Business Context and Reporting Period
This Form 8-K Current Report was filed by HeartSciences Inc. on August 12, 2026. The filing discloses a material definitive agreement involving a private placement of equity securities. HeartSciences is an emerging growth company incorporated in Texas, with its principal executive offices in Southlake, Texas. The company is currently in the process of a proposed business combination with Fortitude Mining Holdings, Inc.
Key Financial Metrics
The filing details a specific capital raise event rather than providing comprehensive period-over-period financial statements (e.g., revenue, net income, or operating cash flow).
- Transaction Type: Private Placement (PIPE Investment).
- Shares Issued: 411,522 shares of Common Stock.
- Purchase Price: $2.43 per share (based on the 30-day volume-weighted average price through August 11, 2026).
- Gross Proceeds: Approximately $1.0 million.
- Use of Proceeds: Operating expenses leading up to the expected closing of the proposed merger with Fortitude.
- Investor Ownership: Following the transaction, Fortitude Mining Holdings, Inc. owns approximately 9.4% of HeartSciences' issued and outstanding Common Stock.
The filing text does not provide clear values for revenue, profit, margins, total debt, or liquidity positions outside of the proceeds from this specific transaction.
Material Changes
The primary material change is the issuance of new equity and the resulting increase in Fortitude's ownership stake. The shares issued are ordinary common stock without additional rights or preferences but are explicitly excluded from the Exchange Ratio contemplated by the previously reported Merger Agreement dated June 23, 2026. No other material changes to financial condition or operations are detailed in this specific report.
Outlook, Risks, and Contingencies
Outlook and Management Commentary: Management intends to use the net proceeds to fund operations until the closing of the proposed business combination with Fortitude. A preliminary proxy statement regarding the transaction was filed on July 27, 2026, with a definitive proxy statement expected to follow.
Risks and Contingencies: The filing highlights significant risks associated with forward-looking statements, including:
- Failure to complete the proposed transaction on the anticipated timeline or at all.
- Failure to satisfy closing conditions, including shareholder approval.
- Market and macroeconomic conditions affecting either company.
- Integration risks of the two companies.
- Operational risks related to Fortitude, specifically the volatility of Zcash and other cryptocurrency prices.
- Legal, commercial, regulatory, and technical uncertainties regarding digital assets.
Investor Verification Checklist
- Verify the terms of the Subscription Agreement (Exhibit 10.1) for any covenants or restrictions not summarized in the 8-K.
- Review the preliminary proxy statement filed on July 27, 2026, and the subsequent definitive proxy statement for details on the Merger Agreement and the Exchange Ratio.
- Confirm the status of shareholder approval required for the proposed business combination with Fortitude.
- Assess the volatility risks associated with Fortitude's cryptocurrency operations (Zcash) as disclosed in the risk factors.
- Monitor the company's cash burn rate to ensure the $1.0 million in proceeds is sufficient to reach the merger closing.