Business Context and Reporting Period
Company: HeartSciences Inc. (HSCS)
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2026
Key Event: Execution of an Agreement and Plan of Merger with Fortitude Mining Holdings, Inc. ("Seller") and its subsidiary Fortitude Mining HoldCo, LLC ("Fortitude"). The transaction involves a merger subsidiary of HeartSciences merging with Fortitude, resulting in HeartSciences becoming the sole managing member of the surviving company.
Financial Metrics
This filing is a Current Report regarding a material corporate transaction and does not contain audited financial statements, revenue, profit, cash flow, or debt metrics for the reporting period. The filing focuses on transactional terms, executive compensation, and governance changes.
Material Changes and Transaction Details
- Merger Agreement: Dated June 23, 2026, between HeartSciences, Fortitude Mining Holdings, Inc., and Cordis Acquisition, LLC. The transaction is subject to conditions, including stockholder approval.
- Executive Leadership Changes (Effective at Closing):
- CEO: Andrea Childs will replace Andrew Simpson.
- CFO: Erik Ellingson will replace Danielle Watson.
- Board Composition: Board size increased from five to nine directors to accommodate appointments by the Seller. Andrew Simpson and David Wells are expected to remain on the Board.
- Equity Incentive Plan Amendment: The Board approved an amendment to increase the maximum aggregate number of shares available under the 2023 Equity Incentive Plan by 475,000 shares, subject to shareholder approval.
Compensation, Guidance, and Risks
Executive Compensation Arrangements
- Andrew Simpson (Outgoing CEO):
- Employment Amendment: Term restarts at Closing for one year with automatic one-year renewal options. Definitions of "Just Cause" and "Constructive Termination" were revised.
- Retention Bonus: Award of 425,000 restricted shares of common stock. Vesting is contingent on the Closing and continued employment, vesting in four equal tranches over one year post-Closing. Acceleration occurs upon termination without Cause or Change of Control.
- Cash Bonus: $250,000 discretionary cash bonus previously awarded for a change of control is deemed fully satisfied upon Closing.
- Danielle Watson (Outgoing CFO):
- Cash Bonus: Discretionary cash bonus of $50,000. Up to $30,000 payable after Proxy Statement filing; $20,000 payable immediately upon Closing.
Risks and Forward-Looking Statements
The filing includes standard cautionary notes regarding forward-looking statements. Key risks include:
- Failure to satisfy conditions to closing, including the failure to obtain timely stockholder approval.
- Termination of the Merger Agreement by either party.
- Uncertainty regarding the timing and completion of the Transactions.
Key Facts for Investor Verification
- Transaction Status: Verify the status of the Merger Agreement and whether conditions precedent (e.g., shareholder vote) have been met.
- Proxy Statement: Review the upcoming Proxy Statement for detailed biographies of new directors (Andrea Childs, Erik Ellingson) and the full terms of the merger.
- Equity Dilution: Assess the impact of the 425,000 restricted shares granted to Andrew Simpson and the 475,000 share increase to the Equity Incentive Plan on existing shareholders.
- Management Transition: Confirm the effective date of the leadership transition from Simpson/Watson to Childs/Ellingson.
- Regulatory Approval: Monitor for any regulatory filings or approvals required for the merger with Fortitude Mining Holdings.