Material Agreement (Form 8-K)

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.