HeartSciences Merger Proxy Amendment Adds $1M PIPE, Fixes 95/5 Split, and $2M Cash Contribution
HSCS has more than doubled off its 52-week low of $1.63 on elevated volume (15× avg).
Summary
HeartSciences' amended merger proxy reveals a $1.0M PIPE investment by Fortitude Seller at $2.43/share, a fixed 19.00 exchange ratio locking in the 95/5 ownership split, and a $2.0M cash or Zcash contribution at closing.
Key Events · M&A and Partnerships · HSCS
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August 2026 PIPE Investment
Fortitude Seller purchased 411,522 shares of HeartSciences Common Stock at $2.43 per share for approximately $1.0 million in gross proceeds, completed August 12, 2026. Following the PIPE, Fortitude Seller owns approximately 8.3% of HeartSciences Common Stock as of September 29, 2026.
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Fixed Exchange Ratio
The Exchange Ratio is now fixed at 19.00, or 21.22 if the Closing HeartSciences Common Stock VWAP is equal to or greater than $7.50. This locks in the 95%/5% ownership split between Fortitude Seller and existing HeartSciences shareholders.
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$2.0M Cash or Zcash Contribution
Fortitude Seller will contribute $2,000,000 in cash or Zcash cryptocurrency to HeartSciences in exchange for Class A Common Stock at the Closing HeartSciences Common Stock VWAP.
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Merger Agreement Amendment
The Merger Agreement was amended on July 27, 2026 to adjust consideration for any reverse stock split and clarify redemption mechanics in the A&R LLC Agreement.
Analysis · HSCS · Crypto Assets
This Amendment No. 2 to the merger proxy adds material new terms to the Fortitude Mining reverse merger. The August 2026 PIPE Investment gave Fortitude Seller 411,522 shares at $2.43 for ~$1.0M, bringing its pre-merger stake to 8.3%. The exchange ratio is now fixed at 19.00 (or 21.22 if the VWAP hits $7.50), locking in the 95%/5% ownership split. Fortitude Seller will also contribute $2.0M in cash or Zcash at closing. For existing HeartSciences shareholders, the deal remains highly dilutive — they keep only 5% of the combined company — but the new terms provide slightly more certainty on the exchange mechanics and add near-term funding.
How filings like this one have moved
In the 30 days to Oct 6, 2026, 42.7% of the 302 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.70%. 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 $3.70 on NASDAQ in the Crypto Assets sector, with a market capitalization of approximately $21.1M. The 52-week trading range was $1.63 to $5.25. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.