HeartSciences Inc. Announces $1.0M PIPE from Fortitude Ahead of Proposed Merger

What Happened

• HeartSciences filed an 8-K on August 18, 2026 disclosing a private placement (PIPE) under a Subscription Agreement dated August 12, 2026 in which it sold 411,522 shares of common stock to Fortitude Mining Holdings, Inc. at $2.43 per share (the 30‑day VWAP through August 11, 2026), generating gross proceeds of approximately $1.0 million.
• HeartSciences said it will use the net proceeds for operating expenses leading up to the expected closing of a previously disclosed proposed business combination (Merger Agreement dated June 23, 2026) with Fortitude and related parties.

Key Details

• Shares issued: 411,522 common shares at $2.43 per share; gross proceeds ≈ $1.0M.
• Ownership impact: After the PIPE, Fortitude owned approximately 9.4% of HeartSciences’ outstanding common stock (as of August 12, 2026).
• Securities treatment: The shares are ordinary common stock (no extra rights) but are not subject to the Exchange Ratio contemplated in the Merger Agreement; they were unregistered and issued relying on Section 4(a)(2) of the Securities Act.
• Regulatory / proxy status: HeartSciences previously filed a preliminary proxy on July 27, 2026 in connection with the proposed transaction and may file additional solicitation materials.

Why It Matters

• The PIPE provides near-term liquidity (≈ $1.0M) to fund HeartSciences’ operations as the company advances its planned business combination with Fortitude.
• The issuance increases Fortitude’s stake to ~9.4% and the shares’ exclusion from the Merger Agreement’s Exchange Ratio could affect how these shares are treated at closing — a material detail for shareholders evaluating the proposed transaction.
• Shares were issued privately (unregistered), so they cannot be resold in the U.S. without registration or an applicable exemption. Investors should review the definitive proxy and other SEC filings for full terms and potential risks before making investment decisions.