Southlake, TX — HeartSciences Inc. (Nasdaq: HSCS / HSCSW), a healthcare information technology (HIT) company focused on advancing electrocardiography (ECG/EKG) through the integration of artificial intelligence (AI), today announced that it has filed its preliminary proxy statement (the "Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC") in connection with the previously announced proposed business combination (the "Proposed Transaction") with Fortitude Mining Holdings, Inc. ("Fortitude") and is providing a business update and its financial results for the fiscal year ended April 30, 2026 ("Fiscal 2026"), which follow the filing of HeartSciences' Annual Report on Form 10-K (the "Form 10-K") for Fiscal 2026 with the SEC on July 23, 2026. Each of the Proxy Statement and Form 10-K is available at www.sec.gov and on the Company's website at www.heartsciences.com.
Fiscal 2026 and Business Highlights
Fiscal 2026, and the period since, has been one of transformational change for HeartSciences. We believe the Proposed Transaction with Fortitude offers a compelling opportunity for our shareholders to own a stake in a company that is a meaningful part of the Zcash ecosystem. In our view, Zcash has been among the best-performing large-cap digital assets over the past year and is attracting growing institutional interest.
In addition, we made significant progress, with the full commercial launch of its MyoVista Insights™ platform and deployment contracts with healthcare institutions, together with the submission of its MyoVista wavECG™ device to the FDA for 510(k) clearance, which is currently under review.
Proposed Transaction with Fortitude
Since the Company's IPO in 2022 and despite significant commercial progress, the Company has experienced sustained pressure on its share price, has had to navigate repeated Nasdaq listing deficiencies and has often lacked the cash runway to make long-term strategic and operational decisions.
Although the initial decision to evaluate strategic alternatives was, in part, a defensive one, the process that followed was not. The Company's Board of Directors reviewed a range of potential alternatives and had genuine choices available. We chose Fortitude because we believe it is a highly attractive partner and the Proposed Transaction presents a significant opportunity for us to create both short- and long-term value for our shareholders, including for the following reasons:
Zcash shares the foundational properties that have made Bitcoin compelling to investors but introduces enhanced privacy technology and quantum computing resilience.
Fortitude is based, and operates solely, in the United States. Over many years it has developed into what is believed to be one of the largest and longest-tenured operators in the Zcash ecosystem, providing significant competitive advantage. In the six months ended June 30, 2026, it mined 72,696 ZEC, representing approximately 28% of overall ZEC production.
Fortitude's belief that its competitive positioning translates into meaningful benefits, including deep knowledge of mining ZEC at scale, status as a preferred buyer of mining equipment to support significant growth aspirations, and efficient and profitable mining operations.
Fortitude has undertaken a number of actions to underpin growth, including its announcement yesterday of the energization of its new facility in Grand Island, Nebraska, which brings its owned power portfolio to over 60MW. The facility is expected to contribute to Fortitude's planned trajectory of lowering its Zcash direct cash mining cost from approximately $70 per coin toward approximately $40 per coin, assuming successful equipment deployment and stable power, network, and market conditions. It has also executed purchase orders for a significant number of new machines with an expected payback of less than 12 to 18 months (assuming a hashprice of at least $0.021/kSol/day).
Together, these advantages underpin a significant, business. At Zcash prices in excess of $500, Fortitude currently estimates that its run-rate adjusted EBITDA would be over $50 million, once new machines are delivered and hashing.
Proxy Statement
Our unaudited pro forma condensed combined statement of financial position set out in the Proxy Statement: assumes the issuance of approximately 107.6 million shares of our new to be designated Class V Common Stock to Digital Currency Group ("DCG"), the parent company of Fortitude, in connection with the Proposed Transaction; and shows our pro forma combined total shareholders' equity of $70.0 million.
The above is qualified in its entirety by reference to our unaudited pro forma condensed combined statement of financial position included in the Proxy Statement.
Our shareholders will also note that the Proxy Statement includes a proposal to authorize our Board of Directors to complete, at its discretion, a reverse stock split, at a ratio to be determined by our Board of Directors and mutually agreed to by HeartSciences and Fortitude, within a range of between 1-for-2 and 1-for-5. This proposal is driven by Nasdaq listing requirements for the combined company if the Proposed Transaction is completed. Our Board of Directors currently expects that any reverse stock split would be implemented only if considered necessary to support the combined company's Nasdaq listing in connection with the Proposed Transaction. Recognizing shareholder sensitivity around reverse splits, the ratio range has been carefully considered. Further details are available in the Proxy Statement (See Proposal 4).
MyoVista Insights Healthcare IT Software Platform
The past year saw MyoVista Insights move from an R&D project to full commercial application. We achieved product launch, version upgrades, Epic Toolbox designation and interoperability compliance, launched a first AI-ECG algorithm on the platform, and have begun deployments with a number of healthcare institutions.
As we have consistently said, the field of AI-ECG is now moving forward at pace and has progressed significantly over the past 18 months. There have been multiple regulatory clearances of algorithms in the U.S. and internationally and the beginning of meaningful clinical use.
We believe this validates our decision to focus on a cost-effective solution for cloud-based ECG management, which provides straightforward delivery of AI-ECG into today's clinical workflows. In developing and commercializing MyoVista Insights, we are drawing on the successes of best-in-class radiology AI platforms and seeking to replicate those in ECG.
The future strategy is straightforward: (i) add AI-ECG algorithms to the MyoVista Insights platform from world-leading algorithm companies with which we are in discussion; and (ii) convert the broad pipeline of ongoing customer discussions into further commercial contracts.
MyoVista wavECG device
HeartSciences submitted its MyoVista wavECG device to the FDA for 510(k) premarket clearance in December 2025, and the submission is currently going through the FDA review process.
HeartSciences elected to separate the FDA submissions for the MyoVista wavECG device and its impaired cardiac relaxation AI-ECG algorithm following updated guidance published by the American Society of Echocardiography ("ASE") regarding the assessment of Left Ventricular Diastolic Dysfunction ("LVDD"), including revised age-based thresholds for cardiac relaxation (e').
Fiscal 2026 Financial Results
The Company reported no meaningful revenue for Fiscal 2026. As of April 30, 2026, the Company had approximately $1.7 million in cash and cash equivalents, and $0.2 million in shareholders' equity. Complete financial results have been filed in the Form 10-K, which is available at www.sec.gov and on the Company's website at www.heartsciences.com.
Management Commentary
"Fiscal 2026 was a year of transformational change for HeartSciences," said Andrew Simpson, CEO of HeartSciences. "MyoVista Insights moved from development into full commercial use, with our platform launch, our first AI-ECG algorithm and commercial deployments with healthcare institutions, and our MyoVista wavECG device is under FDA review for 510(k) clearance. The proposed combination with Fortitude builds on that progress. It offers our shareholders continued ownership in a business operating at scale and generating meaningful revenue, anchored in Zcash, one of the best-performing large-cap digital assets of the past year. Fortitude is among the largest and longest-tenured operators in the Zcash ecosystem, and we believe the combination represents a significant value creation opportunity. We encourage all shareholders to read the Proxy Statement and look forward to their support at the special meeting."
Investor contact
Mark Komonoski, Integrous Communications · 877-255-8483 · [email protected]