{"url_path":"/sec/hscs/8-k/2026-06-23/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","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":1342,"has_tables":true,"body_markdown":"**Item 7.01. Regulation FD Disclosure.**\n\n \n\n*Press Release on Announcing the Merger &\nRelated Transactions*\n\n \n\nOn June 23, 2026, HeartSciences,\ntogether with Seller, issued a press release announcing the Merger and related transactions, a copy of which is furnished as Exhibit 99.1\nto this Current Report.\n\n \n\n*Corporate Presentation and Certain Financial Information of Fortitude*\n\n \n\nIn connection with the Merger,\nHeartSciences is furnishing copies of a corporate presentation and certain financial information of Fortitude as Exhibits 99.2 and\n99.3 to this Current Report, respectively.\n\n \n\nThe information provided in\nthis Item 7.01 of this Current Report, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished and shall not be deemed\n“filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise\nsubject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of HeartSciences\nunder the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language\nin such filing, except as otherwise expressly set forth by specific reference in such filing.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report includes\nforward-looking statements, which statements involve inherent risks and uncertainties. Examples of forward-looking statements, include,\nbut are not limited to, statements relating to the structure, timing, and completion of the Transactions, HeartSciences’s listing\non Nasdaq after the Closing, the expected management and board of directors of HeartSciences, the expectations regarding the ownership\nstructure of HeartSciences and the expected vision, goals, and trajectory of Fortitude and HeartSciences.\n\n \n\nForward-looking statements\nare not statements of historical fact, but instead represent management’s expectations, estimates, and projections regarding future\nevents based on certain material factors and assumptions at the time the statement was made. While considered reasonable by HeartSciences\nas of the date of this Current Report, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors\nthat may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or\nimplied by such forward-looking statements, including, but not limited to: the occurrence of any event, change, or other circumstances\nthat could give rise to the right of one or both of the parties to terminate the Merger Agreement; the possibility that the Merger\ndoes not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all, including the\nfailure to timely obtain stockholder approval for the proposed transaction from HeartSciences’ stockholders, if at all; risks\nrelated to HeartSciences’ continued listing on Nasdaq until the Closing; the outcome of any legal proceedings that may be instituted\nagainst Fortitude or HeartSciences ; the possibility that the anticipated benefits of the proposed transaction are not realized when\nexpected or at all; the possibility that the vision, goals, and trajectory of Fortitude and HeartSciences are not timely achieved\nor realized or achieved or realized at all; the possibility that the integration of the two companies may be more difficult, time-consuming\nor costly than expected; the possibility that the Transactions may be more expensive or take longer to complete than anticipated,\nincluding as a result of unexpected factors or events; the diversion of management’s attention from ongoing business operations\nand opportunities; changes in HeartSciences’ stock price before Closing; and other factors that may affect future results\nof Fortitude or HeartSciences. Additional factors that could cause results to differ materially from those described above can be found\nin HeartSciences’ most recent annual report on Form 10-K for the fiscal year ended April 30, 2025 and other documents subsequently\nfiled by HeartSciences with the SEC.\n\n \n\nHeartSciences cautions investors\nnot to place considerable reliance on the forward-looking statements contained in this Current Report. Investors are encouraged to read\nHeartSciences’ filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The\nforward-looking statements in this Current Report speak only as of the date of this document, and HeartSciences undertakes no obligation\nto update or revise any of these statements. HeartSciences’ business is subject to substantial risks and uncertainties, including\nthose referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.\n\n \n\n6\n\n \n\n \n\n**Additional Information and Where to Find It**\n\n \n\nHeartSciences intends to file\nwith the SEC the Proxy Statement in connection with the Transactions. The definitive Proxy Statement and other relevant documents will\nbe mailed to stockholders of HeartSciences as of a record date to be established for voting on the Transactions and other matters as described\nin the Proxy Statement. HeartSciences will also file other documents regarding the Transactions with the SEC. This Current Report does\nnot contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any\ninvestment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS\nOF HEARTSCIENCES AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO,\nAND THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH HEARTSCIENCES’\nSOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED\nIN THE PROXY STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND FORTITUDE AND THE TRANSACTIONS.\nInvestors and security holders will also be able to obtain copies of the Proxy Statement and all other documents filed or that will be\nfiled with the SEC by HeartSciences, without charge, once available, on the SEC’s website at www.sec.gov.\n\n \n\nNEITHER THE SEC NOR ANY STATE\nSECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE\nTRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION\nTO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\n \n\n**Participants in the Solicitation**\n\n \n\nHeartSciences, Fortitude,\nSeller and their respective directors, executive officers, and certain executive officers of DCG may be deemed under SEC rules to be participants\nin the solicitation of proxies from HeartSciences’ stockholders in connection with the Transactions. A list of the names of such\npersons, and information regarding their interests in the Transactions and their ownership of HeartSciences’ securities are, or\nwill be, contained in HeartSciences’ filings with the SEC, including HeartSciences’ Annual Report on Form 10-K for the year\nended April 30, 2025 filed with the SEC on July 24, 2025. Additional information regarding the interests of the persons who may, under\nSEC rules, be deemed participants in the solicitation of proxies of HeartSciences’ stockholders in connection with the Transactions,\nincluding the names and interests of Fortitude’s directors and executive officers, will be set forth in the Proxy Statement and\nother relevant materials, which are expected to be filed by HeartSciences with the SEC when they become available. Investors and security\nholders may obtain free copies of these documents as described above.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThe information contained\nin this Current Report and the exhibits filed or furnished herewith are for informational purposes only and are not a proxy statement\nor solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute\nan offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of HeartSciences, or any commodity or instrument\nor related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,\nsale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No\noffer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.\nInvestors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the\nSecurities Act."}