Private Placement, Management Change/Compensation (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

The disclosure required by this Item is included in Item 5.02 of this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference. Based in part upon the representations of the applicable officers and directors of HeartSciences Inc., a Texas corporation ("HeartSciences" or "Parent"), the offering and issuance of the Equity Award (as defined below), will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2026, HeartSciences, 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 Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the "Merger") with HeartSciences thereby becoming the sole managing member of the surviving company (the "Surviving Company") following the consummation of the transactions contemplated by the Merger Agreement (such transactions, the "Transactions" and such consummation, the "Closing").

Employment Agreement Amendment with Andrew Simpson

In connection with the Transactions, on June 22, 2026, HeartSciences entered into an amendment (the "Simpson EA Amendment") to the Employment Agreement, dated as of April 5, 2022 (the "Simpson Employment Agreement"), with Mr. Simpson, HeartSciences' current Chief Executive Officer and Chairman of the Board of Directors (the "Board"), to provide certain revisions to the definitions of "Just Cause" and "Constructive Termination" (each as defined in the Simpson EA Amendment). In addition, effective as of the Closing, the term of the Simpson Employment Agreement will restart to commence as of the date of the Closing and will continue for one year thereafter, with the term automatically renewing for an additional one-year period at the end of the original one-year term and any additional one-year term, unless either Parent or Mr. Simpson gives written notice to the other party, at least 90 days prior to the end of the applicable term, of such party's decision not to renew. The foregoing description of the Simpson EA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Bonuses

In addition, in connection with the execution of the Merger Agreement and subject to the Closing, the Compensation Committee of the Board (the "Compensation Committee") granted an award of 425,000 restricted shares of Parent's common stock (the "Shares") to Mr. Simpson (the "Simpson Equity Award") under the HeartSciences' 2023 Equity Incentive Plan (as amended, modified or restated from time to time, the "Plan") as a retention bonus in connection with the Transactions to lead Parent's and the Merger Sub's efforts to close the Transactions and to lead the current legacy business of HeartSciences after the Closing, and to provide public-company, SEC-reporting and capital-markets guidance and transition support to HeartSciences following the Closing. The Shares will be non-voting until they vest. The Shares were issued on June 22, 2026, before the signing of the Merger Agreement. The vesting of such restricted shares is subject to the Conditions (as defined below).