volume weighted average price for HeartSciences Common Stock through August 11, 2026. The PIPE Investment was made pursuant to a subscription agreement (the “Subscription Agreement”) entered into between HeartSciences and Fortitude, dated as of August 12, 2026. The gross proceeds of the PIPE Investment were approximately $1.0 million. HeartSciences has agreed to use the net proceeds from the PIPE Investment for operating expenses in the period leading up to the expected closing of the previously reported proposed business combination with Fortitude (the “Proposed Transaction”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated June 23, 2026, among HeartSciences, Fortitude, Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC, as amended. Following the PIPE Investment, Fortitude owns approximately 9.4% of HeartSciences’ issued and outstanding Common Stock as of August 12, 2026. The Shares issued in the PIPE Investment represent ordinary shares of Common Stock without any additional rights or preferences, however, such shares are not subject to the Exchange Ratio (as defined in the Merger Agreement) contemplated by the Proposed Transaction. The Shares issued pursuant to the Subscription Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and will be issued in reliance upon the exemption from the registration requirement of the Securities Act, pursuant to Section 4(a)(2) thereof and similar exemptions under applicable state securities laws. HeartSciences relied on this exemption from registration based in part on representations made by Fortitude. The Shares may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The Subscription Agreement contains certain customary representations, warranties and agreements by each of HeartSciences and Fortitude, indemnification obligations of HeartSciences and Fortitude, and other obligations of the parties. The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. Additional Information and Where to Find It Communications related to each of Fortitude and HeartSciences, their respective businesses and the Proposed Transaction may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences filed a preliminary proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2026 and may file additional relevant materials with the SEC. Following the filing of a definitive proxy statement with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS ARE NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. Cautionary Note Regarding Forward-Looking Information Communications may contain forward-looking statements concerning HeartSciences, Fortitude and the Proposed Transaction and other matters. These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “potential,” “target,” “objective,” “intend,” and other words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. All statements HeartSciences and/or Fortitude make in communications that do not relate to matters of historical fact should be considered forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions as of the date of such communication and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, which may include, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval of the HeartSciences’ shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences or Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company; risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies; and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in such communications are discussed in HeartSciences’ filings with the SEC, including its Annual Report on Form 10-K, filed with the SEC on July 23, 2026 and its other reports filed with the SEC from time to time, and are discussed in the preliminary proxy statement filed by HeartSciences with the SEC in connection with the Proposed Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Any forward-looking statements made in such communications are made as of the date of the communication. Participants in the Solicitation HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of Digital Currency Group, Inc., the parent company of Fortitude, may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set forth in the preliminary proxy statement and other materials filed or that may be filed with the SEC in connection with the Proposed Transaction. No Offer or Solicitation Any information contained herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and conditions of the Merger Agreement, which contain the full terms and conditions of the Proposed Transaction.

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