HeartSciences Inc. Amends Merger Agreement with Fortitude Mining

What Happened

• HeartSciences Inc. filed a Form 8-K reporting Amendment No. 1 (dated July 27, 2026) to the Agreement and Plan of Merger originally entered June 23, 2026 among HeartSciences, Fortitude Mining Holdings, Inc. (Seller), Fortitude Mining HoldCo, LLC (Fortitude) and Cordis Acquisition, LLC (Merger Sub).
• The Amendment modifies the previously announced merger agreement to (i) replace the form of the A&R LLC Agreement to clarify certain redemption mechanics and (ii) replace the form of the Parent New Charter to provide for a proposed change to the requirements for HeartSciences shareholder action by written consent. The Amendment is filed as an exhibit to the 8-K.

Key Details

• Amendment date: July 27, 2026; Original Merger Agreement dated June 23, 2026.
• Parties: HeartSciences Inc., Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC, and Cordis Acquisition, LLC (Merger Sub).
• Main changes: revised A&R LLC Agreement (clarifies redemption mechanics) and revised Parent New Charter (alters proposed written-consent requirements for shareholder action).
• HeartSciences will file a proxy statement and related materials for a special stockholder meeting to vote on the transactions; proxy materials will include more detail and the named participants in the solicitation.

Why It Matters

• The Amendment updates key legal and governance terms of the proposed merger, which can affect how post‑closing LLC interests are redeemed and how HeartSciences shareholders can act by written consent—both material to shareholder rights and potential economic outcomes.
• Shareholder approval will be required; investors should review the forthcoming preliminary and definitive proxy statements (and the filed Amendment) for full terms before making any voting or investment decisions.