HeartSciences Inc. filed a Form 8-K on November 6, 2026, disclosing voluntary supplemental disclosures to its definitive proxy statement in connection with its planned merger with Fortitude Mining HoldCo, LLC, following seven shareholder demand letters alleging omissions in the proxy materials.

Key Highlights

  • Seven demand letters received: HeartSciences disclosed it received seven demand letters from counsel to purported shareholders alleging the preliminary and/or definitive proxy statement omits certain purportedly material information regarding the Transactions.
  • Company denies merit: According to the filing, "The Company believes that the allegations asserted in the Demands are without merit" and denies that any further disclosure beyond the Proxy Statement is required under applicable law.
  • Voluntary disclosures made: The company stated it determined to voluntarily make supplemental disclosures "in order to avoid nuisance and possible transaction delays and to minimize the expense of defending against potential litigation, and without admitting any liability or wrongdoing."
  • Special Meeting unchanged: The Supplemental Disclosures will not change the timing of the Special Meeting, which is scheduled for November 19, 2026, at 10:00 a.m. Eastern Time, to be held virtually.
  • Fortitude financial detail added: The filing supplements the financial advisor section to disclose that, for purposes of the guideline public company analysis, Fortitude's total debt was $0 and cash and cash equivalents were approximately $12.2 million as of May 31, 2026.
  • Merger structure: The Merger Agreement, dated June 23, 2026, and amended July 27, 2026, provides that Merger Sub will merge with and into Fortitude HoldCo, with Fortitude HoldCo surviving the merger. Fortitude Seller is a wholly owned subsidiary of Digital Currency Group, Inc.

HeartSciences Responds to Shareholder Demands With Proxy Supplements

HeartSciences Inc. (NASDAQ:HSCS), a Texas corporation, filed a current report disclosing supplemental information to its October 19, 2026 definitive proxy statement. The supplements relate to the company's planned merger transaction with Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Fortitude Mining Holdings, Inc., which is itself a wholly owned subsidiary of Digital Currency Group, Inc. The merger would be effected through Cordis Acquisition, LLC, a direct wholly owned subsidiary of HeartSciences.

According to the filing, following the July 27, 2026 filing of the preliminary proxy statement, the company received seven demand letters from counsel to purported shareholders. Those letters alleged that the proxy materials omit certain purportedly material information and demanded supplemental disclosures prior to the shareholder vote. The company stated it denies all such allegations and disputes that any additional disclosure is legally required. The filing states expressly that "Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth herein."

The Supplemental Disclosures address two areas of the Proxy Statement. First, the filing adds detail to the "Background of the Transaction" section, clarifying that the January 6, 2026 letter of intent with Fortitude included a 60-day exclusivity period subject to automatic 15-day extension, and that management and board composition of the combined company would be selected by Fortitude. Second, the filing supplements the financial advisor opinion section with a table showing, as of June 16, 2026, the market capitalization, enterprise value, and revenue and EBITDA estimates for seven guideline public companies used by Houlihan Capital in its analysis, and discloses the specific balance sheet inputs applied to Fortitude, including total debt of $0 and approximately $12.2 million in cash and cash equivalents as of May 31, 2026.

What Was Disclosed

HeartSciences filed an 8-K on November 6, 2026, providing voluntary supplemental proxy disclosures following seven shareholder demand letters. The company denied the allegations had merit and stated the Special Meeting remains scheduled for November 19, 2026.