HeartSciences Inc. filed Definitive Additional Materials with the SEC on November 6, 2026, supplementing prior proxy communications related to its all-stock merger agreement with Fortitude Mining Holdings, Inc., and including social media posts published by an executive officer of Digital Currency Group, Inc.

Key Highlights

  • All-stock merger agreement: HeartSciences (NASDAQ:HSCS), described in the filing as an AI-powered medical technology company, and Fortitude Mining Holdings, Inc., described as a vertically-integrated digital asset mining platform anchored in Zcash, have entered into a definitive merger agreement to combine.
  • Definitive proxy already filed: According to the filing, HeartSciences filed a definitive proxy statement on Schedule 14A with the SEC on October 19, 2026, and mailed it along with a proxy card to eligible shareholders.
  • Social media content included: The filing states it contains social media posts published by a certain executive officer of Digital Currency Group, Inc. ("DCG") in connection with the proposed transaction.
  • Annual report on file: The filing references HeartSciences' 2026 Annual Report filed with the SEC on July 23, 2026, and a Quarterly Report for the fiscal quarter ended July 31, 2026, filed on September 14, 2026.
  • Fortitude monetizes mined assets: The filing discloses that "in the ordinary course of business, Fortitude currently sells or otherwise monetizes all the digital assets that it mines, including ZEC," with proceeds used for operating expenses, capital investments, hedging, and investment gains.
  • Shareholder vote required: The filing identifies, among the risks listed, "the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval of the HeartSciences shareholders."

HeartSciences and Fortitude Mining: Details of the Supplemental Proxy Filing

The November 6, 2026 filing from HeartSciences Inc. (NASDAQ:HSCS) consists of Definitive Additional Materials submitted under Schedule 14A, extending the proxy solicitation record for the company's proposed all-stock combination with Fortitude Mining Holdings, Inc. The company described itself in the filing as an AI-powered medical technology company, while Fortitude was characterized as a vertically-integrated digital asset mining platform anchored in Zcash (ZEC), a cryptocurrency.

According to the filing, HeartSciences and 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 notes that DCG and its affiliates and subsidiaries, including Fortitude, "from time to time sell, pledge or otherwise monetize their digital asset holdings, including ZEC," with the funds received used to cover operating expenses, capital investments, and other purposes including hedging exposures and realizing investment gains.

The filing contains forward-looking statements attributed to company management, subject to the company's own cautionary language. Among the risks identified are the highly volatile nature of Zcash and other cryptocurrency prices, uncertainty around closing the transaction on the anticipated timeline, integration challenges, and "significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally." The filing states that each of HeartSciences and Fortitude "expressly disclaims any obligation to update or revise any forward-looking statements" except as required by applicable law.

What Was Disclosed

HeartSciences filed supplemental proxy materials on November 6, 2026, covering an all-stock merger with Fortitude Mining Holdings, Inc. The materials include social media posts by a DCG executive officer and reference a definitive proxy statement previously filed on October 19, 2026.