{"filing":{"accession_number":"0001213900-26-070862","cik":"0001468492","ticker":"HSCSW","company_name":"HeartSciences Inc.","form":"8-K","filing_date":"2026-06-23","report_date":null,"primary_document":"ea0295453-8k_heartsci.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1468492/000121390026070862/ea0295453-8k_heartsci.htm"},"events":[{"id":13031,"run_id":11562,"accession_number":"0001213900-26-070862","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"HeartSciences entered into a definitive Agreement and Plan of Merger with Fortitude Mining Holdings, Inc. on June 23, 2026, whereby Fortitude will merge with HeartSciences' subsidiary in an all-stock transaction expected to close in H2 2026. The transaction represents a material change of control, with Fortitude's parent DCG expected to own approximately 95% of the combined company post-closing and HeartSciences shareholders retaining approximately 5%, fundamentally transforming HeartSciences' business and ownership structure.","company_name":"HeartSciences Inc.","ticker":"HSCSW","filing_date":"2026-06-23","form":"8-K","submitted_at":null,"items":[{"id":10056,"accession_number":"0001213900-26-070862","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HeartSciences entered into a definitive Agreement and Plan of Merger with Fortitude Mining Holdings, Inc. on June 23, 2026, whereby Fortitude will merge with HeartSciences' subsidiary, resulting in a material change of control. The transaction is expected to result in Fortitude's equity holders owning approximately 95% of the combined company, with HeartSciences shareholders retaining approximately 5%, representing a fundamental transformation of HeartSciences' business and ownership structure. This is a classic material acquisition/merger transaction under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10057,"accession_number":"0001213900-26-070862","item_number":"2.03","item_title":"Creation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates by reference the information from Item 1.01, which discloses entry into a definitive merger agreement between HeartSciences and Fortitude Mining Holdings. The press release confirms this is an all-stock business combination transaction expected to close in H2 2026, with Fortitude's parent DCG expected to own ~95% of the combined entity post-closing. This is a material acquisition/change of control event, though Item 2.03 itself focuses on the financial obligation aspect of the merger agreement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10058,"accession_number":"0001213900-26-070862","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 incorporates by reference the merger agreement disclosed in Item 1.01, describing the issuance of Parent Class A and Class V Common Stock in an all-stock transaction combining HeartSciences with Fortitude Mining Holdings. The press release confirms this is a definitive merger agreement expected to close in H2 2026, with DCG retaining ~95% ownership post-closing. While Item 3.02 technically addresses the unregistered equity issuance, the core material event is the merger itself—a change of control transaction that fundamentally transforms HeartSciences' business and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10059,"accession_number":"0001213900-26-070862","item_number":"5.02","item_title":"Departure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section incorporates by reference Item 1.01, which discloses a definitive merger agreement between HeartSciences and Fortitude Mining Holdings. The press release confirms entry into a binding merger agreement for an all-stock business combination expected to close in H2 2026, with Fortitude's management (led by CEO Andrea Childs) taking control of the combined entity. This is a material change of control transaction, not primarily a departure or appointment of individual officers.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10060,"accession_number":"0001213900-26-070862","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HeartSciences announced entry into a definitive merger agreement with Fortitude Mining Holdings, Inc., an all-stock transaction expected to close in H2 2026. The press release (Exhibit 99.1) explicitly states \"Fortitude and HeartSciences...today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction.\" This is a material acquisition/change of control event where HeartSciences shareholders will receive equity in the combined entity, with DCG (Fortitude's sole stockholder) expected to own approximately 95% post-closing. The transaction fundamentally transforms HeartSciences' business and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":10056,"accession_number":"0001213900-26-070862","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HeartSciences entered into a definitive Agreement and Plan of Merger with Fortitude Mining Holdings, Inc. on June 23, 2026, whereby Fortitude will merge with HeartSciences' subsidiary, resulting in a material change of control. The transaction is expected to result in Fortitude's equity holders owning approximately 95% of the combined company, with HeartSciences shareholders retaining approximately 5%, representing a fundamental transformation of HeartSciences' business and ownership structure. This is a classic material acquisition/merger transaction under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"HeartSciences Inc.","ticker":"HSCSW","filing_date":"2026-06-23"},{"id":10057,"accession_number":"0001213900-26-070862","item_number":"2.03","item_title":"Creation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates by reference the information from Item 1.01, which discloses entry into a definitive merger agreement between HeartSciences and Fortitude Mining Holdings. The press release confirms this is an all-stock business combination transaction expected to close in H2 2026, with Fortitude's parent DCG expected to own ~95% of the combined entity post-closing. This is a material acquisition/change of control event, though Item 2.03 itself focuses on the financial obligation aspect of the merger agreement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"HeartSciences Inc.","ticker":"HSCSW","filing_date":"2026-06-23"},{"id":10058,"accession_number":"0001213900-26-070862","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 incorporates by reference the merger agreement disclosed in Item 1.01, describing the issuance of Parent Class A and Class V Common Stock in an all-stock transaction combining HeartSciences with Fortitude Mining Holdings. The press release confirms this is a definitive merger agreement expected to close in H2 2026, with DCG retaining ~95% ownership post-closing. While Item 3.02 technically addresses the unregistered equity issuance, the core material event is the merger itself—a change of control transaction that fundamentally transforms HeartSciences' business and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"HeartSciences Inc.","ticker":"HSCSW","filing_date":"2026-06-23"},{"id":10059,"accession_number":"0001213900-26-070862","item_number":"5.02","item_title":"Departure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section incorporates by reference Item 1.01, which discloses a definitive merger agreement between HeartSciences and Fortitude Mining Holdings. The press release confirms entry into a binding merger agreement for an all-stock business combination expected to close in H2 2026, with Fortitude's management (led by CEO Andrea Childs) taking control of the combined entity. This is a material change of control transaction, not primarily a departure or appointment of individual officers.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"HeartSciences Inc.","ticker":"HSCSW","filing_date":"2026-06-23"},{"id":10060,"accession_number":"0001213900-26-070862","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HeartSciences announced entry into a definitive merger agreement with Fortitude Mining Holdings, Inc., an all-stock transaction expected to close in H2 2026. The press release (Exhibit 99.1) explicitly states \"Fortitude and HeartSciences...today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction.\" This is a material acquisition/change of control event where HeartSciences shareholders will receive equity in the combined entity, with DCG (Fortitude's sole stockholder) expected to own approximately 95% post-closing. The transaction fundamentally transforms HeartSciences' business and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-23T12:34:49.559505+00:00","company_name":"HeartSciences Inc.","ticker":"HSCSW","filing_date":"2026-06-23"}]}