HeartSciences Inc. filed Definitive Additional Materials on Schedule 14A on October 27, 2026, supplementing shareholder communications related to its proposed all-stock merger with Fortitude Mining Holdings, Inc.

Key Highlights

  • All-stock merger: HeartSciences (NASDAQ:HSCS), described as an AI-powered medical technology company, has entered into a definitive merger agreement with Fortitude Mining Holdings, Inc., a vertically-integrated digital asset mining platform anchored in Zcash.
  • Definitive Proxy filed October 19, 2026: HeartSciences filed its Definitive Proxy Statement on Schedule 14A with the SEC on October 19, 2026, in connection with the proposed transaction.
  • Social media content included: The filing contains a social media post published by an executive officer of Digital Currency Group, Inc. ("DCG"), submitted as solicitation material.
  • Shareholder vote required: According to the filing, closing the proposed transaction is conditioned on obtaining the requisite approval of HeartSciences shareholders at a special meeting.
  • Zcash price risk cited: The filing identifies "the highly volatile nature of the price of Zcash and other cryptocurrencies" as a risk factor that could cause actual results to differ from forward-looking statements.
  • Fortitude monetizes mined assets: The filing states that Fortitude currently sells or otherwise monetizes all the digital assets it mines, including ZEC, in the ordinary course of business.

HeartSciences and Fortitude Mining: Terms and Background of the Proposed Combination

According to the filing, HeartSciences Inc. (NASDAQ:HSCS) and Fortitude Mining Holdings, Inc. have entered into a definitive merger agreement to combine in an all-stock transaction referred to throughout the filing as the "Proposed Transaction." HeartSciences describes itself as an AI-powered medical technology company, while Fortitude is described as a vertically-integrated digital asset mining platform anchored in Zcash, a cryptocurrency traded under the symbol ZEC.

The Definitive Additional Materials filed October 27, 2026, are intended to be read alongside the Definitive Proxy Statement that HeartSciences filed with the SEC on October 19, 2026. That proxy statement, according to the filing, is to be mailed to each shareholder entitled to vote at the special meeting called in connection with the Proposed Transaction. The filing notes that HeartSciences' 2026 Annual Report on Form 10-K was filed with the SEC on July 23, 2026, and that its Quarterly Report for the fiscal quarter ended July 31, 2026 was filed on September 14, 2026.

The filing states that DCG, an affiliate of Fortitude, and its subsidiaries "from time to time sell, pledge or otherwise monetize their digital asset holdings, including ZEC," with funds used "to fund operating expenses and capital investments, as well as for other purposes, including to hedge exposures and realize investment gains." The filing also notes that HeartSciences, Fortitude, their respective directors and executive officers, and certain executive officers of DCG may be deemed participants in the solicitation of proxies from HeartSciences shareholders. The filing contains forward-looking statements that are the company's own and are subject to its cautionary language, including risks that the transaction may not be completed on the anticipated timeline or at all.

What Was Disclosed

HeartSciences filed Definitive Additional Materials on Schedule 14A on October 27, 2026, disclosing supplemental solicitation materials, including a social media post from a DCG executive officer, in connection with its proposed all-stock merger with Fortitude Mining Holdings, Inc.