HeartSciences (HSCS) Proxy filing summary

Executive summary

• HeartSciences and Fortitude Mining Holdings entered into a definitive merger agreement, with Fortitude contributing all assets and liabilities to a new holding company, and HeartSciences issuing new classes of stock to Fortitude in exchange for a 95% voting interest in the combined entity.

• The combined company will be renamed Fortitude Mining Group, Inc. and its Class A Common Stock will trade on Nasdaq under the symbol "TUDE" following the merger.

• The merger is structured as a reverse acquisition, with Fortitude treated as the accounting acquirer and HeartSciences as the acquiree for financial reporting purposes.

• The estimated preliminary purchase price is $18.2 million, primarily in the form of HeartSciences Class A Common Stock, with the final allocation subject to change based on closing share price and asset valuations.

• The merger is expected to close in the second half of 2026, subject to customary closing conditions.

Voting matters and shareholder proposals

• Shareholders will vote on the approval of the merger transaction and related matters as described in the forthcoming proxy statement.

• The proxy statement will detail the terms of the merger, the new capital structure, and the proposed reverse stock split.

Board of directors and corporate governance

• Post-merger, Fortitude Seller will have significant influence over the combined company, holding approximately 95% of the voting interests.

• The board composition and governance structure will reflect Fortitude's controlling interest, with HeartSciences as the sole managing member of the surviving company.