HeartSciences Inc. filed Definitive Additional Materials on November 10, 2026, supplementing its October 19, 2026 proxy statement with updated information on the board composition and director biographies for the combined company expected to result from its pending merger with Fortitude Mining Holdings, Inc.

Key Highlights

  • Nine-member board: The Combined Company Board will initially be fixed at nine members, with two drawn from the current HeartSciences Board and seven designated by DCG as sole stockholder of Fortitude Seller.
  • HeartSciences directors retained: Andrew Simpson, age 58, and David R. Wells, age 64, are the two current HeartSciences Board members continuing on the Combined Company Board.
  • CEO named: Jaime Leverton, age 49, is listed as Chief Executive Officer and Director of the combined company.
  • Staggered board structure: According to the filing, the Combined Company Board is expected to maintain the staggered board structure of the current HeartSciences Board.
  • Merger Agreement dated June 23, 2026: The supplement relates to the Agreement and Plan of Merger among HeartSciences, Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC, and Cordis Acquisition, LLC.
  • Five executive officers listed: Erik Ellingson (CFO, age 38), Andrea Childs (COO, age 47), Kimberly Pittman (Chief Legal Officer, age 55), and Stephanie Marchioni (Chief Human Resources Officer, age 50) are named alongside the CEO.

HeartSciences Discloses Combined Board Makeup and Director Backgrounds Ahead of Fortitude Merger Vote

HeartSciences Inc. (NASDAQ:HSCS) filed this proxy supplement to amend and restate portions of its Definitive Proxy Statement originally filed on October 19, 2026. According to the filing, the supplement serves two main purposes: providing additional information about the Combined Company Board and its committees, and disclosing employment arrangements between Fortitude Mining, LLC and certain of its officers.

The filing states that the Combined Company Board will consist of nine members. DCG, described as the sole stockholder of Fortitude Seller, designated seven of those directors: Elizabeth B. Higgins, Simon Koster, Jaime Leverton, Mark Shifke, Julie Stitzel, Simcha Wurtzel, and Jason Yacavone. The supplement notes that ages in the accompanying table are as of November 9, 2026. Andrew Simpson and David Wells, the two continuing HeartSciences directors, "will be in the class of directors up for election at the first annual meeting of the Combined Company after consummation of the Transactions," according to the filing.

The supplement also adds biographical details for three non-employee directors. Elizabeth B. Higgins, age 57, is described as Executive Vice President and Chief Financial Officer of Oglethorpe Power Corporation, a role she has held since July 2004, with her EVP title since October 2008. Simcha Wurtzel, age 45, is described as having held finance leadership roles with DCG and Grayscale Investments from 2013 to 2021, including service as principal financial officer of Grayscale. David R. Wells, age 64, is noted as having served as a HeartSciences director since December 2022 and as holding concurrent fractional CFO roles at Fusemachines Inc. and Global Innovative Platforms Inc. as of the supplement's filing. The HeartSciences Board's stated conclusions on each nominee's qualifications are included in the supplement and attributed to that board.

What Was Disclosed

HeartSciences filed a proxy supplement disclosing the nine-member board composition of the post-merger combined company, naming all directors and executive officers with ages and titles, and providing expanded biographies for three non-employee directors in connection with its pending merger with Fortitude Mining Holdings, Inc.