HeartSciences Sets Nov. 19 Vote on Reverse Merger With Fortitude Mining

What happened

HeartSciences Inc., a Texas-based medical device company whose common stock trades on Nasdaq under the ticker HSCS, filed a definitive proxy statement on October 19, 2026, calling a virtual special shareholder meeting for November 19, 2026 at 10:00 a.m. Eastern Time.

The meeting's purpose is to vote on a merger agreement HeartSciences signed on June 23, 2026, and amended on July 27, 2026, with Fortitude Mining Holdings, Inc., a Delaware corporation, and related entities. The filing describes Fortitude Mining as a mining business; the proxy does not explain why HeartSciences, a cardiac diagnostics firm, is combining with a mining company.

The filing also notes the deal will result in a change of control of HeartSciences under Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d). HeartSciences shares closed at $3.11 on the filing date, up 2.98% from $3.02 the prior session, according to the price data.

The deal structure

The transaction is structured as a reverse merger into an "Up-C" holding company. HeartSciences will move substantially all of its assets and liabilities into a new subsidiary, which will then merge with a Fortitude subsidiary called Fortitude HoldCo. After closing, HeartSciences becomes the sole managing member of Fortitude HoldCo, and the combined business sits inside that partnership structure.

HeartSciences will issue a new class of stock, Class V common stock, to Fortitude Seller. Each Class V share carries one vote and no economic rights. The number of Class V shares equals the closing HeartSciences common share count multiplied by 19.00, or 21.22 if the 20-day volume-weighted average price of HeartSciences stock before closing is at least $7.50.

Fortitude Seller will also contribute $2 million in cash or Zcash cryptocurrency to HeartSciences in exchange for Class A shares priced at that same volume-weighted average.

Based on an assumed 7,684,628 Class A shares outstanding after closing, the filing estimates Fortitude Seller will hold about 94% of the combined company's voting interests and HeartSciences shareholders about 6%. The filing states plainly that existing HeartSciences holders will experience "substantial dilution."

What shareholders are voting on

Proposal 1 asks shareholders to approve the merger agreement and the transactions under the Texas Business Organizations Code.

Proposal 2 covers the share issuances required by Nasdaq rules, including authority to issue up to 35 million additional Class A shares within one month of closing, for total consideration of up to $100 million, at a maximum 20% discount to market price.

Proposals 3A through 3G amend the company's certificate of formation. They would rename HeartSciences "Fortitude Mining Group, Inc.," reclassify the existing common stock as Class A common stock, establish the Class V class, give Class A holders the sole right to elect one director, and allow shareholder action by written consent.

What this means

A DEFM14A is the definitive version of a proxy statement filed under Schedule 14A of the Securities Exchange Act. "Definitive" means the document is final and can be sent to shareholders; a preliminary version, filed earlier, is marked PREM14A. The filing is the formal notice that a shareholder vote has been scheduled and is the document that satisfies the company's obligation to give shareholders full disclosure before they vote.

Nasdaq Rules 5635(a), (b) and (d) require a shareholder vote before a listed company issues more than 20% of its outstanding shares, before a change of control, and before certain dilutive private placements. That is why the Nasdaq Proposal exists separately from the merger approval: the deal would hand control of the company to Fortitude Seller and issue far more shares than the current count.

"Up-C" describes a structure where a corporation sits above a partnership for tax purposes. Public investors own stock in the corporation, while the seller holds partnership units that can later be exchanged for stock. The Class V shares give Fortitude Seller voting control without economic rights, which is why its 94% voting stake does not mean it receives 94% of the company's earnings.

The Class A and Class V split is why the proxy describes both voting percentages and economic percentages separately. A reader comparing the two numbers should not treat them as interchangeable.

The filing does not state what happens to HeartSciences' existing cardiac diagnostics business after closing beyond contributing it into the new structure. It also does not say whether the combined company intends to keep that business operating. The next scheduled event is the November 19 vote.