HeartSciences (HSCS) Proxy filing summary

Executive summary

• Announced a proposed all-stock business combination with Fortitude Mining Holdings, a major Zcash mining operator, aiming to create significant value for shareholders through exposure to the digital asset ecosystem.

• Fiscal 2026 marked the commercial launch of the MyoVista Insights platform and FDA submission of the MyoVista wavECG device, signaling a shift from R&D to commercial operations.

• Despite commercial progress, experienced ongoing share price pressure, Nasdaq listing challenges, and limited cash runway, prompting the strategic review and selection of Fortitude as a merger partner.

• As of April 30, 2026, reported approximately $1.7 million in cash and cash equivalents and $0.2 million in shareholders' equity, with no meaningful revenue for the year.

• Forward-looking statements highlight anticipated benefits from the merger, including improved scale, access to public markets, and operational synergies, but caution about risks related to transaction completion, integration, and digital asset volatility.

Voting matters and shareholder proposals

• Proxy Statement includes a proposal to authorize the Board to complete a reverse stock split (ratio between 1-for-2 and 1-for-5) if necessary to maintain Nasdaq listing post-merger.

• Shareholders will vote on the Proposed Transaction and related matters at a special meeting, with detailed information provided in the Proxy Statement.

Board of directors and corporate governance

• The Board reviewed multiple strategic alternatives before selecting Fortitude as the merger partner, citing its competitive advantages and growth potential.

• Directors and executive officers of both companies, as well as certain Digital Currency Group executives, may be deemed participants in the proxy solicitation.