HeartSciences (HSCS) Proxy filing summary

Executive summary

• Merger agreement provides for Merger Sub to merge into Fortitude HoldCo, which would survive; Fortitude Seller is a wholly owned subsidiary of Digital Currency Group.

• After receiving seven shareholder demand letters alleging inadequate transaction disclosures, supplemental information was added voluntarily, without admitting liability; the allegations were disputed.

• Houlihan Capital’s selected-company analysis indicated Fortitude equity value of $206.0 million to $428.2 million; analysis used $0 debt and ~$12.2 million cash as of May 31, 2026.

Voting matters and shareholder proposals

• Special meeting set for November 19, 2026, at 10:00 a.m. ET, held virtually; supplemental disclosures do not change the meeting timing.

• Shareholders are being solicited to vote on the proposed transactions; completion is subject to required shareholder approval and other closing conditions.

Board of directors and corporate governance

• Under the January 6, 2026 LOI, exclusivity ran for 60 days, with an automatic 15-day extension if good-faith negotiations continued.

• The LOI provided that Fortitude would select the combined company’s management and board; the parties would discuss employment or retention agreements for certain key management members.