HeartSciences Inc DEFA14A, filed Sep 17, 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): September 16, 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
n/a
(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 7.01. Regulation FD Disclosure.
On September 17, 2026, Fortitude Mining Holdings, Inc., a Delaware corporation (“Fortitude”), issued a press release announcing the appointment of Jaime Leverton to the position of Chief Executive Officer of Fortitude and a member of the Board of Directors of Fortitude, and the appointment of Andrea Childs as Chief Operating Officer of Fortitude, each effective as of September 21, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The information provided in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of HeartSciences Inc., a Texas corporation (“HeartSciences”), under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
Item 8.01. Other Information.
As previously reported, on June 23, 2026, HeartSciences, Fortitude, Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”) relating to their proposed business combination (the “Proposed Transaction”).
On September 16, 2026, the Board of Directors of Fortitude approved the appointment of Jaime Leverton to the position of Chief Executive Officer of Fortitude and a member of the Board of Directors of Fortitude, each effective as of September 21, 2026. Andrea Childs is resigning from her position as a member of the Board of Directors of Fortitude effective immediately, and as of September 21, 2026, will step down from her position as Chief Executive Officer of Fortitude, and she will be appointed as Chief Operating Officer of Fortitude.
In addition, it is anticipated that Jaime Leverton will serve as a member of the Board of Directors of HeartSciences (to be renamed “Fortitude Mining Group, Inc.”), following the closing of the Proposed Transaction, and be appointed Chief Executive Officer of Fortitude Mining Group, Inc., in each case, as of the closing of the Proposed Transaction.
Additional Information and Where to Find It
Communications related to each of Fortitude and HeartSciences, their respective businesses and the Proposed Transaction may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences filed a preliminary proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (“SEC”) on July 27, 2026 and may file additional relevant materials with the SEC. Following the filing of a definitive proxy statement with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS ARE NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com.
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 PROPOSED TRANSACTION 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.
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Cautionary Note Regarding Forward-Looking Information
Communications may contain forward-looking statements concerning HeartSciences, Fortitude and the Proposed Transaction and other matters. These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “potential,” “target,” “objective,” “intend,” and other words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. All statements HeartSciences and/or Fortitude make in communications that do not relate to matters of historical fact should be considered forward-looking statements.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of such communication and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, which may include, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval of the HeartSciences’ shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences or Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company; risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies; and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in such communications are discussed in HeartSciences’ filings with the SEC, including its Annual Report on Form 10-K, filed with the SEC on July 23, 2026, its Quarterly Report on Form 10-Q, filed with the SEC on September 14, 2026, and its other reports filed with the SEC from time to time, and are discussed in the preliminary proxy statement filed by HeartSciences with the SEC in connection with the Proposed Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Any forward-looking statements made in such communications are made as of the date of the communication.
Participants in the Solicitation
HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of Digital Currency Group, Inc., the parent company of Fortitude, may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set forth in the preliminary proxy statement and other materials filed or that may be filed with the SEC in connection with the Proposed Transaction.
No Offer or Solicitation
Any information contained herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and conditions of the Merger Agreement, which contain the full terms and conditions of the Proposed Transaction.
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Item 9.01 Financial Statements and Exhibits
| (a) | Exhibits |
| Exhibit Number |
Description | |
| 99.1* | Press Release, dated September 17, 2026. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | 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: September 17, 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 99.1
PRESS RELEASE
Fortitude Appoints Jaime Leverton as Chief Executive Officer
Former Hut 8 CEO to Lead Fortitude as the Zcash-Focused, Vertically-Integrated Mining
Platform Advances Toward the Public Markets;
Andrea Childs to Transition to Chief Operating Officer
Fairport, N.Y., September 17, 2026 – Fortitude Mining Holdings, Inc. (“Fortitude”), a vertically-integrated digital asset mining platform anchored in Zcash, today announced the appointment of Jaime Leverton as Chief Executive Officer, effective Monday, September 21. Leverton succeeds Andrea Childs, who will transition to Chief Operating Officer. Upon completion of Fortitude’s previously announced proposed business combination with HeartSciences Inc. (Nasdaq: HSCS) (“HeartSciences”), Leverton is expected to continue to serve as CEO of the combined company, which is expected to operate under the Fortitude brand and to trade on the Nasdaq Capital Market under the ticker symbol “TUDE,” subject to Nasdaq approval.
Leverton brings more than 25 years of leadership across digital assets, capital markets, data center infrastructure, energy, and computing, including a record as a public company Chief Executive Officer in the digital asset mining sector. Her appointment comes as Fortitude scales its vertically-integrated Zcash strategy, venture mining operations, and owned power portfolio while advancing toward a public listing. Zcash has delivered one of the strongest performances in digital assets over the past year, surging more than 2,000% and pushing its market capitalization above $21 billion, making it one of the 10 largest cryptocurrencies by market cap, as we believe institutional adoption continues to accelerate1.
“Fortitude is taking a differentiated approach to mining. Andrea and her team have built a novel venture mining platform designed to identify and capture high-conviction opportunities across the Proof-of-Work ecosystem, supported by owned power, owned sites, and in-house operations,” said Jaime Leverton. “I have spent my career at the intersection of digital assets, infrastructure, and the public markets, and I am honored to lead this team at such a consequential moment for the Company. I look forward to working alongside Andrea, the Fortitude team, and our partners at HeartSciences to complete the proposed transaction and deliver on the opportunity ahead.”
“Building Fortitude from a venture mining thesis into a scaled, vertically-integrated operator has been one of the highlights of my career. I’m proud of what this team has accomplished and excited about the opportunity ahead,” said Andrea Childs. “As Fortitude prepares to enter the public markets, my focus remains on where I can add the most value: mining operations, fleet and infrastructure strategy, and the industry relationships that have defined Fortitude’s growth. I look forward to continuing to build Fortitude alongside Jaime as we progress on our path to the public markets.”
“Jaime is an accomplished operator who understands the mining industry from the insid e and has repeatedly built durable, market-leading businesses at the intersection of digital assets, infrastructure, and capital markets,” said Barry Silbert, Founder and CEO of DCG. “Our conviction in Zcash and financial privacy as an enduring investment theme has only grown, and Jaime’s capital markets expertise and operating experience make her the right leader to take Fortitude into its next chapter as a public company. We are confident in what Jaime, Andrea, and the team can accomplish together in the years ahead.”
Leverton most recently led ReserveOne, an institutional digital asset management company. Previously, she served as Chief Executive Officer of Hut 8, where she led the transformation of a distressed, subscale miner into one of North America’s largest digital asset and high-performance computing companies. Under her leadership, Hut 8 completed the all-stock merger of equals with US Bitcoin Corp., the largest transaction in the industry at the time, and became the first Canadian public company in the sector to dual-list on Nasdaq before re-domiciling as a direct U.S. registrant. Earlier in her career, she held senior leadership positions at eStruxture Data Centers, Aptum, National Bank of Canada, BlackBerry, Bell Canada, and IBM. Leverton holds an MBA from Dalhousie University, a Bachelor of Arts from the University of Ottawa, and the ICD.D designation from the Rotman School of Management at the University of Toronto. Her leadership has earned wide recognition, including WomenTech Network’s Digital Transformation Leader of the Year award in 2023.
Fortitude’s leadership began mining ZEC, the native token of the Zcash network, in 2019, when Fortitude was still the self-mining division of Foundry. Since Fortitude’s founding in 2024, the team has built on that experience to develop a vertically-integrated platform spanning hardware procurement, infrastructure deployment, in-house operations and repairs, and research and development. In the six months ended June 30, 2026, the Company mined 72,696 ZEC, representing approximately 28 percent of total network production over the period, and reported second quarter revenue of $20.9 million. Fortitude owns and operates a diversified power portfolio of more than 60 megawatts across seven sites in South Dakota, Nebraska, Texas, and New York, backed by competitive long-term contracts. In May 2026, the Company executed purchase agreements with Bitmain for 9,000 Antminer Z15 Pro units, representing approximately 7.56 GSol/s of incremental Equihash hashrate, with shipments expected in the fourth quarter of 2026.
The proposed business combination with HeartSciences, announced on June 23, 2026, is expected to close in the fourth quarter 2026, subject to customary closing conditions, including approval by the shareholders of HeartSciences.
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About Fortitude
Fortitude, currently wholly-owned by DCG, is an institutional-scale, vertically integrated venture mining platform operating across the Proof-of-Work ecosystem and anchored in Zcash. Fortitude pairs self-mining operations with an owned data center footprint, a diversified power portfolio backed by competitive long-term contracts, and disciplined capital allocation to identify and scale high-conviction opportunities in emerging Proof-of-Work ecosystems, beginning with its leadership position in the Zcash network. Fortitude is led by an experienced team of operators, capital markets professionals, and digital asset specialists with a track record of identifying and scaling high-conviction opportunities and building privacy-preserving digital asset infrastructure.
For more information, visit www.fortitudemining.com and follow Fortitude on X at @FortitudeCrypto.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “expect,” “design,” “plan,” “will,” “would,” “believe,” “estimate,” “goal,” “intend,” and other words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, express or implied statements relating to Fortitude and its expectations concerning the timing of the proposed business combination with HeartSciences Inc. (the “Proposed Transaction”), the expectation that the Proposed Transaction will bring Fortitude to the public markets, the leadership of the combined company resulting from the Proposed Transaction, and the shipping timing of and efficiency gains from purchased mining equipment. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval of the HeartSciences shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences or Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company; risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies; risks related to third-party equipment providers; and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press release are discussed in the preliminary proxy statement on Schedule 14A, filed by HeartSciences with the U.S. Securities and Exchange Commission (“SEC”) on July 27, 2026, in connection with the Proposed Transaction, HeartSciences’ 2026 Annual Report on Form 10-K, filed with the SEC on July 23, 2026, HeartSciences’ Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, filed with the SEC on September 14, 2026, and other HeartSciences’ reports filed with the SEC from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. All forward-looking statements are made as of the date of this press release.
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Additional Information About the Proposed Transaction and Where to Find It
This press release may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences has filed a preliminary proxy statement on Schedule 14A with the SEC on July 27, 2026 and may file additional relevant materials with the SEC. Following the filing of a definitive proxy statement with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS AND IS NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com.
Participants in the Solicitation
HeartSciences and Fortitude, their respective directors and executive officers, and certain executive officers of DCG may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set forth in the preliminary proxy statement and other materials that have been or may be filed with the SEC in connection with the Proposed Transaction.
Fortitude and its affiliates and subsidiaries, including DCG, from time to time sell, pledge or otherwise monetize their digital asset holdings, including ZEC, in order to fund operating expenses and capital investments, as well as for purposes including to hedge exposures and realize investment gains.
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No Offer or Solicitation
This press release and the information contained herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms and conditions of the Proposed Transaction.
Investor Relations and Media Contact:
ICR
Phone: 917-375-9457
Email: IR@fortitudemining.com
| ¹ | Source: Investing.com (ZEC/USD), as of September 14, 2026. One-year performance reflects the change in the ZEC/USD spot price over the preceding 12 months. Market capitalization and cryptocurrency ranking are based on data reported by Investing.com as of the date above. Cryptocurrency prices are highly volatile; past performance is not indicative of future results. |
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