HSCS 8-K
HeartSciences Inc. (HSCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On June 23, 2026, HeartSciences Inc., a Texas corporation (“HeartSciences” or “Parent”), 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”).
In connection with the announcement of entry into the Merger Agreement, Seller hosted a conference call at 9:00 a.m. Eastern time on June 23, 2026. A transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
Also, on June 23, 2026, Seller, certain executive officers of Seller, Digital Currency Group, Inc. (“DCG”), the parent of Seller and certain executive officers of DCG published certain social media posts on their respective corporate and personal social media accounts. These social media posts are furnished as Exhibit 99.2 to this Current Report.
The information provided in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 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 under the Securities Act of 1933, as amended (the “Securities Act”), 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.
Additional Information and Where to Find It
HeartSciences intends to file with the U.S. Securities and Exchange Commission (the “SEC”) the Proxy Statement in connection with the transactions contemplated by the Merger Agreement (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.
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Participants in the Solicitation
HeartSciences, Fortitude, Seller and their respective directors, executive officers, and certain executive officers of DCG 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.
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 | |
| 99.1* | Conference Call Transcript, dated June 23, 2026. | |
| 99.2* | Social Media Posts, dated June 23, 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: June 23, 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
Investor Call Transcript
Alexis Brock - Investor Relations, Fortitude Mining Holdings, Inc.
Thank you, Operator, and thank you all for joining us this morning. Earlier today, Fortitude Mining Holdings, Inc. and HeartSciences Inc. issued a joint press release announcing that they entered into a definitive merger agreement to combine in an all-stock transaction. Upon closing of the proposed transaction, the combined company is expected to operate under the Fortitude brand, and under the leadership of Fortitude’s management team, and is expected to trade on Nasdaq under the ticker TUDE.
Joining us today are Andrea Childs, Chief Executive Officer of Fortitude, Andrew Simpson, Chief Executive Officer of HeartSciences and Erik Ellingson, Chief Financial Officer of Fortitude. Before we begin, I will read the customary forward-looking statements disclaimer.
This discussion will contain forward-looking statements based upon the current expectations of Fortitude and HeartSciences, which include, but are not limited to, statements regarding the expected timing, completion, effects and intended outcomes for the proposed transaction, as well as our future expectations, plans, objectives, intentions and prospects for the combined company and may be identified by terminology such as “may,” “will,” “should,” “expect,” “aim,” “plan,” “anticipate,” “believe,” “estimate,” “predicts” “potential,” “intend” or “continue,” or the negative of these terms or other comparable terminology. Such statements represent management’s judgment and intention as of today, are not guarantees of future performance and involve assumptions, risks and uncertainties. We have based these forward-looking statements off assumptions and assessments made by management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except to the extent required by law, we do not undertake any obligation to update any forward-looking statements. We also caution you against placing undue reliance on any forward-looking statements.
Further, HeartSciences intends to file a proxy statement with the SEC relating to the proposed transaction. Please be advised to read, when available, these and other relevant documents filed by HeartSciences with the SEC.
With that, I will turn the call over to Andrea Childs.
Andrea Childs - Chief Executive Officer, Fortitude
Thank you, Alexis and thank you all for joining this morning.
Today marks an important milestone for Fortitude. We have announced our entry into a definitive agreement to combine with HeartSciences and bring Fortitude to the public markets in what is expected to be the first institutional-scale, publicly traded venture mining platform focused on Zcash. The combined company is expected to trade on Nasdaq under the ticker TUDE, operate under the Fortitude brand, and be led by our existing management team. Digital Currency Group, which today wholly owns Fortitude, is expected to remain our largest and controlling shareholder following the closing of the proposed transaction.
Our roots in Zcash mining go back to 2019. Since then, we’ve built owned data centers, sourced competitive power contracts, developed our own in-house maintenance, repair, and research and development capabilities. We achieved all of that with a singular goal to maximize return on invested capital, not just revenue scale. The result is a strong cash flowing business. Erik will provide more detail on the financials in a moment. Reconciliations of non-GAAP metrics, including Adjusted EBITDA, may be found in our accompanying investor presentation, furnished with HeartSciences’ current report on Form 8-K filed with the SEC earlier today.
We believe going public allows us to accelerate our business. A Nasdaq listing is expected to give us equity currency for strategic growth, and public market transparency is designed to give investors a regulated, accessible vehicle through which to participate in Zcash, what we believe is one of the most compelling and underserved opportunities in the digital asset mining space today.
Fortitude’s business is built on three interconnected pillars, and I want to take a moment to walk you through each of them in some detail, because understanding how they fit together is key to understanding our company.
The first is our vertically integrated Zcash strategy. We control the full mining stack: competitive long-term power contracts, owned data center infrastructure, strategic equipment procurement, in-house maintenance and repair, and dedicated research and development. Each of those layers matters independently, and together they produce a durable and efficient Zcash mining platform that we believe is capable of enduring the cyclical nature of digital asset mining for the long term. Our Zcash direct cash mining cost per coin is approximately $70 on a year-to-date basis through April 30th of this year. We believe there is a meaningful pathway toward $40, driven by enhanced power efficiency of newer generation equipment being brought online at owned sites, compounded by attractive estimated power costs, compared to the higher costs we carry at third-party hosted capacity. That is not an abstract projection; it is what we expect to happen as our greenfield and acquisition-stage infrastructure development matures, with two- to three-and-a-half-year expected payback periods on acquired sites.
The vertical integration also gives us revenue optionality that we believe a pure equipment operator does not have: the ability to participate in demand response, sell power back to the grid in certain regions, or redirect compute if market conditions shift.
The second pillar is venture mining. The core premise here is straightforward: in our view, large public miners have concentrated almost exclusively on Bitcoin, and increasingly on pivoting compute toward high-performance computing and AI. We believe that has left less saturated proof-of-work ecosystems structurally underserved at the institutional level. Estimated annual mining revenues across non-Bitcoin proof-of-work networks represent approximately $1.1 billion in aggregate opportunity, with Zcash representing roughly 17 percent of that pool, yet there is effectively no scaled, institutionally oriented public mining platform dedicated to these ecosystems. We intend to be that platform. We believe our ability to identify and act on those opportunities is directly enhanced by our relationship with DCG. DCG has been actively investing in the digital asset industry for over a decade, with more than 200 active venture investments, more than 75 token investments, and 60-plus funds across the ecosystem. That network gives us insight into emerging protocols, early-stage fundraising activity, and ecosystem developments at a level of depth and earliness that we believe is simply unavailable to operators without that access. DCG has held a steadfast conviction in Zcash since the network’s inception, and that early, research-backed conviction is exactly the model for how we at Fortitude evaluate additional venture mining opportunities. Our Zcash position is not just our largest business today; it is the proof of concept for this approach.
The third pillar is our power portfolio. Fortitude currently owns and operates 48 megawatts of mining data center capacity across six sites in South Dakota, Nebraska, Texas, and New York, with a focus on Midwest expansion given the power economics and available capacity in that region. We have two late-stage pipeline opportunities representing an additional 33 megawatts of incremental owned capacity that we are pursuing at what we believe are meaningful discounts to public market multiples, each of which is expected to be accretive on a price per-megawatt hour basis as it comes online. Beyond the late-stage pipeline, management has identified a broader universe of approximately 400 megawatts of operating capacity and more than 350 megawatts in various stages of development that we are monitoring and evaluating. Our target is to own approximately 80 megawatts of total capacity by year end 2026. Every acquisition and development decision is made against a clear return threshold If it does not meet these thresholds, we do not pursue it. That discipline, combined with the optionality embedded in our sites to sell power or transition workloads, is what we believe makes this pillar genuinely additive to shareholder value rather than simply a cost center that supports the mining business.
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Let me spend a moment on Zcash, because it is central to everything we do and because we are genuinely excited about where this network is headed.
Zcash shares the foundational properties that have made Bitcoin compelling to investors: a fixed maximum supply of 21 million coins, a proof-of-work consensus mechanism, and a four-year halving cycle. Where it goes further is in its privacy architecture. Zcash introduces optional shielded transactions built on zero-knowledge cryptographic proofs, allowing users to verify the validity of a transaction without revealing the sender, the recipient, or the amount. That is mathematically rigorous privacy that we believe represents a genuinely differentiated and increasingly necessary capability as on-chain surveillance tools improve and central bank digital currencies advance globally.
Over the past year, Zcash has drawn growing attention from across the digital asset ecosystem. In the first four months of this year alone, Zodl raised $25 million to bring shielded transactions to mobile users, Foundry launched a U.S.-based Zcash mining pool, and Robinhood listed Zcash on its platform. Those are not coincidences. They reflect institutional conviction from credible participants, and we believe they are early signals of a significantly larger adoption curve ahead.
We have been building for this moment since 2019. We are a leading Zcash miner, we believe we are among the longest-tenured operators in this ecosystem, and we are positioned to scale with it.
With that, I will turn the call to Andrew Simpson, CEO of HeartSciences, who will continue to lead the healthcare business unit after the close of the transaction.
Andrew Simpson - Chief Executive Officer, HeartSciences
Thank you, Andrea and good morning everyone.
The HeartSciences team is excited about this proposed combination, and I want to explain why we believe it’s the right outcome for our Company and shareholders, including to maximize shareholder value. As a micro-cap public company, a significant part of my role has been navigating the funding challenges that come with that profile, alongside the demands of maintaining our Nasdaq listing, including repeated compliance matters that consume time and resources. Those are realities our shareholders understand well.
We were introduced to several opportunities, and had come to the conclusion that a transaction would be the best way forward should the right opportunity arise. When we came to know Fortitude, it stood out — a business operating at scale, generating meaningful revenue, with an established independent investor behind it. Our board assessed it carefully, weighing the path of continuing as an independent company against what this combination offers, and concluded that it represents a strong path forward for our shareholders and company overall.
We believe that this business combination will allow us to keep advancing MyoVista Insights and our AI-enabled ECG technology with greater focus, free of the constant cycle of capital raising. We are grateful for our shareholders’ continued support and patience through this process, and we look forward to completing this transaction. With that, I will hand the call to Erik Ellingson to walk through the financial details.
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Erik Ellingson - Chief Financial Officer, Fortitude
Thank you, Andrew, and good morning everyone.
Let me cover the proposed transaction structure and the financial profile of our business.
On the transaction: HeartSciences will combine with Fortitude in an all-stock merger. Upon close, the combined company is expected to operate under the Fortitude brand, led by Fortitude’s management team, and continue to be listed on Nasdaq. The transaction has been unanimously approved by the boards of both companies and is subject to customary closing conditions, including HeartSciences shareholder approval. We expect to close the transaction in the second half of 2026.
On the financial profile: for full year 2025, Fortitude generated approximately $90 million in gross revenue and $20 million in Adjusted EBITDA, and held approximately $13 million in cash and digital assets at year end. Through April 30, 2026, we have produced approximately 51,785 ZEC on a year-to-date basis. We believe the operating leverage embedded in this business is significant: at a Zcash price of $500, including machines scheduled for delivery in Q4, we estimate our business could generate illustrative Adjusted EBITDA of over $50 million, and at $1,000 Zcash price Fortitude could generate over $120 million in illustrative EBITDA. That leverage is a direct function of the cost structure Andrea described, and we believe it is what makes this business increasingly compelling as Zcash adoption broadens.
Our near-term priorities are clear: execute on incoming mining capacity, advance the infrastructure pipeline, and engage the institutional investor community with the transparency you would expect from a Nasdaq-listed company.
Thank you all, and I will hand the call back to Andrea for closing remarks.
Andrea Childs - Chief Executive Officer, Fortitude
Thank you, Erik.
We believe the financial profile Erik described is the direct result of a strategic choice we made early: own and control every layer of the mining stack. Power, infrastructure, equipment, maintenance, R&D, all under one operating structure, all focused on one outcome: a structurally lower all-in cost per coin than what the market can otherwise offer.
We believe that discipline is what makes this business durable across cycles, not just in favorable markets. It’s the foundation we’re building on to be continued as a public company, and we’re confident in where it will take us. Thank you for your time and interest.
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Exhibit 99.2
POSTS FROM 6.23.26
Fortitude X Corporate Post:
Fortitude X Reposts:
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Fortitude LinkedIn Corporate Post:
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Andrea Child’s X Post:
Andrea Child’s LinkedIn Post:
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Erik Ellingson X Post:
Alexis Brock LinkedIn Post:
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Patick O’Hara LinkedIn Post:
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Fortitude Mining Holdings, Inc. ("Fortitude"), a vertically-integrated digital asset mining platform anchored in Zcash, and HeartSciences Inc. (Nasdaq: HSCS) (“HeartSciences”), an AI-powered medical technology company, have entered into a definitive merger agreement to combine in an all-stock transaction (the “Proposed Transaction”). The following is important information that should be read together with communications linking to this page.
Additional Information About the Proposed Transaction 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 intends to file relevant materials with the Securities and Exchange Commission (“SEC”), including a preliminary proxy statement on Schedule 14A. 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 WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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 AND 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 [email protected].
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.
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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 most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with the SEC from time to time, and will be discussed in the proxy statement to be 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 DCG may be deemed to be participants in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information about HeartSciences’ directors and executive officers and their ownership of HeartSciences’ common stock is set forth in HeartSciences’ proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 17, 2026. Information regarding the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Proposed Transaction.
No Offer or Solicitation
Any communication linking to this page and the information contained therein 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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