HeartSciences (HSCS) Proxy filing summary

Executive summary

• HeartSciences and Fortitude Mining Holdings entered into a definitive merger agreement, with the combined company to operate under the Fortitude brand and trade on Nasdaq as "TUDE" after closing in H2 2026.

• Fortitude is a leading Zcash mining platform, currently wholly-owned by DCG, with vertically integrated operations and a focus on high-conviction Proof-of-Work digital assets.

• The transaction is structured as an all-stock merger, with DCG expected to own approximately 95% of the combined company at closing.

• The combined company aims to leverage Fortitude's mining expertise and HeartSciences' AI-enabled ECG technology, with HeartSciences' CEO leading the healthcare business unit post-merger.

• The merger is subject to customary closing conditions, including shareholder approval and regulatory clearance.

Voting matters and shareholder proposals

• Shareholders will vote on the issuance of new classes of stock, approval of the merger agreement, adoption of a new charter, and amendment of the equity incentive plan.

• Support agreements have been executed by key shareholders to vote in favor of the merger and related proposals.

• The board recommends approval of all proposals and will solicit proxies accordingly.

Board of directors and corporate governance

• Post-merger, the board will be expanded and reconstituted with individuals designated by Fortitude's seller, with two current HeartSciences directors remaining.

• Andrea Childs will become CEO and Erik Ellingson CFO of the combined company.

• The amended LLC agreement will establish HeartSciences as the sole managing member of the surviving company.