8-KFiled Aug 6, 8:00 PM ET

HeartSciences Inc. Notified of Nasdaq Listing Deficiency; $226K Equity

$HSCS · HeartSciences Inc.

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HeartSciences Inc. Notified of Nasdaq Listing Deficiency; $226K Equity

What Happened HeartSciences Inc. announced that on August 4, 2026 Nasdaq notified the company it does not meet Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity. In its Form 10-K for the year ended April 30, 2026, HeartSciences reported stockholders’ equity of $226,060. Nasdaq’s notice does not immediately suspend trading; the company has 45 calendar days (until September 18, 2026) to submit a plan to regain compliance, and if that plan is accepted the company may receive up to 180 days (to January 31, 2027) to evidence compliance.

HeartSciences said it believes its planned all‑stock merger with Fortitude Mining Holdings, Inc. (the “Proposed Transaction,” announced in a June 23, 2026 merger agreement) will form the basis of its compliance plan. HeartSciences has filed a preliminary proxy on Schedule 14A in connection with the Proposed Transaction and intends to submit the Nasdaq compliance plan by the deadline, but warned there is no assurance the plan will be accepted or that the company will regain compliance.

Key Details

  • Nasdaq notified HeartSciences on August 4, 2026 of noncompliance with Rule 5550(b)(1) (minimum $2,500,000 stockholders’ equity).
  • Reported stockholders’ equity: $226,060 (fiscal year ended April 30, 2026).
  • Deadline to submit compliance plan: September 18, 2026; possible extension to January 31, 2027 if plan accepted.
  • Proposed Transaction: definitive merger agreement with Fortitude Mining Holdings, Inc. dated June 23, 2026; preliminary proxy filed on Schedule 14A.

Why It Matters A Nasdaq listing deficiency can threaten the company’s continued listing if not cured, which could reduce liquidity and market value of the common stock and public warrants, limit access to equity financing, and impair the company’s ability to provide equity incentives or complete the Proposed Transaction. HeartSciences intends to use the merger with Fortitude as the basis for its compliance plan and will seek to remain listed, but there is no guarantee Nasdaq will accept the plan or that the company will regain compliance. Investors should monitor upcoming proxy materials and any Nasdaq filings for updates.