HeartSciences Inc. Announces Private Placement Related to Proposed Fortitude Merger

What Happened
HeartSciences Inc. filed a Form 8-K on August 19, 2026 to disclose a press release stating that on August 12, 2026 it consummated a private placement of 411,522 shares of its common stock to Fortitude Mining Holdings, Inc. at $2.43 per share. The sale was made in connection with the expected closing of the company’s previously reported proposed business combination with Fortitude; the press release is furnished as Exhibit 99.1 to the 8-K.

Key Details

• 411,522 shares of HeartSciences common stock were issued.
• Purchase price: $2.43 per share; gross proceeds = $999,998.46.
• Issuance date: August 12, 2026; 8-K/press release furnished on August 19, 2026.
• Purchaser: Fortitude Mining Holdings, Inc.; transaction tied to the previously announced Proposed Transaction.

Why It Matters
This disclosure confirms a near-$1.0M private placement to a counterparty involved in the planned business combination, which may affect the company’s cash position and share count. Retail investors should watch for subsequent SEC filings that disclose final terms of the business combination, any updates to the company’s capitalization table, and potential dilution or governance changes resulting from the Proposed Transaction. The 8-K furnishes the press release but does not provide additional material terms of the merger in this filing.