Business Context and Reporting Period
Company: HeartSciences Inc. (HSCS)
Filing Type: Form 8-K (Current Report)
Date of Report: July 7, 2026
Reporting Period: Events occurring on June 23, 2026, and July 7, 2026.
HeartSciences Inc. is an emerging growth company incorporated in Texas. The filing primarily discloses the execution of a Merger Agreement to acquire Fortitude Mining Holdings, Inc. and related compensatory arrangements for its Chief Financial Officer.
Key Financial Metrics
This filing is a Current Report (Form 8-K) and does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics. The document focuses on corporate transactions and executive compensation rather than operational financial performance.
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") and its subsidiary Fortitude Mining HoldCo, LLC ("Fortitude"). A wholly-owned subsidiary of HeartSciences ("Merger Sub") will merge with and into Fortitude, with HeartSciences becoming the sole managing member of the surviving entity.
- Executive Compensation Amendment: On July 7, 2026, HeartSciences amended the Employment Agreement with Danielle Watson, its Chief Financial Officer. The amendment provides for severance (six months' base salary, COBRA coverage, and 100% acceleration of unvested equity) if her employment is terminated without "Cause" or she resigns for "Good Reason" in connection with the Transactions.
- Equity Grant: On July 7, 2026, the Compensation Committee granted Ms. Watson 25,000 Restricted Stock Units (RSUs). These RSUs vest contingent on the Closing of the Merger and subsequent service, with full vesting occurring one year post-Closing unless accelerated by termination without Cause or a Change of Control.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The filing contains forward-looking statements regarding the timing and completion of the Transactions. Management expects to file a Proxy Statement to solicit stockholder approval for the Merger.
Risks and Contingencies:
- Closing Conditions: The Transactions are subject to satisfaction or waiver of conditions, including timely stockholder approval.
- Termination Risk: The Merger Agreement may be terminated if certain events occur or conditions are not met.
- Regulatory Status: The SEC has not approved or disapproved the Transactions or passed upon their fairness.
Investor Verification Checklist
- Verify the terms and conditions of the Merger Agreement with Fortitude Mining Holdings, Inc. in the upcoming Proxy Statement.
- Confirm the status of stockholder approval required to consummate the Transactions.
- Review the full text of the Watson Employment Agreement Amendment (Exhibit 10.1) and the RSU Grant Agreement (Exhibit 10.2) for specific definitions of "Cause," "Good Reason," and vesting schedules.
- Monitor future filings for the definitive Proxy Statement and any updates regarding the Closing date.