Form 4: HeartSciences Inc. Director Receives Stock Grant

Andrew Simpson, Director and CEO of HeartSciences Inc., received a grant of 425,000 shares of common stock as a retention bonus tied to a merger agreement.

Summary

• Andrew Simpson, a Director and Officer of HeartSciences Inc., was granted 425,000 shares of common stock on June 22, 2026.
• This grant is part of the Issuer's 2023 Equity Incentive Plan and is considered a retention bonus.
• The shares are non-votable until they vest, with vesting contingent on the closing of a merger agreement dated June 22, 2026.
• Vesting occurs in tranches: 1/4th of the shares vest three months after the merger closing, with subsequent 1/4th vesting every three months thereafter, fully vesting one year post-closing.
• Continued employment with the Issuer or its subsidiaries from the closing date through each vesting date is required, subject to specific termination rights.
• The grant aims to incentivize Mr. Simpson to lead the merger efforts, manage the legacy business post-closing, and provide guidance on public company reporting and capital markets.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it details a standard executive retention grant linked to a significant corporate event (merger), indicating management commitment but not providing new financial performance data.

Positives

• Significant stock grant awarded to a key executive (Andrew Simpson) as a retention bonus, indicating management commitment and alignment with the company's strategic goals.
• The grant is tied to the successful closing of a merger, aligning executive incentives with a major corporate event.
• The structure of the vesting schedule provides ongoing incentives for Mr. Simpson to remain with the company for a full year post-merger.
• The grant acknowledges Mr. Simpson's role in leading critical merger activities and post-merger transition.

Negatives

• The vesting of the shares is entirely contingent on the successful closing of the merger, meaning the grant has no immediate value if the merger does not occur.
• The shares are non-votable until they vest, limiting immediate shareholder rights for the recipient.

Risks

• The primary risk is the failure of the merger to close, which would result in the forfeiture of the stock grant.
• Continued employment risk: If Mr. Simpson's employment is terminated under certain conditions prior to vesting, the shares may not vest.
• The success of the vesting schedule is dependent on the company's ability to successfully integrate post-merger and maintain operations.

Future Outlook

The future outlook for the granted shares is directly tied to the successful closing of the merger agreement dated June 22, 2026, and the subsequent vesting schedule over one year post-closing, contingent on continued employment.

Management Comments

• The Shares were granted to the Reporting Person as a retention bonus in connection with the transactions contemplated by the Merger Agreement to lead the Issuer and its merger subsidiary's efforts to close the Transactions, to lead the Issuer's current legacy business after the Closing and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Issuer following the Closing.

Industry Context

StockSavvy.ai notes that grants of stock tied to merger closings and retention are common in the biotechnology and medical device sectors, especially during periods of significant corporate activity like M&A. This practice aims to secure key leadership through critical transition phases.

Stakeholder Impact

• Shareholders: The grant aligns executive incentives with the successful completion of the merger, potentially benefiting shareholders if the merger creates value. However, it represents potential future dilution upon vesting.
• Employees: The grant to a key executive signals a focus on leadership continuity during a critical merger period, which can provide stability for employees.
• Management: Directly impacts Andrew Simpson by providing significant equity incentives tied to his leadership and the company's strategic direction.

Next Steps

• Closing of the merger agreement dated June 22, 2026.
• Vesting of 1/4th of the granted shares three months after the merger closing.
• Subsequent vesting of 1/4th of shares every three months thereafter.
• Full vesting of all shares on the one-year anniversary of the merger closing, provided employment conditions are met.

Key Dates

Keywords

SEC Form 4, HeartSciences Inc., Andrew Simpson, Stock Grant, Retention Bonus, Merger Agreement, Equity Incentive Plan, Beneficial Ownership, Vesting Schedule, Executive Compensation