10-Q: HeartSciences Q2: Revenue Growth, AI-ECG Progress Amidst Losses

Sentiment:

Quarterly Report


HeartSciences Inc. reported minimal revenue growth and continued net losses in its Q2 2026 filing, while advancing its AI-ECG technology and securing significant capital through equity offerings.

Delay expectedThe impaired cardiac relaxation AI-ECG algorithm requires additional development and validation to align with updated American Society of Echocardiography (ASE) guidelines for Left Ventricular Diastolic Dysfunction (LVDD), which will delay its regulatory submission and potential commercialization.
Capital raiseThe company commenced a "best efforts" offering for Series D Convertible Preferred Stock and warrants, with a maximum offering amount of $15.0 million. Approximately $6.7 million has been raised, with $8.3 million still available.The At-the-Market (ATM) facility was amended in August 2025 to allow for the sale of up to $25.0 million of common stock. Approximately $0.2 million has been raised, with $4.2 million available for issuance (subject to S-3 limitations).An Equity Line with Lincoln Park Capital Fund, LLC provides for the purchase of up to $15.0 million of common stock. Approximately $12.8 million remains available.Management explicitly states plans to raise capital through the sale of additional equity securities, debt, or capital inflows from strategic partnerships to fund operations and achieve commercialization.
Worse than expectedNet loss increased to $4.4 million for the six months ended October 31, 2025, compared to $4.1 million in the prior year.Accumulated deficit grew to $80.5 million, indicating continued unprofitability.Management explicitly stated that current resources are insufficient to fund operations for the next twelve months, raising substantial doubt about the company's ability to continue as a going concern.Operating cash flow remains negative, with $4.3 million used in operating activities.Interest expense surged by 231%, contributing to the increased net loss.

Summary

  • Reported minimal revenue of $4,319 for the six months ended October 31, 2025, compared to no revenue in the prior year.
  • Net loss increased to $4.4 million for the six months ended October 31, 2025, from $4.1 million in the same period last year.
  • Accumulated deficit reached $80.5 million as of October 31, 2025.
  • Cash and cash equivalents increased to $1.95 million as of October 31, 2025, from $1.1 million at April 30, 2025, primarily due to financing activities.
  • Stockholders' equity significantly increased to $4.18 million from $0.21 million, driven by capital raises.
  • Research and Development expenses decreased by 29% to $1.7 million, while Selling, General, and Administrative expenses increased by 36% to $2.2 million.
  • Interest expense surged by 231% to $463,000 for the six months, partly due to the write-off of unamortized debt discounts on the Streeterville Note.
  • The company raised approximately $6.7 million from Series D Preferred Stock and warrants, and $0.2 million from its At-the-Market (ATM) facility.
  • The Streeterville Note, with an original principal of $2.51 million, has been fully repaid through a combination of common stock exchange ($1.975 million principal, $45,000 interest) and cash ($450,000).
  • HeartSciences regained compliance with Nasdaq's Minimum Stockholders' Equity Requirement on September 16, 2025.
  • The MyoVista wav ECG device was submitted to the FDA for 510(k) premarket clearance in December 2025.
  • The impaired cardiac relaxation AI-ECG algorithm requires additional development and validation due to updated American Society of Echocardiography (ASE) guidelines.
  • FDA Breakthrough Device designation was granted in June 2025 for the aortic stenosis ECG algorithm.
  • Management identified material weaknesses in internal controls over financial reporting, including lack of proper approval/review processes, insufficient U.S. GAAP/SEC accounting resources, and inadequate staff for segregation of duties.

Sentiment

Score: 4

Explanation: While the company made significant progress in capital raising, regulatory milestones (FDA submission, Breakthrough Device designation, patent), and product development (MyoVista Insights launch), the increased net loss, growing accumulated deficit, and explicit "going concern" warning indicate ongoing financial challenges and high operational risk. The need for further capital and delays in a key AI algorithm temper optimism.

Positives

  • Significant increase in cash and cash equivalents to $1.95 million, up from $1.1 million.
  • Substantial increase in total stockholders' equity to $4.18 million from $0.21 million, indicating successful capital raising efforts.
  • Regained compliance with Nasdaq's Minimum Stockholders' Equity Requirement, ensuring continued listing.
  • Successful repayment in full of the Streeterville Note, reducing debt obligations.
  • Submission of the MyoVista wav ECG device to the FDA for 510(k) premarket clearance in December 2025, a key regulatory milestone.
  • Granted FDA Breakthrough Device designation in June 2025 for the aortic stenosis ECG algorithm, potentially accelerating its review and development.
  • Granted a foundational patent in June 2025 covering the estimation of echocardiography parameters using an ECG.
  • Launch of MyoVista Insights platform (Version 1 and 1.1) in May 2025, designed to improve ECG workflow efficiency.
  • Decreased Research and Development expenses by 29% for the six months ended October 31, 2025, due to completion of MyoVista Insights Phase 1 and capitalization of software costs.

Negatives

  • Continued and increased net loss, reaching $4.4 million for the six months ended October 31, 2025.
  • Accumulated deficit grew to $80.5 million, highlighting a history of unprofitability.
  • Operating cash flow remains negative, with $4.3 million used in operating activities for the six months.
  • Significant increase in interest expense by 231% for the six months, partly due to debt write-offs.
  • Selling, General, and Administrative expenses increased by 36%, indicating rising operational overhead.
  • Management believes current resources are insufficient to fund operations for the next twelve months, raising substantial doubt about the company's ability to continue as a going concern.
  • The impaired cardiac relaxation AI-ECG algorithm requires additional development and validation due to updated ASE guidelines, potentially delaying its regulatory clearance.
  • Identified material weaknesses in internal controls over financial reporting, including lack of proper approval/review processes, insufficient accounting resources, and inadequate segregation of duties.

Risks

  • Dependence on key individuals and products.
  • Difficulties inherent in the development of a commercial market.
  • Need to obtain additional capital to fund operations, development, and commercialization.
  • Competition from larger companies and other technologies.
  • Inability to receive regulatory clearance for MyoVista wav ECG or MyoVista Insights platform and associated AI-ECG algorithms from the FDA or other agencies.
  • Timing and scope of clinical trials and prospects for regulatory approval or clearance.
  • Failure to maintain Nasdaq continued listing requirements.
  • Regulatory environment changes and health policies affecting the medical device industry.
  • Ability to meet expectations regarding commercial supply of products.
  • Ability to retain key executives.
  • Overall global economic environment and impact of health epidemics.
  • Impact of competition and new technologies.
  • General market, political, and economic conditions.
  • Ability to develop new products and intellectual property.
  • Potential litigation.
  • Future sales and issuances of common stock or other equity securities could result in dilution of existing stockholders' ownership and cause stock price to fall.
  • Risk of material write-downs of inventory due to obsolescence if FDA clearance and market acceptance of MyoVista wav ECG are not achieved.
  • Material weaknesses in internal control over financial reporting could adversely affect the ability to record, process, summarize, and report financial information.

Future Outlook

Management expects to continue devoting significant capital to research and development, clinical studies, and go-to-market strategies. Additional funding will be required to support working capital, continued development and commercialization of MyoVista Insights, and regulatory clearance of the MyoVista wav ECG device and the impaired cardiac relaxation AI-ECG algorithm. The company plans to raise capital through additional equity securities, debt, or strategic partnerships, but cannot assure availability on acceptable terms, which could materially adversely affect the company.

Management Comments

  • "Management believes that its hardware platform is in final form, however, prior to FDA clearance and market acceptance of the MyoVista wav ECG, further hardware changes could be necessary which could have an impact on net realizable values."
  • "If the Company does not receive FDA clearance and/or obtain market acceptance of the MyoVista wav ECG, the Company could have further material write-downs of inventory due to obsolescence in excess of the amount currently reserved."
  • "Based on the Company's forecasts and cashflow projections, management believes that current resources would be insufficient to fund operations to achieve commercialization."
  • "Management can provide no assurance that such financing or strategic relationships will be available on acceptable terms, or at all, which would likely have a material adverse effect on the Company and its financial statements."
  • "Management is monitoring the effectiveness of these and other processes, procedures and controls and will make any further changes deemed appropriate."
  • "Management believes the foregoing actions will effectively remediate the material weaknesses, however, our material weaknesses will not be considered remediated until controls are in place for a period of time, the controls are tested, and management concludes that the controls are properly designed and operating effectively."

Industry Context

HeartSciences operates in the rapidly evolving healthcare information technology (HIT) sector, specifically advancing electrocardiography (ECG) through artificial intelligence (AI). The development of AI-ECG algorithms and cloud-native platforms like MyoVista Insights aligns with broader industry trends towards digital health, AI-driven diagnostics, and improved workflow efficiency in medical settings. The company's focus on detecting cardiac dysfunction and obtaining FDA Breakthrough Device designation for specific algorithms positions it within the competitive landscape of medical device innovation, where regulatory approvals and intellectual property are critical for market entry and success. The need for additional development on its impaired cardiac relaxation algorithm due to updated ASE guidelines highlights the dynamic nature of clinical standards and the continuous R&D required in this field.

Comparison to Industry Standards

  • The company's development of AI-ECG algorithms and a cloud-native ECG management platform (MyoVista Insights) aligns with the industry trend towards digital health and AI-driven diagnostics, similar to efforts by larger players like Philips, GE Healthcare, and smaller innovators in the cardiac AI space.
  • The FDA Breakthrough Device designation for its aortic stenosis ECG algorithm is a significant achievement, placing it in a select group of companies receiving such expedited review, comparable to designations received by companies like Eko Health for AI-powered cardiac screening or AliveCor for its KardiaMobile ECG devices.
  • The submission of the MyoVista wav ECG device for 510(k) premarket clearance is a standard regulatory pathway for Class II medical devices, a process that many medical device companies, from startups to established firms, navigate to bring products to market.
  • The collaboration agreements with Rutgers and Mount Sinai for AI-ECG algorithm development are consistent with industry practices where academic institutions and medical centers partner with companies to translate research into commercial products, similar to partnerships seen with Mayo Clinic, Stanford, and various AI health tech firms.
  • The company's recurring losses and 'going concern' warning are common for early-stage medical technology companies that require substantial R&D investment and regulatory hurdles before achieving commercialization and profitability, contrasting with established, profitable medical device companies.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
CEO & ChairmanNAAndrew SimpsonNovember 28, 2025Grant of restricted shares as part of Equity Awards
COO, Secretary & DirectorNAMark HilzNovember 28, 2025Grant of RSU awards as part of Equity Awards
CFONADanielle WatsonNovember 28, 2025Grant of RSU awards as part of Equity Awards

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy UpdateAmended and Restated Insider Trading Policy adopted.September 22, 2025Enhances compliance with federal, state, and foreign securities laws regarding insider trading for Covered Persons.
Equity Incentive Plan AmendmentAmendment No. 3 to the 2023 Equity Incentive Plan approved by the Board of Directors to increase the maximum aggregate number of shares of Common Stock that may be issued under the plan to 1,250,000 shares, subject to shareholder approval.November 28, 2025Allows for greater equity compensation to attract and retain talent, but also introduces potential for further shareholder dilution.
Internal Control WeaknessesIdentified material weaknesses in internal control over financial reporting, including lack of proper approval/review processes, insufficient U.S. GAAP and SEC accounting resources, and insufficient staff for segregation of duties and oversight.October 31, 2025Indicates a risk to the reliability of financial reporting and requires significant remediation efforts to ensure compliance and accurate financial statements.

Legal Proceedings

  • No material claims outstanding or pending against the company as of October 31, 2025.

Related Party Transactions

  • FRV Note: Loan and Security Agreement with Front Range Ventures LLC (FRV), a shareholder, for $500,000. Maturity extended to September 30, 2026.
  • Royalty payments to founder, Guangren Gary Chen, based upon MyoVista wav ECG device unit sales ($500 on each of the first 2,400 devices; $200 on each device thereafter until royalties total $3,500,000). This obligation has a first priority security interest and pledge on the covered technology.

Stakeholder Impact

  • Shareholders: Potential for significant dilution from ongoing and future equity raises. Continued net losses and going concern warning pose a risk to investment value. Regulatory progress and patent grants could positively impact long-term value.
  • Employees: Stock-based compensation (options, RSUs) is a significant part of compensation, aligning interests with company performance and regulatory milestones. Hiring expenses increased, indicating growth in personnel.
  • Customers/Healthcare Providers: MyoVista Insights platform aims to improve workflow efficiency and data management. MyoVista wav ECG and AI-ECG algorithms offer potential for improved cardiac diagnostics.
  • Creditors: Streeterville Note fully repaid, reducing one debt obligation. FRV Note maturity extended.
  • Regulatory Bodies (FDA): Company is actively engaged in the FDA clearance process for its devices and algorithms, and has received Breakthrough Device designation, indicating a commitment to regulatory compliance and innovation.

Next Steps

  • Obtain FDA clearance for the MyoVista wav ECG device.
  • Further advance the development and validation of the impaired cardiac relaxation AI-ECG algorithm to align with updated clinical standards.
  • Launch sales of MyoVista wav ECG, MyoVista Insights, and AI-ECG algorithms into the U.S. market.
  • Continue to invest in research and development for new products and technologies.
  • Raise additional capital through equity sales, debt, or strategic partnerships to fund operations and achieve commercialization.
  • Remediate identified material weaknesses in internal controls over financial reporting.
  • Seek shareholder approval for Amendment No. 3 to the 2023 Equity Incentive Plan.

Key Dates

DateDescription
September 20, 2023Company entered into multiple definitive license agreements with Mount Sinai.
September 21, 2023Filing date of Current Report on Form 8-K regarding Securities Purchase Agreement and Licenses with Mount Sinai.
November 17, 2023Filing date of Current Report on Form 8-K regarding Note Conversion Letter Agreements and Warrant Amendments.
May 6, 2024Company filed Certificate of Amendment to effect a 1-for-100 reverse stock split.
May 17, 2024Effective date of the 1-for-100 reverse stock split.
August 19, 2024Company and FRV entered into Amendment No. 6 to Loan and Security Agreement.
September 6, 2024Company entered into Note Purchase Agreement with Streeterville Capital, LLC.
September 10, 2024Filing date of Current Report on Form 8-K regarding Streeterville Note Purchase Agreement.
October 18, 2024Filing date of Current Report on Form 8-K regarding Certificate of Amendment to Amended and Restated Certificate of Formation.
February 10, 2025Board of Directors adopted Certificate of Designations of Series D Preferred Stock.
March 3, 2025Filing date of Offering Statement on Form 1-A/A regarding Series D Preferred Stock Offering.
March 10, 2025Company commenced 'best efforts' offering for Series D Preferred Stock Units; entered into selling agency agreement with Digital Offering LLC.
March 13, 2025Filing date of Quarterly Report on Form 10-Q regarding First Amendment to Selling Agency Agreement.
March 19, 2025Received letter from Nasdaq regarding non-compliance with Minimum Stockholders' Equity Requirement.
April 30, 2025End of Fiscal Year 2025.
May 5, 2025Submitted plan to Nasdaq to regain compliance.
May 14, 2025Nasdaq granted extension until September 15, 2025, to regain compliance.
May 21, 2025Certificate of Designations of Series D Preferred Stock filed with Texas Secretary of State.
May 28, 2025Texas Secretary of State notified company that Certificate of Designations was effective as of filing date. Filing date of Current Report on Form 8-K regarding Certificate of Designation of Series D Preferred Stock.
June 2025Company granted a foundational patent from USPTO.
June 2025Company granted Breakthrough Device designation by the FDA for its aortic stenosis ECG algorithm.
July 9, 2025Board of Directors approved amendment to 2023 Equity Incentive Plan to increase shares to 1,000,000 plus Evergreen Shares.
July 14, 2025Filing date of Current Report on Form 8-K regarding Amendment No. 2 to 2023 Equity Incentive Plan.
July 24, 2025Independent registered public accounting firm issued opinion on audited financial statements with going concern explanatory paragraph.
August 3, 2025Company entered into Amendment No. 3 to the Equity Distribution Agreement with Maxim Group.
August 4, 2025Filing date of Current Report on Form 8-K regarding Amendment No. 3 to Equity Distribution Agreement.
September 15, 2025Deadline to regain Nasdaq compliance.
September 16, 2025Nasdaq confirmed company regained compliance with Minimum Stockholders' Equity Requirement.
September 22, 2025Amended and Restated Insider Trading Policy adopted.
September 26, 2025Company and FRV entered into Amendment No. 7 of the Loan and Security Agreement.
September 30, 2025Maturity date of FRV Note (extended to September 30, 2026).
October 1, 2025Filing date of Current Report on Form 8-K regarding Amendment No. 7 to Loan and Security Agreement and No. 3 Amended and Restated Secured Promissory Note.
October 31, 2025End of the quarterly period covered by the 10-Q.
November 28, 2025Board approved Amendment No. 3 to Equity Incentive Plan (subject to shareholder approval) and granted RSUs/restricted shares to executives and directors.
December 12, 2025Number of Common Stock shares outstanding (3,178,207).
December 15, 2025Date of filing the 10-Q.
December 2025Company submitted MyoVista wav ECG device to the FDA for 510(k) premarket clearance.
March 2026Original maturity date of Streeterville Note (now fully repaid).
May 1, 2026Beginning of fiscal year for automatic increase of shares under Equity Incentive Plan.
September 30, 2026Extended maturity date of the FRV Note.

Recommendation

hold

The company is in a critical development and commercialization phase, marked by significant R&D investment and regulatory milestones (FDA submission, Breakthrough Device designation, patent grants). While it has successfully raised capital and addressed Nasdaq compliance, the persistent net losses, growing accumulated deficit, and explicit "going concern" warning indicate high financial risk. The delay in a key AI algorithm due to updated guidelines adds uncertainty. For a seasoned investor, the current stage suggests a "hold" position, awaiting clearer signs of commercial traction, sustained revenue growth, and resolution of the going concern issue, while acknowledging the long-term potential of its AI-ECG technology. The successful capital raises and regulatory progress are positive, but the underlying financial performance and operational risks warrant caution rather than a "buy" or "sell" at this juncture.

Keywords

ECG technology, Artificial Intelligence, AI-ECG algorithms, MyoVista wav ECG, MyoVista Insights, Medical Device Data System (MDDS), FDA clearance, Breakthrough Device designation, Cardiovascular diagnostics, Healthcare IT, Nasdaq compliance, Capital raise, Going concern, Financial reporting, Internal controls, Stockholders' equity, Net loss, Research and development, Intellectual property, Preferred stock, Warrants

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