10-Q: HeartSciences Q3 2026: AI-ECG Progress, Funding Secured

Sentiment:

Quarterly Report


HeartSciences Inc. reports progress on its AI-ECG platforms, secures significant financing, and addresses going concern issues in its Q3 2026 filing.

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), leading to a separation of its FDA submission from the MyoVista wavECG device.The maturity date for the $2.5M Streeterville Note was extended from March 2026 to June 30, 2026.
Capital raiseReceived aggregate net proceeds of approximately $3.0 million in January 2026 from the issuance of a $3.6M Streeterville Note.Issued 1,912,383 Units (Series D Convertible Preferred Stock and warrants) for gross proceeds of approximately $6.7 million, with approximately $8.3 million still available for issuance.Sold 48,858 shares under the At-the-Market (ATM) Facility for net proceeds of approximately $0.2 million, with approximately $4.2 million available for issuance.Approximately $12.8 million remains available for issuance under the Lincoln Park Capital Fund, LLC Equity Line.Management explicitly states plans to raise capital through the sale of additional equity securities, debt, or capital inflows from strategic partnerships.
Worse than expectedThe company continues to incur significant losses and negative cash flows from operations, leading to substantial doubt about its ability to continue as a going concern.Management explicitly states that current resources are insufficient to fund operations for the next twelve months.Material weaknesses in internal control over financial reporting were identified, indicating deficiencies in financial oversight and processes.The impaired cardiac relaxation AI-ECG algorithm requires additional development and validation, delaying its potential market entry.Interest expense increased significantly for the nine-month period, reflecting increased debt burden.

Summary

  • Net loss for the nine months ended January 31, 2026, was $6.4 million, a slight improvement from $6.7 million in the prior year.
  • Cash and cash equivalents increased significantly to $3.4 million as of January 31, 2026, from $1.1 million at April 30, 2025.
  • Total stockholders' equity rose to $2.7 million from $0.2 million over the same period.
  • The MyoVista wavECG device was submitted to the FDA for 510(k) premarket clearance in December 2025.
  • The company secured approximately $3.0 million in net proceeds from a new $3.6M Streeterville Note in January 2026.
  • An additional $6.7 million in gross proceeds was raised through the issuance of Series D Preferred Stock and warrants.
  • Identified material weaknesses in internal control over financial reporting, including lack of proper approval processes, insufficient accounting resources, and inadequate segregation of duties.
  • The impaired cardiac relaxation AI-ECG algorithm requires further development and validation due to updated ASE guidelines, leading to a separate FDA submission.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a low sentiment score due to the persistent going concern warning, significant accumulated deficit, and identified material weaknesses in internal controls, despite successful capital raises and product development progress.

Positives

  • Net loss for the nine months ended January 31, 2026, decreased to $6.4 million from $6.7 million in the prior year.
  • Cash and cash equivalents increased by $2.3 million to $3.4 million as of January 31, 2026.
  • Total stockholders' equity significantly increased to $2.7 million from $0.2 million.
  • The MyoVista wavECG device was submitted to the FDA for 510(k) premarket clearance in December 2025.
  • Secured $3.0 million in net proceeds from the $3.6M Streeterville Note.
  • Raised $6.7 million in gross proceeds from the Series D Preferred Stock and warrants offering.
  • Regained compliance with Nasdaq's Minimum Stockholders' Equity Requirement as of September 16, 2025.
  • MyoVista Insights platform launched in mid-2025 and is exempt from FDA 510(k) requirements.
  • Research and development expenses decreased by 32% for the nine months ended January 31, 2026, primarily due to completed Phase 1 of MyoVista Insights and capitalization of software costs.

Negatives

  • The company has incurred losses and negative cash flows from operations since inception, with an accumulated deficit of $82.5 million as of January 31, 2026.
  • 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.
  • Interest expense increased by 64% to $0.5 million for the nine months ended January 31, 2026, compared to the same period in 2025.
  • Selling, general, and administrative expenses increased by 18% to $3.5 million for the nine months ended January 31, 2026.
  • The impaired cardiac relaxation AI-ECG algorithm requires additional development and validation due to updated ASE guidelines, delaying its FDA submission.
  • Material weaknesses in internal control over financial reporting were identified, including lack of proper approval processes, insufficient accounting resources, and inadequate segregation of duties.
  • The $2.5M Streeterville Note's maturity date was extended to June 30, 2026, indicating ongoing debt management.

Risks

  • Dependence on key individuals and products.
  • Difficulties inherent in the development of a commercial market.
  • Need to obtain additional capital, with no assurance of availability on acceptable terms.
  • Competition from larger companies and other technologies.
  • Ability to receive regulatory clearances for MyoVista wavECG or MyoVista Insights platform and associated AI-ECG algorithms from the FDA or foreign regulatory agencies.
  • Ability to further advance the development of MyoVista Insights and incorporate AI-ECG algorithms.
  • Ability to launch sales of MyoVista Insights, and AI-ECG algorithms, the MyoVista wavECG, or any future potential products into the U.S.
  • Failure to maintain Nasdaq continued listing requirements could result in a de-listing of shares and penny stock trading.
  • The regulatory environment and changes in health policies and regimes in the countries in which the company intends to operate, including the impact of any changes in regulation and legislation that could affect the medical device industry.
  • Ability to meet expectations regarding the commercial supply of current products and any future products.
  • Ability to retain key executives.
  • Ability to internally develop new inventions and intellectual property.
  • The overall global economic environment.
  • The ultimate impact of health epidemics on the business, clinical trials, research programs, healthcare system, or the global economy as a whole.
  • The impact of competition and new technologies.
  • General market, political, and economic conditions in the countries in which the company operates.
  • Ability to develop new products and intellectual property.
  • Changes in the company's strategy.
  • Potential litigation.
  • Risk of further material write-downs of inventory due to obsolescence if FDA clearance and/or market acceptance of the MyoVista wavECG is not achieved.

Future Outlook

Management expects to continue devoting significant capital resources to research and development, clinical studies, and go-to-market strategies. The company will need to raise additional capital through equity sales, debt, or strategic partnerships to fund operations and achieve commercialization, with no assurance such financing will be available on acceptable terms. The future success of the MyoVista wavECG device is dependent on obtaining FDA clearance and integrating an impaired cardiac relaxation AI-ECG algorithm, which requires additional development and validation.

Management Comments

  • "Current resources would be insufficient to fund operations to achieve commercialization."
  • "Management's plans include raising capital through the sale of additional equity securities, debt, or capital inflows from strategic partnerships."
  • "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."
  • "The Company will continue to file annual, quarterly and current reports, proxy statements and other information with the SEC."
  • "We are committed to ensuring that our internal controls over financial reporting are designed and operating effectively."

Industry Context

StockSavvy.ai notes that HeartSciences operates in the rapidly evolving AI-ECG and cardiovascular diagnostic technology sector, a field experiencing significant innovation and investment. The company's focus on cloud-native, device-agnostic platforms like MyoVista Insights aligns with broader industry trends towards interoperability and AI integration in healthcare. However, the need for substantial additional capital and the challenges of FDA clearance for Class II medical devices like MyoVista wavECG are common hurdles for early-stage medical technology companies, similar to those faced by emerging competitors in the digital health space.

Comparison to Industry Standards

  • HeartSciences' accumulated deficit of $82.5 million and ongoing net losses are typical for early-stage medical device companies heavily invested in R&D and regulatory processes, similar to companies like AliveCor or Eko Health in their pre-commercialization phases, which also required significant capital to develop and gain regulatory approval for their ECG-based solutions.
  • The substantial increase in cash and equity, driven by recent financing activities, indicates a successful capital raise in a challenging market, which is a positive sign compared to smaller biotech or medtech firms that often struggle to secure funding without significant clinical milestones.
  • The identified material weaknesses in internal control over financial reporting, particularly regarding accounting resources and segregation of duties, are not uncommon for smaller reporting companies transitioning to public company requirements, but addressing these is crucial for investor confidence and regulatory compliance, aligning with best practices seen in more mature industry players.
  • The delay in the impaired cardiac relaxation AI-ECG algorithm due to updated ASE guidelines highlights the dynamic regulatory and clinical landscape in cardiovascular diagnostics, a challenge also faced by larger companies like Philips or GE Healthcare when updating their diagnostic algorithms to meet evolving medical standards.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive Officer and Chairman of the Board of DirectorsNAAndrew SimpsonNovember 2025Grant of restricted shares as compensation.
Chief Operating OfficerNAMark HilzDecember 2025Grant of Restricted Stock Units (RSUs) as compensation.
Chief Financial OfficerNADanielle WatsonDecember 2025Grant of Restricted Stock Units (RSUs) as compensation.
Non-employee DirectorsNANADecember 2025Grant of Restricted Stock Units (RSUs) as compensation.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Equity Incentive Plan AmendmentBoard of Directors approved an amendment to the 2023 Equity Incentive Plan to increase the maximum aggregate number of shares of Common Stock available for issuance to 1,250,000 shares, subject to shareholder approval.November 28, 2025Increases potential dilution for existing shareholders but provides more flexibility for employee and director compensation, aligning incentives.
Internal Control WeaknessesIdentified material weaknesses in internal control over financial reporting, including lack of proper approval processes, insufficient U.S. GAAP and SEC accounting resources, and inadequate segregation of duties. Remedial steps are being taken.January 31, 2026Indicates deficiencies in financial reporting oversight, potentially impacting reliability of financial statements. Remediation is critical for compliance and investor confidence.

Legal Proceedings

  • No material claims outstanding or pending against the Company as of January 31, 2026.

Related Party Transactions

  • The Company has a $500,000 FRV Note outstanding with Front Range Ventures LLC, a shareholder, which accrues interest at 12% per annum and has an extended maturity date of September 30, 2026.
  • Royalty payments are due to the Company's founder, Guangren Gary Chen, based on MyoVista wavECG device unit sales, with a first priority security interest on the covered technology.
  • 70,000 restricted shares of Common Stock were granted to Andrew Simpson, the Chief Executive Officer and Chairman of the Board of Directors, in November 2025.

Stakeholder Impact

  • Shareholders: Potential dilution from ongoing and future capital raises (Series D Preferred Stock, warrants, ATM, Equity Line). Increased equity value from recent financing, but ongoing accumulated deficit and going concern warning remain concerns. Nasdaq compliance regained is positive.
  • Employees/Management: Stock-based compensation awards (options, restricted shares, RSUs) aim to align interests and incentivize performance, particularly for key executives and directors.
  • Customers: Potential for new AI-ECG products (MyoVista Insights, MyoVista wavECG) to improve cardiovascular diagnostics, pending regulatory clearance and further development.
  • Creditors: The extension of the $2.5M Streeterville Note maturity date and the issuance of the $3.6M Streeterville Note indicate ongoing debt management and reliance on debt financing.
  • Regulatory Bodies: The FDA submission for MyoVista wavECG and the need for further validation of AI-ECG algorithms highlight the company's engagement with regulatory processes.

Next Steps

  • Continue efforts to raise additional capital through equity, debt, or strategic partnerships.
  • Further advance the development and validation of the impaired cardiac relaxation AI-ECG algorithm to align with updated ASE guidelines.
  • Await FDA clearance for the MyoVista wavECG device following its submission in December 2025.
  • Address and remediate identified material weaknesses in internal control over financial reporting.
  • Seek shareholder approval for the amendment to the 2023 Equity Incentive Plan to increase the maximum aggregate number of shares.
  • Continue to invest in research and development for new products and technology.

Key Dates

DateDescription
2013-12-31Company entered into the Technology Agreement with its founder, conveying ownership of all intellectual property and rights to the Company.
2015-12-23Company entered into an agreement with The University Court of The University of Glasgow for a non-exclusive license of the Glasgow algorithm interpretive analysis for the conventional ECG trace.
2020-04-24Company entered into a loan and security agreement with Front Range Ventures LLC (FRV) and John Q. Adams (JQA Note) for $1,000,000.
2022-09-27Company entered into the First Amendment to Lease, extending the office, industrial, and laboratory space lease term.
2022-11-29Company entered into a multi-year Collaboration Agreement with Rutgers, The State University of New Jersey, to develop AI-ECG algorithms.
2023-03-10Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC for an Equity Line of up to $15.0 million.
2023-03-15Company's Board of Directors adopted the 2023 Equity Incentive Plan.
2023-09-18Company entered into an Equity Distribution Agreement (EDA) with Maxim Group LLC for an At-the-Market (ATM) offering of up to $3.25 million of Common Stock.
2023-09-20Company entered into multiple definitive license agreements with Mount Sinai to commercialize AI cardiovascular algorithms.
2023-09-28Shelf S-3 registration statement declared effective by the SEC.
2023-10-31Company issued $1M Lender Warrants to FRV and Mr. Adams as consideration for extending the interest maturity date to one lender.
2023-11-09Amendment No. 1 to the EDA increased the ATM facility to $10.0 million.
2023-11-16Company entered into a note conversion letter agreement with John Q. Adams, converting principal and interest of $585,006 into 36,563 shares of Common Stock and amending warrants.
2023-11-17Amendment No. 2 to the EDA increased the ATM facility to $15.0 million.
2023-11-27Company's Board of Directors approved Amendment No. 1 to the Equity Incentive Plan, increasing shares from 25,000 to 85,000.
2024-05-06Company filed a Certificate of Amendment to effect a 1-for-100 reverse stock split, effective May 17, 2024.
2024-08-19Company and FRV entered into Amendment No. 6 to the Loan and Security Agreement, extending the FRV Note maturity date to September 30, 2025.
2024-09-06Company entered into a Note Purchase Agreement with Streeterville Capital, LLC for the $2.5M Streeterville Note.
2025-02-10Company's Board of Directors adopted a Certificate of Designations of Series D Preferred Stock.
2025-03-10Company commenced a 'best efforts' offering for up to 4,285,714 Units (Series D Preferred Stock + Warrants) for a maximum of $15.0 million.
2025-03-19Company received a letter from Nasdaq stating non-compliance with minimum stockholders' equity requirement.
2025-05-05Company submitted a plan to Nasdaq to regain compliance with the Minimum Stockholders' Equity Requirement.
2025-05-14Nasdaq granted an extension until September 15, 2025, to regain compliance.
2025-05-21Certificate of Designations of Series D Preferred Stock filed with the Texas Secretary of State.
2025-05-28Texas Secretary of State notified the Company that the Certificate of Designations of Series D Preferred Stock was effective.
2025-07-09Company's Board of Directors approved an amendment to the 2023 Equity Incentive Plan, increasing the maximum aggregate number of shares to 1,000,000 plus Evergreen Shares.
2025-07-24Company filed its 2025 Annual Report on Form 10-K.
2025-08-03Amendment No. 3 to the EDA increased the ATM facility to $25.0 million.
2025-09-16Nasdaq confirmed the Company regained compliance with the Minimum Stockholders' Equity Requirement.
2025-09-26Company and FRV entered into Amendment No. 7 of the Loan and Security Agreement, extending the FRV Note maturity date to September 30, 2026.
2025-11-01Restricted shares granted to CEO Andrew Simpson began vesting.
2025-11-28Company's Board of Directors approved an amendment to the Equity Incentive Plan, increasing the maximum aggregate number of shares to 1,250,000 (subject to shareholder approval).
2025-12-15MyoVista wavECG device submitted to the FDA for 510(k) premarket clearance.
2025-12-15RSUs granted to non-employee directors began vesting.
2025-12-31RSUs granted to COO Mark Hilz and CFO Danielle Watson began vesting.
2026-01-13Company entered into a Note Purchase Agreement with Streeterville Capital, LLC for the $3.6M Streeterville Note.
2026-01-31End of the quarterly period covered by this report.
2026-03-11Company and Streeterville amended the $2.5M Streeterville Note to extend the maturity date to June 30, 2026.
2026-03-16Date of filing of this Quarterly Report on Form 10-Q.
2026-06-30Extended maturity date for the $2.5M Streeterville Note.
2026-09-30Extended maturity date for the FRV Note.
2027-07-13Maturity date for the $3.6M Streeterville Note (18 months after issuance).

Recommendation

hold

HeartSciences Inc. presents a mixed financial picture. While the company successfully raised significant capital, improving its cash position and stockholders' equity, and made progress with its FDA submission for MyoVista wavECG, the persistent 'going concern' warning and substantial accumulated deficit indicate fundamental financial instability. The identified material weaknesses in internal controls are also a concern. The potential for future AI-ECG products is promising, but regulatory hurdles and the need for further capital raises introduce considerable uncertainty. A 'hold' recommendation is appropriate for investors who are already exposed and believe in the long-term potential of the technology, but new investors should exercise extreme caution given the high risks and lack of sustained profitability.

Keywords

HeartSciences, HSCS, SEC Filing, 10-Q, Quarterly Report, AI-ECG, MyoVista Insights, MyoVista wavECG, Medical Device, FDA Clearance, Cardiovascular Diagnostics, Artificial Intelligence, Financial Results, Liquidity, Going Concern, Nasdaq Compliance, Capital Raise, Stock-based Compensation, Research and Development, Corporate Governance, Risk Factors

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