HeartSciences Files Fortitude Financials and Pro Forma Merger Details — $18.2M Deal, 95% Voting Control
HSCS sits 45% above its 52-week low of $1.63.
Summary
HeartSciences filed audited Fortitude financials and pro forma merger details, showing Fortitude's $86.8M revenue, $10.5M net loss, and the combined entity's $35.5M pro forma loss. Fortitude's parent will control 95% of votes, leaving legacy HeartSciences shareholders with 5% economic interest.
Key Events · M&A and Partnerships · HSCS
-
Fortitude Financials Revealed
Fortitude Mining generated $86.8M in revenue and a $10.5M net loss for the twelve months ended March 31, 2026, with $67M in total assets including $8.9M cash and $1.9M digital assets.
-
Pro Forma Combined Loss of $35.5M
The unaudited pro forma combined statement shows a $35.5M net loss for the year ended April 30, 2026, driven by $10.8M in transaction adjustments and Fortitude's operating losses.
-
95% Voting Control to Fortitude Seller
Fortitude's parent, DCG, will receive 107.6M Class V voting shares and own approximately 95% of the combined company's voting power, with legacy HeartSciences shareholders holding only 5% economic interest via 6.5M Class A shares.
-
Fortitude's Capital Commitments
Fortitude entered into a $31.5M equipment purchase agreement and a $26M credit facility with DCG (11% interest) to fund mining expansion, highlighting significant ongoing capital needs.
Analysis · HSCS · Industrial Applications And Services
This amendment to the June 23 merger announcement delivers the first look at Fortitude Mining's audited financials and the pro forma combined company. Fortitude, a Zcash and Bitcoin miner, generated $86.8M in revenue but posted a $10.5M net loss over the twelve months ended March 2026. The pro forma combined entity shows a $35.5M net loss, with HeartSciences' legacy shareholders retaining only 5% economic interest. The filing also reveals Fortitude's $31.5M equipment purchase commitment and a $26M credit facility from its parent, DCG, underscoring the capital-intensive nature of the mining business. With HeartSciences' going concern warning and near-zero equity, this reverse merger is effectively a backdoor listing for Fortitude — the financials confirm the combined company will be dominated by mining operations, with legacy HeartSciences technology becoming a minor asset.
How filings like this one have moved
In the 30 days to Sep 17, 2026, 40.7% of the 383 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.55%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, HSCS was trading at $2.36 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $9.9M. The 52-week trading range was $1.63 to $4.30. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.