Business Context and Reporting Period
Company: HeartSciences Inc. (HSCS)
Filing Type: Form 8-K (Current Report)
Date of Report: July 23, 2026
Reporting Period: This filing serves as a notification of the filing of the Annual Report on Form 10-K for the fiscal year ended April 30, 2026, and provides updates on a proposed merger transaction.
Key Financial Metrics
This Form 8-K is a disclosure of material events and does not contain specific financial performance data (revenue, profit, cash flow, margins, debt, or liquidity) for the current period. The filing references the Form 10-K for the fiscal year ended April 30, 2026, as the source for financial statements, but the numerical values are not included in this text.
Material Changes and Transactions
- Merger Agreement: On June 23, 2026, HeartSciences entered into an Agreement and Plan of Merger with Fortitude Mining Holdings, Inc. ("Seller"), Fortitude Mining HoldCo, LLC ("Fortitude"), and Cordis Acquisition, LLC ("Merger Sub").
- Transaction Status: The company expects to file a preliminary proxy statement shortly to solicit stockholder approval for the proposed Transactions.
- Regulatory Disclosure: The filing includes a Regulation FD disclosure regarding the press release and the upcoming proxy statement.
Guidance, Outlook, and Risks
- Outlook: Management anticipates filing a preliminary proxy statement with the SEC soon. A definitive proxy statement will be mailed to stockholders once a record date is established.
- Risks and Contingencies:
- The Transactions are subject to stockholder approval and other conditions outlined in the Merger Agreement.
- The SEC and state securities agencies have not approved or disapproved the transactions, nor have they passed upon the merits or fairness of the deal.
- Investors are urged to read the preliminary and definitive proxy statements before making any voting or investment decisions.
- Participants in Solicitation: Directors and executive officers of HeartSciences, Fortitude, Seller, and Digital Currency Group, Inc. are deemed participants in the proxy solicitation.
Investor Verification Checklist
- Verify the terms of the Merger Agreement and the proposed consideration for HeartSciences stockholders in the upcoming Proxy Statement.
- Review the Form 10-K for the fiscal year ended April 30, 2026, filed on July 23, 2026, for audited financial results.
- Confirm the record date for the special meeting of stockholders to vote on the Transactions.
- Assess the interests and ownership stakes of the participants in the solicitation, including Digital Currency Group, Inc.
- Monitor for the filing of the definitive Proxy Statement for complete details on the Transactions.