HeartSciences Inc DEFA14A, filed Jun 26, 2026
HeartSciences Inc. (HSCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2026
HEARTSCIENCES INC.
(Exact name of Registrant as Specified in Its Charter)
| Texas | 001-41422 | 26-1344466 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
550 Reserve Street, Suite 360 Southlake, Texas |
76092 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (682) 237-7781
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | HSCS | The Nasdaq Stock Market LLC | ||
| Warrants | HSCSW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities
The disclosure required by this Item is included in Item 5.02 of this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Based in part upon the representations of the applicable officers and directors of HeartSciences Inc., a Texas corporation (“HeartSciences” or “Parent”), the offering and issuance of the Equity Award (as defined below), will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2026, HeartSciences, Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“Fortitude”), and Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the “Merger”) with HeartSciences thereby becoming the sole managing member of the surviving company (the “Surviving Company”) following the consummation of the transactions contemplated by the Merger Agreement (such transactions, the “Transactions” and such consummation, the “Closing”).
Employment Agreement Amendment with Andrew Simpson
In connection with the Transactions, on June 22, 2026, HeartSciences entered into an amendment (the “Simpson EA Amendment”) to the Employment Agreement, dated as of April 5, 2022 (the “Simpson Employment Agreement”), with Mr. Simpson, HeartSciences’ current Chief Executive Officer and Chairman of the Board of Directors (the “Board”), to provide certain revisions to the definitions of “Just Cause” and “Constructive Termination” (each as defined in the Simpson EA Amendment). In addition, effective as of the Closing, the term of the Simpson Employment Agreement will restart to commence as of the date of the Closing and will continue for one year thereafter, with the term automatically renewing for an additional one-year period at the end of the original one-year term and any additional one-year term, unless either Parent or Mr. Simpson gives written notice to the other party, at least 90 days prior to the end of the applicable term, of such party’s decision not to renew. The foregoing description of the Simpson EA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Bonuses
In addition, in connection with the execution of the Merger Agreement and subject to the Closing, the Compensation Committee of the Board (the “Compensation Committee”) granted an award of 425,000 restricted shares of Parent’s common stock (the “Shares”) to Mr. Simpson (the “Simpson Equity Award”) under the HeartSciences’ 2023 Equity Incentive Plan (as amended, modified or restated from time to time, the “Plan”) as a retention bonus in connection with the Transactions to lead Parent’s and the Merger Sub’s efforts to close the Transactions and to lead the current legacy business of HeartSciences after the Closing, and to provide public-company, SEC-reporting and capital-markets guidance and transition support to HeartSciences following the Closing. The Shares will be non-voting until they vest. The Shares were issued on June 22, 2026, before the signing of the Merger Agreement. The vesting of such restricted shares is subject to the Conditions (as defined below).
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The Shares shall vest in full subject to the satisfaction of all of the following conditions (the “Conditions”): (i) occurrence of the Closing and (ii)(x) one-fourth of the Shares shall vest on the three-month anniversary of the date of the Closing (the “Initial Vesting Date”) and (y) thereafter, one-fourth of the Shares shall vest on each subsequent three-month anniversary of the Initial Vesting Date (each an “Additional Initial Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that Mr. Simpson is continuously employed in any capacity by the Parent or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except as provided herein). If Mr. Simpson is terminated or otherwise let go by Parent or any of its subsidiaries without Just Cause (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), if the Simpson Employment Agreement is terminated by Parent without Just Cause, or if the Simpson Employment Agreement is terminated by Mr. Simpson for Constructive Termination (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), then all of the Shares shall fully vest immediately as of such date of Mr. Simpson’s termination or cessation of services or the expiration or termination of the Simpson Employment Agreement, as applicable; provided, however, that (A) no acceleration of vesting shall occur if Mr. Simpson’s employment is terminated for Just Cause or for Excessive Absence (as defined in the Simpson Employment Agreement), in which case any unvested Shares shall be forfeited and returned to Parent for cancellation, and (B) if Mr. Simpson voluntarily resigns or otherwise voluntarily departs from Parent (other than as a result of any termination of the Simpson Employment Agreement by Mr. Simpson for Constructive Termination or the expiration of the Simpson Employment Agreement), such voluntary resignation or voluntary termination shall not be deemed to satisfy the continued-employment requirement with respect to the applicable Vesting Date and the applicable portion of the Shares shall not vest. In addition, in the event of a Change of Control (as defined in the Simpson Employment Agreement) other than as a result of the Closing, 100% of any unvested Shares shall immediately become fully vested. The foregoing description of the Simpson Equity Award does not purport to be complete and is qualified in its entirety by reference to the full text of the related award agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
The Compensation Committee also determined that all of the performance-based criteria for a discretionary cash bonus of $250,000 previously awarded to Mr. Simpson, which is payable upon the closing of a change of control transaction involving HeartSciences, shall be fully satisfied upon the consummation of the Closing, subject to Mr. Simpson’s continued employment through the Closing. Upon the consummation of the Closing, HeartSciences will promptly pay such cash bonus to Mr. Simpson.
In addition, the Compensation Committee approved a discretionary cash bonus of $50,000 to Danielle Watson, HeartSciences’ current Chief Financial Officer, of which up to $30,000 is payable after the filing by Parent of the Proxy Statement (as defined below) relating to the Transactions and $20,000 of which is payable immediately upon the Closing, in each case as determined by HeartSciences’ then current Chief Executive Officer and/or any member of the Compensation Committee in their discretion.
2023 Equity Incentive Plan Amendment
On June 22, 2026, in connection with the execution of the Merger Agreement, the Board approved Amendment No. 4 to the Plan to increase the maximum aggregate number of shares of Parent common stock that may be issued under the Plan by an additional 475,000 shares and the Evergreen Shares (as provided in such amendment) (the “Plan Amendment”). The Plan Amendment is subject to approval of HeartSciences’ shareholders and shall be considered and voted upon by HeartSciences’ shareholders as part of the proposals to be submitted to HeartSciences’ shareholders in connection with Merger Agreement.
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Director and Officer Appointments
As previously disclosed, in connection with the execution of the Merger Agreement and subject to the Closing, (i) HeartSciences will take all necessary action to increase the size of the Board as directed by Seller and appoint the individuals determined by Seller prior to the Closing to the Board effective as of the Effective Time, (ii) it is expected that Andrew Simpson and David Wells, each a current member of the Board, shall remain on the Board after the Closing, and (iii) Andrea Childs will be named Chief Executive Officer and Erik Ellingson will be named Chief Financial Officer of HeartSciences, respectively, of HeartSciences, in each case, effective as of the Effective Time. On June 22, 2026, in connection with the Transactions and in each case subject to the Closing and effective as of the Effective Time, the Board approved (w) the increase of the size of the Board from five to nine directors to accommodate the future appointment of directors to be determined by Seller, (x) for Ms. Childs to be elected as a director to fill one of the newly created director vacancies to serve until the earlier of her resignation, death, removal from office, or she is otherwise disqualified from serving as a member of the Board, (y) for Ms. Childs to be appointed as the new Chief Executive Officer of HeartSciences to replace Mr. Simpson, HeartSciences’ current Chief Executive Officer and Chairman of the Board of Directors, and (z) for Mr. Ellingson to be appointed as the new Chief Financial Officer of HeartSciences to replace Ms. Watson, HeartSciences’ current Chief Financial Officer. Ms. Childs’ and Mr. Ellingson’s biographies and other information required by Items 5.02(c) and 5.02(d) of Form 8-K will be included in the Proxy Statement to be filed by HeartSciences with the U.S. Securities and Exchange Commission (the “SEC”).
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes forward-looking statements, which statements involve inherent risks and uncertainties. Examples of forward-looking statements, include, but are not limited to, statements relating to the timing and completion of the Transactions and the expected management of HeartSciences.
Forward-looking statements are not statements of historical fact, but instead represent management’s expectations, estimates, and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by HeartSciences as of the date of this Current Report, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the possibility that the Transactions do not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all, including the failure to timely obtain stockholder approval for the Transactions from HeartSciences’ stockholders, if at all; and other factors that may affect future results of Fortitude or HeartSciences. Additional factors that could cause results to differ materially from those described above can be found in HeartSciences’ most recent annual report on Form 10-K for the fiscal year ended April 30, 2025 and other documents subsequently filed by HeartSciences with the SEC.
HeartSciences cautions investors not to place considerable reliance on the forward-looking statements contained in this Current Report. Investors are encouraged to read HeartSciences’ filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this Current Report speak only as of the date of this document, and HeartSciences undertakes no obligation to update or revise any of these statements. HeartSciences’ business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
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Additional Information and Where to Find It
HeartSciences intends to file with the SEC a proxy statement (the “Proxy Statement”) in connection with the Transactions. The definitive Proxy Statement and other relevant documents will be mailed to stockholders of HeartSciences as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement. HeartSciences will also file other documents regarding the Transactions with the SEC. This Current Report does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF HEARTSCIENCES AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH HEARTSCIENCES’ SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND FORTITUDE AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Proxy Statement and all other documents filed or that will be filed with the SEC by HeartSciences, without charge, once available, on the SEC’s website at www.sec.gov.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
HeartSciences, Fortitude, Seller and their respective directors, executive officers, and certain executive officers of Digital Currency Group, Inc., the sole stockholder of Seller, may be deemed under SEC rules to be participants in the solicitation of proxies from HeartSciences’ stockholders in connection with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership of HeartSciences’ securities are, or will be, contained in HeartSciences’ filings with the SEC, including HeartSciences’ Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC on July 24, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of HeartSciences’ stockholders in connection with the Transactions, including the names and interests of Fortitude’s directors and executive officers, will be set forth in the Proxy Statement and other relevant materials, which are expected to be filed by HeartSciences with the SEC when they become available. Investors and security holders may obtain free copies of these documents as described above.
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No Offer or Solicitation
The information contained in this Current Report and the exhibits filed or furnished herewith are for informational purposes only and are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of HeartSciences, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number | Description | |
| 10.1* | Amendment No. 1 to Employment Agreement, dated as of June 22, 2026, between HeartSciences and Andrew Simpson. | |
| 10.2* | Notice of Grant and Restricted Stock Award Agreement, dated as of June 22, 2026, between HeartSciences and Andrew Simpson. | |
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEARTSCIENCES INC. | ||
| Date: June 26, 2026 | By: | /s/ Andrew Simpson |
| Name: | Andrew Simpson | |
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors | |
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Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated and effective as of June 22, 2026, is entered into by and between HeartSciences Inc. (fka Heart Test Laboratories, Inc.), a Texas corporation (the “Company”), and Andrew Simpson (the “Employee”). The Company and the Employee shall collectively be referred to herein as the “Parties”. Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Employment Agreement (as defined below).
WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of April 5, 2022 (the “Employment Agreement”); and
WHEREAS, the Parties now desire to amend the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the representations, warranties, covenants, agreements and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
Section 1. Amendments to the Employment Agreement.
(a) Section 4.6(a) of the Employment Agreement is hereby amended and restated in its entirety as follows:
““Constructive Termination” shall mean: (i) a material reduction in Employee’s duties and, responsibilities without Employee’s prior written consent; (ii) an action by the Employer which undermines or renders unfeasible the Employee’s ability to undertake or fulfill his role in an effective manner; (iii) any breach by Employer of any of the material terms of, or the failure to perform any material covenant contained in, this Agreement; (iv) a material reduction in Employee’s compensation without Employee’s prior written consent; or (v) a material adverse change to Employee’s working arrangements as in effect immediately prior to such change. Notwithstanding the above, an event listed in (i) – (v) of this paragraph will not constitute a Constructive Termination unless the Employee has provided written notice to the Company of the circumstances which constitute a Constructive Termination within thirty (30) days of the initial occurrence of such event, the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances, and the Employee terminates his employment within thirty (30) days after the expiration of such cure period. Notwithstanding anything to the contrary herein, no event or circumstance arising out of, or in connection with, the Closing or the transactions contemplated by the Merger Agreement or any agreement or transaction contemplated by the Merger Agreement shall constitute a Constructive Termination for purposes of this Agreement. In the event that the Merger Agreement is terminated for any reason or no reason, or the Closing otherwise fails to occur for any reason or no reason, this definition of Constructive Termination shall be null and void ab initio and of no further force or effect, and the terms of the original Employment Agreement shall continue to apply.”
(b) Section 4.6(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:
““Just Cause” shall mean (i) Employee’s conviction of a felony or commission of any act of fraud, moral turpitude or dishonesty, (ii) an intentional, material violation by Employee of a statutory or fiduciary duty not corrected within ten days after written notice from Employer, (iii) any material breach by Employee of any of the terms or conditions of, or the failure to perform any material covenant contained in, this Agreement and Employee does not cure such breach or failure within ten days following written notice from Employer; provided, however, that Employee will not be entitled to cure any breach or failure under this subclause (iii) more than one time in any consecutive three (3) month period, or (iv) the violation by Employee of reasonable instructions or policies established by Employer with respect to the operation of its business and affairs or Employee’s failure to carry out the reasonable instructions of the Board of Directors, in each case with any such instruction or policy not causing a material adverse change to Employee’s working arrangements as in effect immediately prior to the establishment of such instruction or policy, and following notice thereof from Employer to Employee, Employee does not cure any such violation or failure within ten days following written notice from Employer; provided, however, that Employee will not be entitled to cure any breach or failure under this subclause (iv) more than one time in any consecutive three (3) month period.”
(c) Effective as of the Closing (as defined below), Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows:
“Unless earlier terminated pursuant to Section 4 below, the Term of this Agreement shall commence as of the date of the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 22, 2026, by and among the Company, Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of the Company, Fortitude Mining Holdings, Inc., a Delaware corporation, and Fortitude Mining HoldCo, LLC, a Delaware limited liability company (the “Merger Agreement”), and shall continue for one (1) year thereafter; provided, however, that the Term shall automatically renew for an additional one-year period at the end of the original one-year term and any additional one-year term, unless either Party gives written notice to the other Party, at least ninety (90) days prior to the end of the applicable term, of such Party’s termination of this Agreement at the end of the applicable term. As used herein, “Term” shall mean the original term and any additional renewal term(s).”
Section 2. Miscellaneous.
(a) Except for the amendments expressly set forth in this Section 1, the text of the Employment Agreement shall remain unchanged and in full force and effect.
(b) The provisions of Sections 10 through 16 (inclusive), 20 and 21 of the Employment Agreement are incorporated herein by reference.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have entered into and signed this Amendment as of the date and year first above written.
| COMPANY: | ||
| HEARTSCIENCES INC. | ||
| By: | /s/ Danielle Watson | |
| Name: | Danielle Watson | |
| Title: | Chief Financial Officer | |
| EMPLOYEE: | ||
| ANDREW SIMPSON | ||
| /s/ Andrew Simpson | ||
| (signature) | ||
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Exhibit 10.2
HEARTSCIENCES INC.
NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT
Subject to the terms and conditions of this Notice of Grant and Restricted Stock Agreement, dated as and effective as of June 22, 2026 (the “Effective Date”), including the attachments hereto (collectively, this “Notice and Agreement”), by and between HeartSciences Inc. (the “Company”) and Andrew Simpson (“Employee”), the Company hereby grants Employee the number of shares of the Company’s restricted common stock, $0.001 par value per share, as set forth below (the “Shares”):
|
Employee:
|
Andrew Simpson |
| Address: |
______________________ ______________________ Email:
|
| Number of Restricted Shares Granted: | 425,000 Shares subject to vesting conditions as provided in Section 1 of the Restricted Stock Agreement attached to this Notice of Grant. |
|
Grant Date: |
June 22, 2026 |
|
Period of Restrictions Against Transfer |
See Section 2 of the attached Restricted Stock Agreement. |
By signing below, Employee accepts this grant of Shares and hereby represents that he: (i) agrees to the terms and conditions of this Notice and Agreement; (ii) has reviewed the Notice and Agreement in their entirety, and has had an opportunity to obtain the advice of legal counsel and/or tax advice with respect thereto; (iii) fully understands and accepts all provisions hereof; (iv) agrees to accept as binding, conclusive, and final all of the Company’s decisions regarding, and all interpretations of, the Notice and Agreement, subject to the terms hereof; and (v) agrees to notify the Company upon any change in Employee’s address indicated above.
| AGREED AND ACCEPTED: | |
| Andrew Simpson | |
| /s/ Andrew Simpson | |
| (signature) |
HEARTSCIENCES INC.
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated and effective as of June 22, 2026 (the “Effective Date”), by and between HeartSciences Inc., a Texas corporation (the “Company”), and Andrew Simpson (the “Grantee” or “Employee”).
RECITALS
WHEREAS, the Grantee is an employee of the Company, and the Company has entered into that certain Employment Agreement with the Grantee, dated and effective as of April 5, 2022, as amended by Amendment No. 1 to Employment Agreement, dated and effective as of June 22, 2026 (as amended, the “Employment Agreement”);
WHEREAS, the Company desires to issue shares of its common stock, $0.001 par value per share (the “Common Stock”), to the Grantee in connection with the Employee’s continued employment by the Company; and
WHEREAS, the parties hereto desire to memorialize in this Agreement the grant of shares of its Common Stock for the reasons set forth above on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of Shares. The Company hereby grants to the Grantee four hundred twenty five thousand (425,000) shares of Common Stock (the “Shares”), under the Company’s Equity Incentive Plan (as amended, modified or restated from time to time, the “Plan”), which Shares shall be issued on and effective as of the Effective Date and shall thereafter vest (such vested Shares, the “Vested Shares”) subject to the satisfaction of all of the following conditions with respect to the applicable portion of the Shares (the “Conditions”): (i) occurrence of the Closing of the Transaction (each term as defined below); and (ii)(x) one-fourth (1/4th) of the Shares shall vest on the three (3) month anniversary of the Closing Date (the “Initial Vesting Date”) and (y) thereafter, one-fourth (1/4th) of the Shares shall vest on each subsequent three (3) month anniversary of the Initial Vesting Date (each an “Additional Initial Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of the Shares shall fully vest on the one (1) year anniversary of the Closing Date, in each case provided that the Employee is continuously employed in any capacity by the Company or any of its subsidiaries from the Closing Date through each applicable Vesting Date (except as otherwise provided below). Notwithstanding the foregoing or anything to the contrary in this Agreement or the Employment Agreement, if the Employee is terminated or otherwise let go by the Company or any of its subsidiaries without Just Cause (as defined in the Employment Agreement), or if the Employment Agreement is terminated by the Company without Just Cause, or if the Employment Agreement is terminated by Employee for Constructive Termination, then all of the Shares shall fully vest immediately as of such date of Employee’s termination or cessation of services or the expiration or termination of the Employment Agreement, as applicable; provided, however, that (A) no acceleration shall occur if the Employee’s employment is terminated for Just Cause or for Excessive Absence (as defined in the Employment Agreement), in which case any unvested Shares shall be forfeited and returned to the Company for cancellation and (B) if the Employee voluntarily resigns or otherwise voluntarily departs (other than as a result of any termination of the Employment Agreement by Employee for Constructive Termination or the expiration of the Employment Agreement) from the Company, such voluntary resignation or voluntary termination (other than as a result of any termination by Employee for Constructive Termination or the expiration of the Employment Agreement) shall not be deemed to satisfy this requirement with respect to the applicable Vesting Date and the applicable portion of the Shares shall not vest. The Employee shall become the record owner of the Shares on the Effective Date, provided, that if all of the Conditions are not satisfied with respect to the applicable portion of the Shares as provided herein, except as otherwise provided herein, the applicable portion of the Shares shall not vest and shall not become Vested Shares, in which case the Employee shall return all of the unvested Shares to the Company for cancellation (including, without limitation, be obligated to return any certificate(s) representing his unvested Shares to the Company), the Employee shall provide to the Company and its transfer agent such documents as they shall reasonably request to cancel such unvested Shares and such unvested Shares shall be deemed automatically canceled and of no further force or effect, all without any further action by the Employee or the Company. For the avoidance of doubt, in the event all of the Conditions are satisfied, all of the Shares shall immediately become fully vested upon the satisfaction of the Conditions, provided that occurs on or prior to the eighteen (18)-month anniversary of the Closing Date. All share amounts contained in this Agreement are subject to proportionate adjustment for stock splits, stock combinations and other similar recapitalizations applicable to the Company; provided, however, that no adjustment to increase the number of Shares shall be made pursuant to this provision in connection with, or as a result of, the Closing or the transactions contemplated by the Merger Agreement. “Closing Date” shall mean the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company, Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), and Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Seller (collectively, the “Transaction”).
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2. Voting. The Grantee shall not be permitted to vote any Shares which are not Vested Shares.
(f) Change of Control. In the event of a Change of Control (as defined in the Employment Agreement) other than as a result of the Closing of the Transaction, 100% of any unvested Shares shall immediately become fully vested.
3. Restriction Against Transfer.
(a) Federal Law Restrictions on Transfer. The Grantee hereby acknowledges that in addition to the restrictions imposed by subsection 4(b) below, the following restrictions also apply with respect to the Shares: (i) the Shares held by the Grantee must be held indefinitely unless registered under the Securities Act of 1933, as amended (the “Act”), or unless, in the opinion of counsel to the Grantee, which opinion and counsel is acceptable to the Company, an exemption from such registration is available; (ii) exemption from registration may not be available or may not permit the Grantee to transfer Shares in the amounts or at the times proposed by the Grantee; (iii) the Grantee has been advised that Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Act (“Rule 144”), which provides for certain limited, routine sales of unregistered securities through brokers, requires that the Shares be held and fully paid for within the meaning of Rule 144 for a minimum of six (6) months, and possibly longer, before they may be resold under Rule 144, unless registered under the Act; (iv) the Company is under no obligation to furnish the Grantee any information or opinions to sell any of the Shares under Rule 144; and (v) in reliance upon the representations of the Grantee set forth in Section 6 below, the Company has not registered the Shares with the SEC under the Act as of the Effective Date.
(b) No Transfer of Unvested or Vested Shares. The Grantee agrees that he will not transfer, assign, hypothecate, or in any way dispose of any of the Shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, until such Shares fully vest and the expiration of the restrictions imposed by this Agreement except by will or the laws of descent and distribution with respect to any Vested Shares and subject to Grantee’s and such transferee’s compliance with applicable securities laws (a “Permitted Transfer”). Any purported transfer in violation of any provision of this Agreement shall be void and not effective and shall not operate to transfer any interest or title to the purported transferee.
4. Rights as Shareholder; Dividends.
(a) The Grantee or any transferee in a Permitted Transfer shall be the record owner of the Shares until such Shares are sold or otherwise disposed of or if all of the Conditions are not satisfied with respect to the applicable portion of the Shares; provided, however, that the Shares shall not be entitled to the right to vote such Shares or receive any dividends or other distributions paid until any such Shares become Vested Shares. Notwithstanding the foregoing, any dividends or other distributions shall be subject to the same restrictions on transferability as the Vested Shares with respect to which they were paid.
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(b) The Company may issue stock certificates or evidence any Shares by using a restricted book entry account with the Company’s transfer agent. Upon request, the Company will deliver to the Grantee, or any transferee in a Permitted Transfer, as soon as reasonably practicable following such request, a notice of issuance with respect to any unvested Shares or Vested Shares.
(c) If the Grantee forfeits any rights he has under this Agreement in accordance with this Agreement, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the applicable Shares and shall no longer be entitled to receive dividends on such Shares.
5. Representations of Employee. Employee represents and warrants to the Company that:
(a) Employee acknowledges and understands that (i) the issuance of the Shares will not be registered under the Act, or any other applicable securities laws; (ii) the issuance of the Shares is intended to be exempt from registration under the Act and any other applicable securities laws by virtue of certain exemptions thereunder, including Section 4(2) of the Act and regulations promulgated thereunder, and, therefore, the Shares cannot be resold unless registered under the Act and any other applicable securities laws or unless an exemption from registration is available; (iii) the Company and its advisors will rely on the representations and warranties of Employee contained in this Section for purposes of determining whether the issuance of the Shares is exempt from registration under the Act and any other applicable securities laws; (iv) the Shares will be characterized as “restricted securities” under the Act; and (v) Employee is acquiring the Shares solely for Employee’s own account for investment purposes and not with a view toward any distribution, except as permitted under applicable securities laws. In this connection, Employee represents that Employee is familiar with Rule 144. Employee recognizes (x) the lack of liquidity of the Shares and restrictions upon transferability thereof (e.g., that the undersigned may not be able to sell or dispose of them or use them as collateral for loans), and (y) the qualifications and backgrounds of the principals of the Company, among other matters; and
(b) as of the date of this Agreement and the date of any issuance of the Shares, Employee (i) has the financial ability to bear the economic risk of the investment in the Shares, (ii) has adequate means for providing for Employee’s current needs and contingencies, (iii) has no need for liquidity with respect to the investment in the Shares, (iv) can afford a complete loss of the investment in the Shares at this time and in the foreseeable future (v) has had ample opportunity to ask questions of and receive answers from the Company’s representatives concerning this investment and to obtain any and all documents requested in order to supplement or verify any of the information supplied; (vi) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision with respect thereto, and (vii) is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act.
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6. Notices. All notices required or desired to be given pursuant to this Agreement shall be in writing and shall be personally served (including by commercial delivery or courier service) or given by mail or facsimile. Any notice given by mail shall be deemed to have been given and received when seventy-two (72) hours have elapsed from the time such notice was deposited in the United States mails, certified or registered and first-class postage prepaid, addressed, if intended to a party to this Agreement, at the address set forth below its signature or to such other address as such party may have designated by like written notice to each of the other parties from time to time.
7. Refusal to Transfer. The Company shall not be required: (i) to transfer on its books any Shares that have been sold, given away, or otherwise transferred in violation of any provision set forth in this Agreement; or (ii) to treat as owner of such Shares or to accord the right to receive dividends to any purchaser, donee, or other transferee to whom such Shares shall have been so transferred.
8. Restriction on Certificates.
(a) Legends. The Company and the Grantee agree that all certificates representing all Shares of the Company which at any time are subject to the provisions of this Agreement shall have endorsed upon them legends substantially similar to the following:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF, AND ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AS SET FORTH IN, THAT CERTAIN RESTRICTED STOCK AGREEMENT, BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
(b) Stop Transfer Instructions. The Grantee agrees that in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, with respect to such certificates or instruments and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
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9. Code Section 83(b) Election. Grantee acknowledges that he has been informed and is aware of the following income tax consequences resulting from the receipt and vesting of the Shares:
(a) Grantee will be taxed on the fair market value of the Shares as and when the restrictions lapse in accordance with the provisions of this Agreement and any related agreement (such fair market value determined on such vesting dates), unless Grantee files an election pursuant to Section 83(b) of the Internal Revenue Code (as amended, the “Code”) (and any similar state tax provisions if applicable). If such an election is made, Grantee will be taxed currently on the full fair market value of the Shares on the date of their grant. Any such election must be filed by Grantee with the Internal Revenue Service and, if necessary, the proper state taxing authorities. A form of Election under Section 83(b) is attached hereto. GRANTEE ACKNOWLEDGES THAT IT IS HIS, HER OR ITS SOLE RESPONSIBILITY AND NOT THE COMPANY’S (i) TO DETERMINE WHETHER OR NOT TO MAKE ANY ELECTION UNDER SECTION 83(b) OF THE CODE, AND (ii) IF GRANTEE DETERMINES TO MAKE ANY SUCH ELECTION, TO TIMELY FILE SUCH ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF GRANTEE ASKS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON HIS, HER OR ITS BEHALF. Grantee must obtain its own counsel to determine whether Grantee is eligible to make an 83(b) election and Grantee’s compliance with all tax reporting obligations relating to the Agreement, and the Company makes no representations with regard to any reporting obligations of the Grantee including the filing of an 83(b) election or the form attached hereto. Company makes no representation or guarantees as to the legalities of the 83(b) election and any statements expressed herein regarding the election.
(b) Grantee shall notify the Company immediately in writing in the event Grantee makes an election under Section 83(b) of the Code (or any successor provision) or corresponding provisions of state or local tax laws with respect to the Shares.
10. General Provisions.
(a) Severability. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. This Agreement shall be subject to the terms of the Employment Agreement and the terms thereof shall be incorporated herein. In the event that there is any conflict or inconsistency between the terms of this Agreement and the terms of the Employment Agreement, the terms of the Employment Agreement shall govern.
(b) Construction. All pronouns used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular or plural as identification of the person or persons, firm or firms, corporation or corporations may require.
(c) Governing Law; Jurisdiction; Arbitration.
(i) This Agreement shall be deemed to be made in, and in all respects, shall be interpreted, construed, and governed by and in accordance with, the laws of the State of Texas, without regard to conflict of laws rules or provisions. Each of the parties hereby irrevocably and unconditionally submits to the jurisdiction of all state and federal courts sitting in the City of Dallas, State of Texas, the venue of the City of Dallas, State of Texas and all actions and proceedings arising out of or relating to this Agreement that are not resolved by arbitration under subsection (ii) hereof shall be heard and determined in any state or federal court located in the City of Dallas, State of Texas.
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(ii) Any dispute between the parties arising out of or relating to this Agreement (including any specific agreements contemplated herein) that cannot be resolved in thirty (30) days through good faith negotiation and discussion among the parties shall be finally settled by arbitration administered by the Dallas, Texas office of JAMS (the “Administrator”) in accordance with its then existing commercial arbitration rules and procedures. The arbitration shall be conducted in the City of Dallas, State of Texas, unless otherwise agreed by the parties in writing. The arbitration shall be conducted in the English language. The arbitration shall be conducted by a single, neutral arbitrator (“Arbitrator”) selected in accordance with the rules of the Administrator. The decision or award of the Arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in any jurisdiction. The arbitration proceeding and all related documents will be confidential, unless disclosure is required by law. The parties hereby expressly agree to waive the right to appeal from the decision of the Arbitrator. Accordingly, there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator, and the parties shall not dispute nor question the validity of such decision or award before any regulatory or other authority in any jurisdiction where enforcement action is taken by the party in whose favor the decision or award is rendered, except in the case the decision or award was procured by fraud. The Arbitrator shall, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall bear its own costs and attorneys’ fees, and the parties shall equally bear the fees, costs, and expenses of the Administrator, the Arbitrator and the arbitration proceedings; provided, however, that the Arbitrator may exercise discretion to award costs, including reasonable and necessary attorneys’ fees, to the prevailing party. The parties consent and submit to the exclusive personal jurisdiction and venue of any state or federal court located in the City of Dallas, State of Texas, to compel arbitration in accordance with this Agreement, to enforce any arbitration award granted pursuant to this Agreement, including, any award granting equitable or injunctive relief, and to otherwise enforce this Agreement and carry out the intentions of the parties to resolve all disputes arising under or in connection with this Agreement through arbitration. Notwithstanding the foregoing, nothing in this Section will restrict either party from applying to any court of competent jurisdiction for injunctive relief.
(d) Amendment. No amendment or variation of the terms of this Agreement, with or without consideration, shall be valid unless made in writing and signed by all of the parties to this Agreement at the time of such amendment.
(e) Inurement. Subject to the restrictions against transfer or assignment contained herein, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties. The Grantee agrees that it will not hypothecate or otherwise create or suffer to exist any lien, claim, or encumbrance upon any of its Shares at any time subject hereto, other than an encumbrance created or permitted by this Agreement.
(f) Entire Agreement. This Agreement and the Notice of Grant contain the entire understanding between the parties concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties, relating to the subject matter of this Agreement and the Notice of Grant which are not fully expressed herein or therein. In the event that there is any conflict or inconsistency between the terms of this Agreement and the terms of the Employment Agreement, the terms of this Agreement shall govern.
(g) Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.
(h) Counterparts; Originals. This Agreement may be executed in multiple counterparts, each of which constitutes an original and all of which together constitute one and the same instrument. A manually executed counterpart of this Agreement delivered by means of e-mail as a Portable Document Format file (“.pdf”) (or in any present or future file format intended to preserve the original graphic and pictorial appearance of a document), or by means of facsimile transmission, constitutes the valid and effective execution and delivery of this Agreement for all purposes and has the same force and effect for all purposes as the personal delivery of a manually executed counterpart bearing an original ink signature.
(i) Authority. Each party represents that such party has the legal right, power, authority, and capacity to enter into this Agreement and the Notice of Grant and to perform such party’s obligations thereunder and each of the foregoing documents is legally enforceable in accordance with its terms.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.
| COMPANY: | ||
| HeartSciences Inc. | ||
| By: | /s/ Danielle Watson | |
| Name: | Danielle Watson | |
| Title: | CFO | |
| GRANTEE: | |
| Andrew Simpson | |
| /s/ Andrew Simpson | |
| (signature) | |
| Address: | |
| Email: |
SECTION 83(b) TAX ELECTION
This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.
|
(1) |
Name: Andrew Simpson | |
| Address: ____________________________________________________ | ||
| Social Security No.: _____________________ | ||
| (2) | The property with respect to which the election is being made is ______________ shares of the common stock of HeartSciences Inc., a Texas corporation (“Shares”). | |
| (3) | The date on which the Shares were acquired is __________________, 2026. | |
| (4) | The taxable year in which the election is being made is the calendar year 20__. | |
| (5) | The property is subject to surrender and cancellation if for any reason the taxpayer ceases to be an employee the issuer prior to specified vesting dates. This restriction lapses in accordance with the terms of an agreement between the company and taxpayer. | |
| (6) | The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $________ per share. | |
| (7) | The amount paid for such property is $ 0 per share. | |
| (8) | A copy of this statement was furnished to HeartSciences Inc. for whom taxpayer rendered the services underlying the transfer of property. | |
| (9) | This statement is executed as of _________________, 2026. | |
|
Signature: ________________________ |
||
| Taxpayer | ||
| ________________________ | ||
| Taxpayer’s Spouse, if any | ||
NOTE: To make the election, this form must be filed with the Internal Revenue Service Center with which taxpayer files his/her Federal income tax returns. It is Employee’s responsibility to address any and all legal clarifications and not the Company.