8-K/A: HeartSciences Files 8-K/A for Fortitude Mining Merger

HeartSciences Inc. has filed an 8-K/A to supplement its prior 8-K filing regarding the merger agreement with Fortitude Mining Holdings, Inc., providing necessary financial statements and pro forma information.

Summary

• This filing is an amendment (8-K/A) to a previous Current Report (8-K) filed on June 23, 2026.
• The amendment's purpose is to provide required financial statements for Fortitude Mining Holdings, Inc. (Fortitude) and pro forma financial information related to the merger agreement between HeartSciences Inc. (HeartSciences) and Fortitude.
• The merger transactions involve HeartSciences, Fortitude, Fortitude Mining HoldCo, LLC, and Cordis Acquisition, LLC.
• HeartSciences intends to file a definitive Proxy Statement with the SEC for its stockholders to vote on the transactions.
• The filing includes audited financial statements for Fortitude for the years ended December 31, 2025 and 2024, and unaudited interim financial statements for the three months ended March 31, 2026 and 2025.
• Unaudited pro forma financial information for the combined entity is also provided, reflecting the merger's impact.
• The merger is expected to close in the second half of 2026, subject to closing conditions.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral; it's a procedural amendment providing necessary financial details for a previously announced merger, without new strategic announcements or significant financial performance updates beyond what was in the initial 8-K.

Positives

• The filing provides necessary financial disclosures for the proposed merger, enabling a more complete understanding of the transaction.
• The pro forma financial information offers insight into the potential combined entity's financial position and results of operations.
• HeartSciences is actively pursuing the merger with Fortitude, indicating strategic growth initiatives.

Negatives

• The filing is an amendment, suggesting initial filings may have been incomplete, requiring supplementary information.
• The pro forma financial information is based on preliminary estimates and assumptions, and actual results may differ materially.
• The merger is subject to closing conditions and stockholder approval, introducing uncertainty regarding its completion.

Risks

• The digital asset industry is largely unregulated, highly speculative, and volatile, which could impact Fortitude's operations and the value of its assets.
• Fortitude's reliance on mining revenues, which are highly concentrated, presents a risk.
• The company relies on vendors such as mining pool operators, equipment vendors, and hosting and energy providers.
• The merger is subject to various closing conditions, including stockholder approval, which may not be met.
• The combined company's future financial performance is uncertain and depends on various factors, including market conditions and operational execution.

Future Outlook

The filing does not provide specific forward-looking statements or guidance for the combined entity, but it does indicate that the merger is expected to close during the second half of 2026, subject to closing conditions. The pro forma financial information illustrates the potential financial position and results of operations of the combined company.

Management Comments

• Andrew Simpson, President, Chief Executive Officer and Chairman of the Board of Directors of HeartSciences Inc., signed the report.
• The filing notes that participants in the solicitation of proxies may be deemed participants in the solicitation of proxies from HeartSciences stockholders in connection with the Transactions.

Industry Context

StockSavvy.ai notes that this filing represents a significant strategic move for HeartSciences, a company focused on AI-enhanced electrocardiography solutions, to enter the digital asset mining sector through its merger with Fortitude Mining Holdings. This diversification could offer new growth avenues but also introduces the inherent volatility and regulatory uncertainties of the cryptocurrency industry.

Comparison to Industry Standards

• The financial statements of Fortitude Mining Holdings, Inc. are prepared in accordance with U.S. GAAP, which is the standard for publicly traded companies in the United States.
• The pro forma financial information is prepared in accordance with Article 11 of Regulation S-X, which governs the presentation of pro forma financial information for business combinations.
• The merger structure, involving an all-stock transaction and a reverse acquisition accounting treatment where Fortitude is the acquirer, is a common approach in the industry for combining companies with different market capitalizations or operational focuses.

Legal Proceedings

• On December 12, 2025, Malikie Innovations Ltd. and Key Patent Innovations Ltd. filed suit against Fortitude and other parties in the U.S. District Court for the Western District of Texas, alleging patent infringement.

Related Party Transactions

• Fortitude Mining Holdings, Inc. had related party mining participant revenue with Foundry (a related party) of $58,091,000 for the year ended December 31, 2025, and $8,125,000 for the three months ended March 31, 2026.
• Fortitude had rental income from a related party (Foundry) of $72,000 for the year ended December 31, 2025, and $14,000 for the three months ended March 31, 2026.
• Fortitude incurred costs of $1,399,000 for the year ended December 31, 2025, and $128,000 for the three months ended March 31, 2026, pursuant to shared services and managed services agreements with Foundry.
• Fortitude incurred costs of $329,000 for the year ended December 31, 2025, pursuant to a transition services agreement with DCG.
• DCG contributed $9,357,000 to Fortitude during the year ended December 31, 2025, for acquisitions.
• DCG, via Foundry, contributed $459,000 of property and equipment to Fortitude during the year ended December 31, 2025.

Stakeholder Impact

• Shareholders of HeartSciences will vote on the merger and their ownership stake will be diluted in the combined entity, with Fortitude shareholders expected to hold approximately 95% of the voting interests.
• Fortitude's equity holders will receive shares of HeartSciences' Class V and Class A common stock, representing approximately 95% of the combined company's equity.
• Employees of both companies may experience changes in roles, responsibilities, and organizational structure post-merger.
• Creditors of either company may be impacted by the change in financial structure and creditworthiness of the combined entity.

Next Steps

• HeartSciences will file a definitive Proxy Statement with the SEC.
• HeartSciences stockholders will vote on the transactions.
• The merger is expected to close in the second half of 2026, subject to satisfaction of closing conditions.

Key Dates

Recommendation

The filing is an amendment to provide supplementary financial information for a previously announced merger. It does not contain new strategic information or performance data that would warrant a change in recommendation. The merger itself introduces significant uncertainty and a shift in business focus for HeartSciences, making a 'hold' appropriate until the transaction closes and the combined entity's performance can be assessed.

Keywords

Merger Agreement, Fortitude Mining Holdings, HeartSciences Inc., Pro Forma Financial Information, Financial Statements, SEC Filing, Digital Asset Mining, Business Combination