Business Context and Reporting Period
This Form 8-K Current Report was filed by HeartSciences Inc. on August 20, 2026. The filing serves as a Regulation FD disclosure regarding a proposed business combination (the "Proposed Transaction") between HeartSciences and Fortitude Mining Holdings, Inc. ("Fortitude"). The transaction was governed by a Merger Agreement entered into on June 23, 2026.
Financial Metrics
This filing does not contain HeartSciences' standalone financial statements, revenue, profit, cash flow, or debt metrics. The report references a press release from Fortitude Mining Holdings, Inc. (Exhibit 99.1) detailing Fortitude's financial and operating highlights for the quarter ended June 30, 2026, but the specific numerical values from that press release are not included in the text of this 8-K.
Material Changes
The primary material event is the progression of the Proposed Transaction. HeartSciences filed a preliminary proxy statement on Schedule 14A with the SEC on July 27, 2026. The company intends to mail a definitive proxy statement and proxy card to shareholders for a special meeting to vote on the transaction.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The filing contains forward-looking statements regarding the anticipated timeline and completion of the merger. Management notes that the transaction is subject to conditions, including shareholder approval.
Risks and Contingencies: The filing highlights several material risks that could prevent the transaction from closing or cause actual results to differ from expectations:
- Failure to satisfy closing conditions, including obtaining requisite shareholder approval.
- Market, macroeconomic, or other conditions adversely affecting either company.
- Risks related to the integration of the two companies.
- Operational risks specific to Fortitude, including the highly volatile nature of Zcash and other cryptocurrency prices.
- Legal, commercial, regulatory, and technical uncertainties regarding digital assets.
Unusual Items: The filing explicitly states that neither the SEC nor any state securities regulatory agency has approved or disapproved the transaction or passed upon its merits or fairness.
Key Facts for Investor Verification
- Verify the terms of the Merger Agreement and the exchange ratio for the Proposed Transaction in the preliminary proxy statement filed on July 27, 2026.
- Review Fortitude Mining Holdings, Inc.'s press release (Exhibit 99.1) for specific financial performance data for the quarter ended June 30, 2026, as this data is not detailed in the 8-K text.
- Monitor the status of the definitive proxy statement and the scheduled special meeting for shareholder voting.
- Assess the specific risks associated with Fortitude's cryptocurrency mining operations and the volatility of digital asset prices.