HeartSciences (HSCS) Proxy filing summary

Executive summary

• Entered into Amendment No. 1 to the Agreement and Plan of Merger on July 27, 2026, modifying the original merger agreement dated June 23, 2026.

• Amendment clarifies redemption mechanics and updates requirements for shareholder action by written consent.

• Adjustments to merger consideration and exchange ratio in case of reverse stock split prior to the effective time.

• All other terms of the original merger agreement remain unchanged unless specifically amended.

Voting matters and shareholder proposals

• Proxy statement will be filed for shareholder vote on the amended merger agreement and related transactions.

• Shareholders will receive definitive proxy materials and be asked to approve the transactions at a special meeting.

Board of directors and corporate governance

• Amendment replaces the form of Parent New Charter, impacting requirements for shareholder action by written consent.

• Executed by CEOs and authorized officers of all involved entities, confirming board-level approval.