Business Context and Reporting Period
This Form 8-K Current Report is filed by HeartSciences Inc. (HSCS) for the reporting period of August 19, 2026. The filing discloses the consummation of a private placement transaction in connection with a proposed business combination with Fortitude Mining Holdings, Inc. ("Fortitude").
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The only specific financial data disclosed relates to the private placement transaction:
- Shares Issued: 411,522 shares of common stock.
- Purchase Price: $2.43 per share.
- Transaction Date: August 12, 2026.
- Total Proceeds: Approximately $1,000,000 (calculated as 411,522 shares x $2.43).
Material Changes
The primary material change reported is the issuance of new equity to Fortitude Mining Holdings, Inc. This transaction was executed to facilitate the expected closing of the proposed business combination between HeartSciences and Fortitude. No other material changes to operations or financial status are detailed in this specific filing.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The company is proceeding with the Proposed Transaction. A preliminary proxy statement was filed on July 27, 2026, and a definitive proxy statement is expected to be mailed to shareholders for a special meeting to vote on the transaction.
Risks and Contingencies: The filing highlights significant risks associated with the Proposed Transaction, including:
- Failure to complete the transaction on the anticipated timeline or at all.
- Failure to satisfy closing conditions, specifically obtaining requisite 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 cryptocurrencies.
- Legal, commercial, regulatory, and technical uncertainties regarding digital assets.
Unusual Items: The filing includes a standard cautionary note regarding forward-looking statements and clarifies that the SEC has not approved or disapproved the transaction.
Investor Verification Checklist
- Verify the terms and conditions of the Merger Agreement governing the Proposed Transaction.
- Review the preliminary and definitive proxy statements filed with the SEC for details on shareholder voting requirements.
- Assess the financial health and operational risks of Fortitude Mining Holdings, Inc., particularly regarding cryptocurrency volatility.
- Confirm the timeline for the special shareholder meeting and the expected closing date of the business combination.
- Monitor for any updates or amendments to the proxy materials that may affect the transaction's viability.