{"url_path":"/sec/hscs/8-k/2026-06-23/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1468492/0001213900-26-070862-index.html","accession_number":"0001213900-26-070862","cik":"0001468492","ticker":"HSCS","issuer_name":"HeartSciences Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1468492/0001213900-26-070862-index.html","primary_entity_key":"0001468492","primary_entity_name":"HeartSciences Inc."},"word_count":3721,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n \n\n \n\n \n\n**Item 1.01. Entry into a Material Definitive\nAgreement**\n\n \n\n**Merger Agreement**\n\n \n\nOn June 23, 2026, HeartSciences\nInc., a Texas corporation (“HeartSciences” or “Parent”), Fortitude Mining Holdings, Inc., a Delaware\ncorporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned\nsubsidiary of Seller (“Fortitude”), and Cordis Acquisition, LLC, a Delaware limited liability company and a direct,\nwholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger\nAgreement”).\n\n \n\nFortitude is a Zcash mining\nplatform, applying a venture mining approach across high-growth digital assets with a primary focus on Zcash, a privacy-preserving, Proof-of-Work\nasset built on Bitcoin’s core monetary principles. Fortitude is currently wholly-owned by Digital Currency Group, Inc. (“DCG”),\na company which invests in and operates companies focused on the cryptocurrency industry and decentralized technologies.\n\n \n\n*Transactions and Merger\nConsideration*\n\n \n\nThe Merger Agreement provides\nthat, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger (the\n“Effective Time”), Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the “Merger”)\nwith HeartSciences thereby becoming the sole managing member of the surviving company (the “Surviving Company”).\n\n \n\nThe Merger Agreement provides\nthat, prior to the Effective Time, subject to the receipt of the Parent Stockholder Approvals (as defined below), HeartSciences will file\na new Amended and Restated Certificate of Formation with the Secretary of State of the State of Texas in accordance with the applicable\nprovisions of the Texas Business Organizations Code (the “Parent New Charter”) that, among other things, will establish\na new class of Parent’s common stock, designated as Class V common stock, $0.0001 par value per share (the “Parent Class\nV Common Stock”), which will entitle the holder to one vote per share, and will have no economic rights. At Closing, the existing\ncommon stock of Parent, will have a $0.0001 par value per share, and will then be designated as Class A common stock (the “Parent\nClass A Common Stock”).\n\n \n\nPrior to the closing of the\ntransactions contemplated by the Merger Agreement (the “Transactions”), including the Merger (the “Closing”),\nParent will (i) form a new Delaware limited liability company (“Parent Sub”) as a direct wholly-owned subsidiary of\nParent, (ii) contribute substantially all of its assets and liabilities to Parent Sub, and (iii) contribute 100% of the limited liability\ncompany interests in Parent Sub to Merger Sub (the “Parent Contribution”). In addition, Seller will contribute all\nof its assets and liabilities to Fortitude, including 100% of the limited liability company interests in each of its direct Subsidiaries\n(as defined in the Merger Agreement) (the “Seller Contribution” and, together with the Parent Contribution, the “Contribution\nTransactions”).\n\n \n\nImmediately prior to the Effective\nTime, Seller will contribute all of its voting interests in Fortitude (“Fortitude Voting Units”) and $2,000,000 of cash or Zcash cryptocurrency (“Zcash”) to Parent in exchange for a number of shares of Parent Class V Common Stock\nequal to (A) the Closing Parent Common Stock Shares (as defined in the Merger Agreement) multiplied by (B) the Exchange Ratio (as calculated\npursuant to the terms of the Merger Agreement, subject to adjustment as provided therein), and a number of shares of Parent Class A Common\nStock equal to (x) $2,000,000 divided by (y) the Closing Parent Common Stock VWAP (as defined in the Merger Agreement) (collectively,\nthe “Contribution and Exchange”).\n\n \n\nAt the Effective Time, each\nnon-voting unit of Fortitude (each, a “Fortitude Non-Voting Unit”) issued and outstanding immediately prior to the\nEffective Time will be converted into the right to receive a number of non-voting units of the Surviving Company (each, a “Surviving\nCompany Non-Voting Unit” and, collectively, “Surviving Company Units”) equal to (i) the Closing Parent Common\nStock Shares, multiplied by (ii) the Exchange Ratio (collectively, the “Merger Consideration”).\n\n \n\nEach unit of Merger Sub issued\nand outstanding immediately prior to the Effective Time will be converted into a number of Surviving Company Non-Voting Units equal to\nthe number of shares of Parent’s common stock outstanding as of immediately prior to the Effective Time, as set forth in the Amended\nand Restated Limited Liability Company Agreement of the Surviving Company (the “A&R LLC Agreement”).\n\n \n\n1\n\n \n\n \n\nIn connection with the Transactions,\neach share of Parent’s Series C Convertible Preferred Stock, $0.001 par value per share (the “Parent Series C Preferred\nStock”), issued and outstanding immediately prior to the Effective Time will be converted into a number of shares of Parent\nClass A Common Stock as determined by dividing the then-effective Series C Original Issue Price by the then-effective Series C Conversion\nPrice (each as defined in the Certificate of Designations, Number, Voting Power, Preferences and Rights of Parent Series C Preferred Stock)\n(the “Mandatory Conversion”). Immediately prior to the Effective Time, each share of Parent’s Series D Convertible\nPreferred Stock, $0.001 par value per share (the “Parent Series D Preferred Stock”), issued and outstanding immediately\nprior to the Effective Time will be converted into one fully paid and nonassessable share of Parent Class A Common Stock in accordance\nwith the Certificate of Designations, Number, Voting Power, Preferences and Rights of Parent Series D Preferred Stock (the “Series\nD Forced Conversion”).\n\n \n\nImmediately prior to the Effective\nTime, HeartSciences will cause its transfer agent to issue to Seller shares of Parent Class V Common Stock and Parent Class A Common Stock,\neach as described above. Immediately after the Effective Time, Parent will contribute all of the cash or Zcash, as the case may be, received\nin the Contribution and Exchange to the Surviving Company in exchange for additional Surviving Company Non-Voting Units.\n\n \n\nFollowing the Closing, and\nsubject to any Pre-Closing PIPE Investment (as defined in the Merger Agreement) or other permitted equity issuances by Parent prior to\nClosing, (i) the aggregate number of shares of Parent Class V Common Stock and Parent Class A Common Stock issued to the equityholders\nof Fortitude pursuant to the Merger Agreement are expected to represent approximately 95.0% of the outstanding equity interests of Parent,\n(ii) Parent equityholders as of immediately prior to Closing are expected to own approximately 5.0% of the outstanding equity interests\nof Parent, in the aggregate, in the form of Parent Class A Common Stock, (iii) the equityholders of Fortitude will hold a number of Surviving\nCompany Non-Voting Units which are expected to represent approximately 95.0% of the outstanding Surviving Company Non-Voting Units in\nthe Surviving Company, and (iv) Parent will be the sole managing member of the Surviving Company and will hold all of the voting units\nof the Surviving Company and a number of Surviving Company Non-Voting Units which are expected to represent approximately 5.0% of the\noutstanding Surviving Company Non-Voting Units in the Surviving Company.\n\n \n\nThe Closing is expected to\ntake place during the second half of 2026, subject to the satisfaction of the closing conditions, including the requirement to obtain\nStockholder Approvals.\n\n \n\n*Governance of the Surviving\nCompany*\n\n \n\nFollowing the Merger, the\nlimited liability company agreement of Fortitude will be amended and restated in its entirety in the form of the A&R LLC Agreement\nto, among other things, permit the issuance of the Surviving Company Units, admit Parent as the sole managing member of the Surviving\nCompany, and establish the ownership of the Surviving Company Units by Seller and Parent.\n\n \n\nIn connection with the Closing,\n(i) Parent will take all necessary action to increase the size of its Board of Directors (the “Board”) as directed\nby Seller and appoint the individuals determined by Seller prior to the Closing to the Board effective as of the Effective Time (collectively,\nthe “Board Change”), (ii) it is expected that Andrew Simpson and David Wells, each a current member of the Board, shall\nremain on the Board after the Closing, and (iii) Andrea Childs will be named Chief Executive Officer and Erik Ellingson will be named\nChief Financial Officer of Parent, respectively (collectively, the “Officers Change”).\n\n \n\n*Representations, Warranties\nand Covenants*\n\n \n\nThe Merger Agreement contains\ncustomary representations, warranties and covenants of HeartSciences and Seller, including covenants relating to the conduct of the business\nof both HeartSciences and Seller from the date of signing the Merger Agreement through the Closing, obtaining the requisite approval of\nthe stockholders of HeartSciences and Seller (as sole member of Fortitude), maintaining the listing of Parent Class A Common Stock on\nthe Nasdaq Capital Market (“Nasdaq”) and applying for the continued listing of HeartSciences after the closing of the\nMerger on Nasdaq.\n\n \n\nThe Merger Agreement provides\nthat the parties will use their respective reasonable best efforts to take all actions reasonably necessary, proper or advisable to consummate\nand make effective, as promptly as reasonably practicable, the Transactions.\n\n \n\nUnder the terms of the Merger\nAgreement, HeartSciences has also agreed to certain restrictions on its ability to solicit Parent Acquisition Proposals (as defined in\nthe Merger Agreement) from third parties, to provide non-public information to third parties and to engage in discussions with third parties\nregarding Parent Acquisition Proposals, subject to customary exceptions.\n\n \n\n2\n\n \n\n \n\nIn connection with the Transactions,\nHeartSciences will prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement\n(together with any amendments or supplements thereto, the “Proxy Statement”) relating to a special meeting of HeartSciences’\nstockholders (the “Parent Stockholder Meeting”), and will seek the approval of HeartSciences’ stockholders with\nrespect to certain actions, including the following (collectively, the “Parent Stockholder Proposals”):\n\n \n\n(i)approval pursuant to Listing Rule 5635 of Nasdaq of (x) the\nissuance of shares of Parent Class V Common Stock as contemplated by the Merger Agreement and any issuance of shares of Parent Class\nA Common Stock pursuant to the Contribution and Exchange or a Pre-Closing PIPE Investment and (y) the change of control of HeartSciences\nresulting from the Transactions;\n\n \n\n(ii)approval of the Merger Agreement and the Transactions (including the Merger) pursuant to the Texas Business\nOrganizations Code (the “TBOC”);\n\n \n\n(iii)adoption of the Parent New Charter; and\n\n \n\n(iv)approval of an amendment and restatement of HeartSciences’\nequity incentive plan.\n\n \n\nThe Board has agreed to recommend\nthe approval of the Parent Stockholder Proposals to HeartSciences’ stockholders and to solicit proxies in support of each such approval\nthe Parent Stockholder Meeting. HeartSciences will hold a special meeting of shareholders to obtain Parent Stockholder Proposals as soon\nas practicable after the filing of the definitive Proxy Statement.\n\n \n\nUnder the Merger Agreement,\nHeartSciences has agreed that neither the Board nor any Board committee will fail to make, withdraw or qualify, amend or modify, in any\nmanner adverse to Seller, the Board’s recommendation in favor of the Parent Stockholder Proposals or otherwise make a Parent Adverse\nRecommendation Change (as defined in the Merger Agreement). Nonetheless, the Merger Agreement does contain a limited contractual ability\nfor the Board, in accordance with its fiduciary duties to HeartSciences’ stockholders, to make a Parent Adverse Recommendation Change,\n(i) upon receipt of a superior third-party acquisition proposal (a “Parent Superior Proposal”), subject to certain\nterms and conditions, including providing Seller with the required notice, or (ii) upon the occurrence of a Parent Intervening Event (as\ndefined in the Merger Agreement).\n\n \n\nUnder the Merger Agreement,\nHeartSciences has agreed to maintain the indemnification rights (including with respect to advancement of expenses) of the officers and\ndirectors of HeartSciences and Seller as in effect immediately prior to the Closing and maintain, for a period of at least six years following\nthe Closing, directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred\nat or before the Closing.\n\n \n\n*Conditions to Closing*\n\n \n\nThe Closing is subject to\nthe satisfaction or waiver of customary conditions, including, among other things, (i) receipt of the required approval of the Parent\nStockholder Proposals by the stockholders of HeartSciences and the consent of Seller (as sole member of Fortitude) (the “Seller\nConsent”), (ii) the expiration or termination of any applicable waiting period under the HSR Act, (iii) the accuracy of the\nrepresentations and warranties of the parties made in the Merger Agreement, subject to customary materiality qualifiers, (iv) compliance\nby the parties with their respective covenants and agreements under the Merger Agreement, (v) the approval for continued listing of Parent\nClass A Common Stock on Nasdaq after the Closing (including shares issued in connection with the Merger and any Pre-Closing PIPE Investment),\n(vi) the absence of any governmental order prohibiting the Merger and (vii) the absence of a material adverse effect with respect to the\nother party.\n\n \n\nIn addition, Seller’s\nobligation to complete the Closing is also subject to further conditions, including (i) Parent’s common stock not having been delisted\nfrom Nasdaq, (ii) the absence of any event that would reasonably be expected to result in HeartSciences being ineligible to register securities\nusing a Registration Statement on Form S-3 and (iii) conversion of Parent Series C Preferred Stock and Parent Series D Preferred Stock\ninto Parent Class A Common Stock.\n\n \n\n*Termination and Fees*\n\n \n\nThe parties may terminate\nthe Merger Agreement by mutual written agreement of HeartSciences and Seller. Either party may terminate the Merger Agreement (i) if any\ngovernmental order permanently restraining, enjoining or otherwise prohibiting the Merger becomes final and non-appealable, (ii) if the\nParent Stockholder Approvals are not obtained at the Parent Stockholder Meeting or any adjournment or postponement thereof at which the\nvote was taken or (iii) if the Merger is not consummated on or before the date that is seven (7) months after the date of the Merger Agreement\n(the “End Date”).\n\n \n\n3\n\n \n\n \n\nSeller may also terminate\nthe Merger Agreement if (i) the Board makes a Parent Adverse Recommendation Change, (ii) a breach of any representation or warranty or\nfailure to perform any covenant on the part of HeartSciences has occurred that would cause a closing condition not to be satisfied and\nhas not been cured within 20 days following written notice, (iii) Parent’s common stock is delisted from Nasdaq, or (iv) HeartSciences\nbecomes ineligible to register securities using a Registration Statement on Form S-3.\n\n \n\nHeartSciences may also terminate\nthe Merger Agreement if (i) the Seller Consent or the Seller Stockholder Consent (as defined in the Merger Agreement) has not been obtained,\nor (ii) a breach of any representation or warranty or failure to perform any covenant on the part of Seller has occurred that would cause\na closing condition not to be satisfied and has not been cured within twenty (20) days following written notice.\n\n \n\nIn the event that (i) Seller\nterminates the Merger Agreement following a Parent Adverse Recommendation Change, or HeartSciences or Seller terminates following a failure\nto obtain the Parent Stockholder Approvals at a time when the Merger Agreement was terminable by Seller following a Parent Adverse Recommendation\nChange, or (ii) under certain circumstances, a Parent Acquisition Proposal is publicly disclosed prior to the Parent Stockholder Meeting,\nand the Merger Agreement is terminated for failure to obtain the requisite approval of the HeartSciences Stockholder Proposals and, prior\nto the first anniversary of the termination of the Merger Agreement, HeartSciences enters into a definitive agreement relating to a Parent\nAcquisition Proposal (that is subsequently consummated) or consummates a transaction relating to a Parent Acquisition Proposal, then,\nin each case, HeartSciences will be required to pay Seller a termination fee of $2,500,000 (the “Parent Termination Fee”),\nplus Seller’s reasonable out-of-pocket fees and expenses incurred in connection with the Merger Agreement and the Transactions.\nIn addition, if HeartSciences terminates the Merger Agreement because the Seller Consent has not been obtained, Seller will be required\nto pay HeartSciences a termination fee of $6,000,000 (the “Fortitude Termination Fee”), plus HeartSciences’ reasonable\nout-of-pocket fees and expenses incurred in connection with the Merger Agreement and the Transactions.\n\n \n\n*Other Terms*\n\n \n\nThe foregoing description\nof the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,\nwhich is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein\nby reference.\n\n \n\nThe Merger Agreement is incorporated\nherein by reference only to provide investors with information regarding its terms. It is not intended to provide any other factual information\nabout Fortitude, Seller, Merger Sub or Parent. The representations, warranties and covenants contained in the Merger Agreement were made\nonly for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement,\nmay be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the\npurposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and\nmay be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors\nare not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any\ndescriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective\nsubsidiaries or affiliates or their respective businesses. Moreover, information concerning the subject matter of representations and\nwarranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in HeartSciences’\nor any other person’s public disclosures. Accordingly, the Merger Agreement is incorporated herein by reference only to provide\ninvestors with information regarding the terms of the Merger Agreement and should be read in conjunction with the disclosures in Parent’s\nperiodic reports and other filings with the SEC.\n\n \n\n**Voting and Support Agreements**\n\n \n\nIn connection with the execution\nand delivery of the Merger Agreement, and as a condition to the willingness of Seller to enter into the Merger Agreement, certain of the\nstockholders of HeartSciences, including certain holders of more than 50% of the outstanding shares of Parent Series C Preferred Stock\nentered into support agreements with Seller (the “Support Agreements”).\n\n \n\nPursuant to the Support Agreements,\nthe signing stockholders have agreed, among other things, to vote their respective shares of Parent’s common stock and Parent Series\nC Preferred Stock (i) in favor of the Parent Stockholder Approvals, (ii) in favor of any proposal to adjourn or postpone the Parent Stockholder\nMeeting, if necessary, to permit further solicitation of proxies, and (iii) against any action, agreement or transaction that is intended\nto, or would reasonably be expected to, impede, interfere with, delay, postpone or discourage the transactions contemplated by the Merger\nAgreement. In addition, the Support Agreements provide that all of the outstanding shares of Parent Series C Preferred Stock will be converted\ninto shares of Parent Class A Common Stock in accordance with the terms of the Merger Agreement.\n\n \n\nThe foregoing summary does\nnot purport to be complete and is qualified in its entirety by reference to the full text of the form of the Support Agreements, which\nis filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.\n\n \n\n4\n\n \n\n \n\n**Amended and Restated Limited Liability Company\nAgreement**\n\n \n\nIn connection with the Closing,\nthe limited liability company agreement of Fortitude will be amended and restated in its entirety in the form of the A&R LLC Agreement,\nwhich will become effective at the Effective Time. The A&R LLC Agreement will, among other things, (i) establish HeartSciences as\nthe sole managing member of the Surviving Company, (ii) provide for the issuance of two classes of limited liability company interests:\nthe Surviving Company Non-Voting Units and the Fortitude Voting Units, (iii) establish the ownership of the Surviving Company Units, and\n(iv) provide each holder of Surviving Company Non-Voting Units with the right to cause the Surviving Company to redeem all or any portion\nof such holder’s Surviving Company Non-Voting Units for, at HeartSciences’ election, either (A) shares of Parent Class A Common\nStock on a one-for-one basis or (B) a cash amount based on the volume-weighted average price of Parent Class A Common Stock.\n\n \n\n**Registration Rights Agreement**\n\n \n\nIn connection with the Closing,\nSeller, HeartSciences and the Surviving Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”),\nwhich will become effective at the Effective Time. The Registration Rights Agreement will provide, among other things, certain demand\nand “piggy-back” registration rights to the Seller.\n\n \n\n**Tax Receivable Agreement**\n\n \n\nIn connection with the Closing,\nSeller, HeartSciences and the Surviving Company will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”),\nwhich will become effective at the Effective Time. The Tax Receivable Agreement generally provides for the payment by HeartSciences to\npersons that from time to time become a party thereto of 85% of the net cash savings, if any, in U.S. federal, state and local income\ntax that HeartSciences (a) actually realizes with respect to taxable periods ending on or after the Closing or (b) are deemed to realize\nin the event the Tax Receivable Agreement terminates early at HeartSciences’ election, as a result of its breach or upon a change\nof control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations\nand certain changes to the composition of the Board after the Closing) with respect to any taxable periods ending on or after such early\ntermination event, in each case, as a result of, among other things, (i) Basis Adjustments (as defined in the Tax Receivable Agreement)\nand (ii) Imputed Interest (as defined in the Tax Receivable Agreement). HeartSciences will retain the benefit of the remaining 15% of\nthese cash savings, if any.\n\n \n\n**Tax Sharing Agreement**\n\n \n\nIn connection with the Closing,\nDCG, HeartSciences and the Surviving Company will enter into a Tax Sharing Agreement (the “Tax Sharing Agreement”),\nwhich will become effective at the Effective Time.\n\n \n\n**Waiver**\n\n \n\nIn connection with the Closing,\nwith the execution of the Merger Agreement, and as a condition to the willingness of Seller to enter into the Merger Agreement, a certain\nholder of HeartSciences’ promissory notes, dated as of September 6, 2024 and January 13, 2026 (collectively, the “Notes”),\n(i) consented to the execution of the Merger Agreement and the consummation of the Transactions, (ii) agreed not to exercise any of its\nredemption rights under Section 3 of each of the Notes for the period commencing on the execution of the Merger Agreement and ending upon\nthe earlier of (x) the consummation of the Transactions, and (y) October 31, 2026, and (iii) waived any prepayment rights under Section\n1.3 of each of the Notes that would be triggered by the Transactions (collectively, the “Waiver”)."}