Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * HILZ MARK T 2. Issuer Name and Ticker or Trading Symbol HeartSciences Inc. [HSCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O HEARTSCIENCES INC.,, 550 RESERVE STREET, SUITE 360 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2025 (Street) SOUTHLAKE, TX 76092 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(1)

12/22/2025

A

45,000

(2)(3)(4)

(2)(3)(4)

Common Stock

45,000

$ 0

45,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HILZ MARK T C/O HEARTSCIENCES INC., 550 RESERVE STREET, SUITE 360 SOUTHLAKE, TX 76092			See Remarks

Signatures

/s/ Mark Hilz		12/22/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan (as amended, the "Plan") pursuant to the approval of the Issuer's board of directors. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock, $0.001 par value per share, upon satisfaction of the Conditions (as defined below).
(2)	The RSUs shall vest subject to the satisfaction of all of the following conditions (the "Conditions"): (i) approval by the Issuer's shareholders of any amendment or modification to or restatement of the Plan, which, among other things, contemplates the award of the RSUs, and (ii)(x) 1/3rd of the RSUs shall vest on the one-year anniversary of the grant date (the "Initial Vesting Date") and (y) thereafter, 1/12th of the RSUs shall vest on each subsequent quarterly anniversary of the Initial Vesting Date (each an "Additional Initial Vesting Date" and together with the Initial Vesting Date, the "Vesting Dates"), such that all of the RSUs shall fully vest on the three-year anniversary of the grant date, (continued to footnote 3)
(3)	in each case provided that the Reporting Person is continuously employed by and is in good standing with the Issuer and the Reporting Person's employment agreement with the Issuer (the "Employment Agreement") is in effect, through each applicable Vesting Date (except as otherwise provided below).
(4)	Notwithstanding the foregoing or anything to the contrary in the Employment Agreement, the Reporting Person shall not be required to be employed or perform any services to the Issuer under the Employment Agreement as of any applicable Vesting Date if the Reporting Person is terminated or otherwise let go by the Issuer for any reason or no reason other than Just Cause (as defined in the Employment Agreement) (for the avoidance of doubt, if the Reporting Person resigns or otherwise voluntarily departs, such resignation or voluntary termination shall not be deemed to satisfy this requirement with respect to the applicable Vesting Date). 100% of the RSUs shall vest (i) in the event of a Change of Control (as defined in the Employment Agreement) or (ii) if the Issuer achieves $250,000 or more of revenue in any fiscal quarter ending after the date hereof.
Remarks: Chief Operating Officer and Secretary

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