SEC Form 4 · accession 0001213900-26-071631
HeartSciences Inc. · HSCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Simpson
Officer — See Remarks · Director
Period of report
Jun 22, 2026
Accepted (ET)
Jun 24, 2026 · 6:35 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001468492
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1,F2,F3,F4 | Jun 22, 2026 | A | 425,000 | — | A | 499,382 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares of common stock of the Issuer (the "Shares") were granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan pursuant to the approval of the Issuer's board of directors (the "Board").
- F2The Shares, which are non-votable until they vest, shall vest subject to the satisfaction of all of the following conditions: (i) occurrence of a closing of the merger (the "Closing") pursuant to a Merger Agreement dated June 22, 2026 (the "Merger Agreement"), among the Issuer, Cordis Acquisition, LLC, Fortitude Mining Holdings, Inc. and Fortitude Mining HoldCo, LLC; and (ii) (x) 1/4th of the Shares shall vest on the three-month anniversary of the date of the Closing and (y) thereafter, 1/4th of the Shares shall vest on each subsequent three-month anniversary of the initial vesting date, such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that the Reporting Person is continuously employed in any capacity by the Issuer or any of its subsidiaries from the date of the Closing through each applicable vesting date, subject to certain qualifying termination rights by the Issuer or the Reporting Person.
- F3The Board awarded the Shares to the Reporting Person as a retention bonus in connection with the transactions contemplated by the Merger Agreement (the "Transactions") 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.
- F4Includes certain shares of common stock previously awarded by the Board with applicable vesting conditions as previously reported.
Remarks
Chairman of the Board, President and Chief Executive Officer