Business Context and Reporting Period
Company: HeartSciences Inc. (HSCS)
Filing Type: Form 8-K (Current Report)
Date of Report: August 4, 2026
Reporting Period: Event-based report regarding Nasdaq listing compliance and a proposed merger transaction.
Key Financial Metrics
The filing does not provide current revenue, profit, cash flow, or margin data. The only specific financial metric disclosed is:
- Stockholders' Equity: $226,060 (as reported in the Annual Report on Form 10-K for the fiscal year ended April 30, 2026).
- Nasdaq Minimum Requirement: $2,500,000 (Rule 5550(b)(1)).
- Compliance Status: Non-compliant as of August 4, 2026.
Material Changes and Events
Nasdaq Delisting Notice: On August 4, 2026, HeartSciences received a letter from Nasdaq stating it failed to meet the minimum stockholders' equity requirement of $2.5 million. The company also failed to meet alternative compliance standards regarding market value of listed securities or net income from continuing operations.
Proposed Transaction: On June 23, 2026, HeartSciences entered into a definitive merger agreement with Fortitude Mining Holdings, Inc. ("Fortitude"), a digital asset mining platform. The transaction is structured as an all-stock combination. The Company intends to use the consummation of this transaction as the basis for its plan to regain Nasdaq compliance.
Guidance, Outlook, and Risks
Compliance Plan Timeline:
- Plan Submission Deadline: September 18, 2026 (45 calendar days from notice).
- Compliance Extension: If the plan is accepted, the Company may receive up to 180 calendar days (until January 31, 2027) to evidence compliance.
Management Commentary: Management intends to take all reasonable measures to regain compliance and remain listed on Nasdaq. There is no assurance that the Proposed Transaction will be consummated or that the compliance plan will be accepted by Nasdaq staff.
Risks and Contingencies:
- Delisting Risk: Failure to regain compliance could lead to suspension or delisting, which would likely reduce liquidity, market price, and the ability to access equity markets or provide equity incentives.
- Transaction Risk: The merger is subject to shareholder approval and other closing conditions. Failure to close could jeopardize the compliance plan.
- Operational Risk: Risks associated with Fortitude's business include the volatility of Zcash and other cryptocurrencies, as well as regulatory uncertainty regarding digital assets.
Investor Verification Checklist
- Verify the status of the preliminary proxy statement on Schedule 14A regarding the Fortitude merger.
- Confirm the submission of the compliance plan to Nasdaq by the September 18, 2026 deadline.
- Monitor shareholder voting results for the Proposed Transaction.
- Review the most recent Form 10-K and 10-Q filings for detailed financial condition beyond the equity figure cited.
- Assess the impact of potential delisting on the liquidity and trading of HSCS common stock and warrants (HSCSW).