Simpson Andrew 4
4 · HeartSciences Inc. · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
HeartSciences (HSCS) CEO Andrew Simpson Receives 425,000-Share Award
What Happened Andrew Simpson — Chairman of the Board, President and Chief Executive Officer of HeartSciences (HSCS) — was granted 425,000 shares of the company’s common stock on 2026-06-22. The award is reported as an acquisition/award (code A). No per‑share price or total dollar value is specified in the filing; the shares were issued under the company’s 2023 Equity Incentive Plan as a retention bonus.
Key Details
- Transaction date: 2026-06-22; Form 4 filed: 2026-06-24 (timely filing).
- Transaction type/code: Award/grant (A). Price: N/A; value: N/A.
- Vesting: Shares are non‑votable until they vest. Vesting is conditioned on (1) closing of the merger under the Merger Agreement dated June 22, 2026, and (2) continued service: 25% vests 3 months after closing and then 25% each subsequent 3‑month anniversary, fully vesting one year after closing, subject to continuous employment and certain termination provisions (see footnotes F1–F3).
- Purpose: Awarded as a retention bonus to lead the closing of the merger, manage the legacy business post‑closing, and provide public‑company/transition support.
- Shares owned after the transaction: Not specified in the Form 4.
- Other: Filing notes this grant includes certain previously awarded shares with applicable vesting conditions (F4).
Context This was an equity award (retention grant), not an open‑market buy or sale. Vesting is contingent on the merger closing and continued service, so the grant does not currently confer voting rights or immediate liquidity. Because no grant price or market value is reported, the economic value and dilution impact depend on future events (the merger, vesting, and market price at issuance).
Insider Transaction Report
- Award
Common Stock, $0.001 par value
[F1][F2][F3][F4]2026-06-22+425,000→ 499,382 total
Footnotes (4)
- [F1]These shares of common stock of the Issuer (the "Shares") were granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan pursuant to the approval of the Issuer's board of directors (the "Board").
- [F2]The Shares, which are non-votable until they vest, shall vest subject to the satisfaction of all of the following conditions: (i) occurrence of a closing of the merger (the "Closing") pursuant to a Merger Agreement dated June 22, 2026 (the "Merger Agreement"), among the Issuer, Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC; and (ii) (x) 1/4th of the Shares shall vest on the three-month anniversary of the date of the Closing and (y) thereafter, 1/4th of the Shares shall vest on each subsequent three-month anniversary of the initial vesting date, such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that the Reporting Person is continuously employed in any capacity by the Issuer or any of its subsidiaries from the date of the Closing through each applicable vesting date, subject to certain qualifying termination rights by the Issuer or the Reporting Person.
- [F3]The Board awarded the Shares to the Reporting Person as a retention bonus in connection with the transactions contemplated by the Merger Agreement (the "Transactions") to lead the Issuer and its merger subsidiary's efforts to close the Transactions, to lead the Issuer's current legacy business after the Closing and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Issuer following the Closing.
- [F4]Includes certain shares of common stock previously awarded by the Board with applicable vesting conditions as previously reported.