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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On July 27, 2026, HeartSciences Inc., a Texas corporation (“HeartSciences”), entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”) with Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“Fortitude”), and Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HeartSciences (“Merger Sub”), which amends the previously announced Agreement and Plan of Merger, dated June 23, 2026 (the “Original Merger Agreement” and the Original Merger Agreement as amended, supplemented or otherwise modified by the Amendment, the “Amended Merger Agreement”), entered into by and among HeartSciences, Seller, Fortitude and Merger Sub. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended Merger Agreement.
The Amendment amends the Original Merger Agreement to, among other things, (i) replace the form of A&R LLC Agreement to clarify certain redemption mechanics, and (ii) replace the form of Parent New Charter to provide for a proposed amendment to the requirements for HeartSciences shareholder action by written consent.
The foregoing description of the Amendment and the Amended Merger Agreement is not complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference and the Original Merger Agreement, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K, filed by HeartSciences on June 23, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) and incorporated herein by reference.
Additional Information and Where to Find It
HeartSciences intends to file with the SEC a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) in connection with the transactions contemplated by the Amended Merger Agreement (the “Transactions”). The definitive Proxy Statement and other relevant documents will be mailed to stockholders of HeartSciences as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement. HeartSciences will also file other documents regarding the Transactions with the SEC. This Current Report does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF HEARTSCIENCES AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH HEARTSCIENCES’ SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND FORTITUDE AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Proxy Statement and all other documents filed or that will be filed with the SEC by HeartSciences, without charge, once available, on the SEC’s website at www.sec.gov.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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Participants in the Solicitation
HeartSciences, Seller, Fortitude and their respective directors and executive officers, and certain executive officers of Digital Currency Group, Inc., the sole stockholder of Seller, may be deemed under SEC rules to be participants in the solicitation of proxies from HeartSciences’ stockholders in connection with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership of HeartSciences’ securities are, or will be, contained in HeartSciences’ filings with the SEC, including HeartSciences’ Annual Report on Form 10-K for the year ended April 30, 2026 filed with the SEC on July 23, 2026. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of HeartSciences’ stockholders in connection with the Transactions, including the names and interests of HeartSciences’, Seller’s and Fortitude’s respective directors and executive officers, will be set forth in the Proxy Statement and other relevant materials, which are expected to be filed by HeartSciences with the SEC when they become available. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
The information contained in this Current Report and the exhibits filed or furnished herewith are for informational purposes only and are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of HeartSciences, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Item 9.01 Financial Statements and Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEARTSCIENCES INC. | ||
| Date: July 27, 2026 | By: | /s/ Andrew Simpson |
| Name: | Andrew Simpson | |
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors | |
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Exhibit 2.2
Execution Version
AMENDMENT No. 1 to MERGER Agreement
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2026 (this “Amendment”), is made by and among HeartSciences Inc., a Texas corporation (“Parent”), Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), and Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Seller (“Fortitude”, and together with Parent, Merger Sub and Seller, the “Parties”). Capitalized terms used but not specifically defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, Parent, Merger Sub, Seller and Fortitude are parties to the Agreement and Plan of Merger, dated as of June 23, 2026 (the “Merger Agreement”);
WHEREAS, pursuant to Section 10.13 of the Merger Agreement, the Merger Agreement may be amended by an instrument in writing signed on behalf of each of the Parties; and
WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Effective as of the date of this Amendment, the Merger Agreement is hereby amended as follows:
(a) Exhibit A (Form of A&R LLC Agreement) to the Merger Agreement is hereby deleted in its entirety and replaced with Annex A attached hereto.
(b) Exhibit E (Form of Parent New Charter) to the Merger Agreement is hereby deleted in its entirety and replaced with Annex B attached hereto;
(c) Section 2.01(a) of the Merger Agreement shall be amended and restated in its entirety as follows:
“Conversion of Fortitude Non-Voting Units. Each Fortitude Non-Voting Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of non-voting units of the Surviving Company (each, a “Surviving Company Non-Voting Unit” and, collectively, “Surviving Company Units”) equal to (x) (i) the Closing Parent Common Stock Shares, multiplied by (ii) the Exchange Ratio, divided by (y) the number of Fortitude Non-Voting Units issued and outstanding immediately prior to the Effective Time (collectively, the “Merger Consideration”). The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any Fortitude Non-Voting Units will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such Fortitude Non-Voting Units.”
(d) The following shall be added as new Section 2.06 of the Merger Agreement:
“Section 2.06. Certain Adjustments. If, during the period between the date of this Agreement and the Effective Time, any change in Parent Common Stock shall occur as a result of any reverse stock split with a record date during such period, the Merger Consideration, the Fortitude Voting Unit Contribution Consideration, the Fortitude Property Contribution Consideration, the Fortitude Property Contribution, the Exchange Ratio and the Closing Parent Common Stock VWAP shall be appropriately adjusted to eliminate the effect of such event on the Merger Consideration, the Fortitude Voting Unit Contribution Consideration, the Fortitude Property Contribution Consideration, the Fortitude Property Contribution, the Exchange Ratio or the Closing Parent Common Stock VWAP.”
2. All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except as otherwise specifically amended, modified or supplemented by this Amendment, all terms of the Merger Agreement shall remain unchanged and continue in full force and effect until the expiration or earlier termination of the Merger Agreement unless the same be otherwise sooner amended. From and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder”, “herein” or words of like import, and all references to the Merger Agreement and all agreements, instruments, documents, notes, certificates and other writings of every kind or nature that refer to the Merger Agreement will be deemed to mean the Merger Agreement as modified by this Amendment, whether or not this Amendment is expressly referenced; provided, that references in the Merger Agreement to “as of the date hereof” or “as of the date of this Agreement” or words of like import shall continue to refer to the date of June 23, 2026.
3. Article X (General Provisions) of the Merger Agreement is incorporated herein by reference and shall apply mutatis mutandis to this Amendment.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
| HEARTSCIENCES INC. | ||
| By: | /s/ Andrew Simpson | |
| Name: | Andrew Simpson | |
| Title: | Chief Executive Officer | |
| CORDIS ACQUISITION, LLC | ||
| By: | /s/ Andrew Simpson | |
| Name: | Andrew Simpson | |
| Title: | Chief Executive Officer | |
| FORTITUDE MINING HOLDINGS, INC. | ||
| By: | /s/ Andrea Childs | |
| Name: | Andrea Childs | |
| Title: | Chief Executive Officer | |
| FORTITUDE MINING HOLDCO, LLC | ||
| By: | Fortitude Mining Holdings, Inc., its sole member | |
| By: | /s/ Andrea Childs | |
| Name: | Andrea Childs | |
| Title: | Chief Executive Officer | |