Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On August 19, 2026, HeartSciences
Inc. (the “Company” or “HeartSciences”) issued a press release announcing the consummation of the
previously reported sale and issuance to Fortitude Mining Holdings, Inc. (“Fortitude”) of an aggregate of 411,522 shares
(the “Shares”) of HeartSciences’ common stock, $0.001 par value per share, on August 12, 2026 at a purchase price of
$2.43 per Share in a private placement in connection with the expected closing of the previously reported proposed business combination
with Fortitude (the “Proposed Transaction”), a copy of which is furnished as Exhibit 99.1 to this Current Report
on Form 8-K (this “Current Report”).
The information provided in
this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of HeartSciences under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation
language in such filing, except as otherwise expressly set forth by specific reference in such filing.
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.