HeartSciences (HSCS) Proxy filing summary

Executive summary

• Merger agreement signed June 23, 2026 and amended July 27; closing is anticipated in Q4 2026, subject to shareholder, Nasdaq-listing and other conditions.

• Proposed Up-C structure combines operations under Fortitude HoldCo; Fortitude Seller contributes $2 million in cash or Zcash, and the exchange ratio is 19.00 or 21.22 if the closing VWAP is at least $7.50.

• Following closing, Fortitude Seller is expected to hold ~95% of voting interests and existing holders other than Fortitude Seller ~5% of voting and economic interests, before permitted additional issuances.

• Board unanimously recommends voting FOR all proposals; stated rationale includes financing and Nasdaq pressures, losses, debt obligations and limited standalone prospects.

Voting matters and shareholder proposals

• Six proposals: approve the combination; Nasdaq issuances and change of control; charter amendments; discretionary 1-for-2 to 1-for-5 reverse split; equity plan amendment; and adjournment if more proxy solicitation is needed.

• Combination, charter and reverse-split proposals require a majority of outstanding eligible shares; Nasdaq, plan and adjournment proposals require a majority of votes cast, with Series C voting on an as-converted basis.

• Holders representing more than 50% of outstanding Series C preferred shares signed support agreements to vote for the proposals, subject to agreement terms and termination events.

• Reverse split would be at the Board’s discretion, with the ratio agreed with Fortitude Seller; it is intended to support Nasdaq’s $4 initial-listing bid-price requirement.

• Board unanimously recommends FOR each proposal; the adjournment proposal enables additional proxy solicitation if votes are insufficient.

Board of directors and corporate governance

• Post-close board expected to have nine members: Andrew Simpson and David Wells plus seven DCG designees; two designees remained to be identified, and the staggered-board structure is expected to continue.

• Jaime Leverton is expected to become CEO; Erik Ellingson CFO; Andrea Childs COO; Kimberly Pittman chief legal officer; and Stephanie Marchioni chief human resources officer.

• Class A holders would elect one director separately; Class V shares carry one vote but no economic rights and generally vote with Class A shares.

• DCG is expected to control ~95% of voting interests; the post-close issuer expects to use controlled-company exemptions from certain Nasdaq independence and committee rules.

• A standing audit, compensation and nominating/governance committee structure is planned; audit committee independence requirements remain applicable.