Business Context and Reporting Period
This Form 8-K Current Report was filed by HeartSciences Inc. on September 16, 2026. The filing primarily addresses a proposed business combination (the "Proposed Transaction") between HeartSciences and Fortitude Mining Holdings, Inc. ("Fortitude"), originally announced via a Merger Agreement on June 23, 2026. Upon closing, HeartSciences is expected to be renamed "Fortitude Mining Group, Inc."
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction updates. It does not contain financial statements, revenue figures, profit data, cash flow metrics, debt levels, or liquidity ratios. Investors are directed to HeartSciences' Annual Report on Form 10-K (filed July 23, 2026) and Quarterly Report on Form 10-Q (filed September 14, 2026) for financial data.
Material Changes and Corporate Actions
- Executive Leadership Changes at Fortitude: The Fortitude Board approved the appointment of Jaime Leverton as Chief Executive Officer and a member of the Board of Directors, effective September 21, 2026.
- Role Transition for Andrea Childs: Andrea Childs is resigning from the Fortitude Board immediately and stepping down as CEO effective September 21, 2026. She will be appointed as Chief Operating Officer of Fortitude.
- Post-Merger Leadership: Jaime Leverton is anticipated to serve on the Board of Directors of the combined entity (Fortitude Mining Group, Inc.) and be appointed CEO upon the closing of the transaction.
Outlook, Risks, and Contingencies
Transaction Status: The Proposed Transaction is contingent upon shareholder approval and the satisfaction of closing conditions. A preliminary proxy statement was filed on July 27, 2026, with a definitive proxy statement to follow.
Key Risks Disclosed:
- Failure to complete the transaction on the anticipated timeline or at all.
- Failure to obtain requisite shareholder approval.
- Market and macroeconomic conditions affecting either company.
- Integration risks of the two companies.
- Operational risks specific to Fortitude, including the high volatility of Zcash and other cryptocurrency prices.
- Legal, commercial, regulatory, and technical uncertainties regarding digital assets.
Forward-Looking Statements: The filing includes standard disclaimers that forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.
Investor Verification Checklist
- Verify the status of the definitive proxy statement and the date of the special shareholder meeting to vote on the Proposed Transaction.
- Review the preliminary proxy statement filed on July 27, 2026, for detailed terms of the Merger Agreement.
- Examine HeartSciences' Form 10-Q (filed September 14, 2026) for the most recent financial position and liquidity status.
- Assess the specific risks associated with Fortitude's cryptocurrency mining operations and the volatility of Zcash.
- Confirm the final composition of the post-merger Board of Directors and executive team.