HeartSciences Inc. 8-K

What Happened

• On June 23, 2026 HeartSciences (HSCS) entered into a definitive Agreement and Plan of Merger to acquire Fortitude Mining Holdings, Inc. and its subsidiaries (Fortitude), a Zcash-focused Proof‑of‑Work mining platform currently owned by Digital Currency Group (DCG). Under the deal Merger Sub (a HeartSciences subsidiary) will merge into Fortitude, with HeartSciences becoming the sole managing member of the surviving company. Seller will contribute Fortitude and HeartSciences will form a Delaware subsidiary and transfer substantially all assets into Merger Sub prior to closing.
• Consideration and capital structure changes include Seller contributing Fortitude voting interests plus $2.0 million in cash or Zcash to HeartSciences in exchange for newly created Parent Class V (voting, no economic rights) and Class A common stock; Fortitude equityholders are expected to own ~95% of Parent post‑closing while existing HeartSciences equityholders are expected to hold ~5%. Closing is expected in the second half of 2026, subject to stockholder approvals, HSR clearance and Nasdaq continued‑listing approval.

Key Details

• Date/filed: Merger Agreement signed and disclosed on June 23, 2026; closing targeted H2 2026, subject to conditions and approvals.
• Consideration/ownership: Post‑closing ownership expected to be ~95% held by Fortitude equityholders and ~5% by current HeartSciences holders (in Parent Class A shares). Seller contributes Fortitude and $2.0M (cash or Zcash).
• Corporate/governance changes: HeartSciences will create a new Class V common stock and amend its charter; Board size will be increased as directed by Seller, Andrew Simpson and David Wells are expected to remain, and Andrea Childs is expected to be named CEO and Erik Ellingson CFO.
• Material deal economics and protections: Series C and D preferred shares will convert to Class A common at closing; a Tax Receivable Agreement will pay 85% of certain net cash tax savings to counterparties; termination fees of $2.5M (Parent termination fee in certain cases) and $6.0M (Fortitude termination fee if Seller consent not obtained) apply in specified scenarios.

Why It Matters

• Control and dilution: The transaction shifts nearly all economic ownership of the public company to Fortitude stakeholders (~95%), while HeartSciences retains voting control as sole managing member of the surviving LLC—this is a material change in ownership and business focus toward crypto mining.
• Approvals and listing risk: Closing depends on HeartSciences stockholder approvals, HSR clearance and Nasdaq’s approval for continued listing. Failure to secure approvals or continued listing could prevent the merger.
• Future obligations and cash flows: The Tax Receivable Agreement (85% of certain tax savings) and redemption/registration rights could create future cash obligations and affect liquidity. Investors should review the forthcoming proxy statement and related SEC filings for full transaction mechanics, dilution details and timing.