HeartSciences (HSCS) Proxy filing summary

Executive summary

• Supplemental disclosures update the proposed transaction proxy on post-close board composition, committee assignments, executive employment terms, plan adjustments and purchase-price accounting.

• Preliminary estimated consideration totals $26.076 million: $20.692 million in equity consideration and $5.384 million attributed to precombination services for equity awards; final equity value may change materially.

Voting matters and shareholder proposals

• Closing remains subject to conditions including requisite shareholder approval; the proxy supplement urges shareholders to review the transaction materials and any amendments.

• Plan amendment share limits and the $3.02 closing price as of Oct. 16, 2026, are stated on a pre-reverse-split basis; plan terms provide for corresponding adjustments if the reverse split is effected.

Board of directors and corporate governance

• The post-close board is expected to have nine members: Andrew Simpson and David Wells, plus seven designees—Elizabeth Higgins, Simon Koster, Jaime Leverton, Mark Shifke, Julie Stitzel, Simcha Wurtzel and Jason Yacavone.

• A staggered board is expected to continue; Simpson and Wells are in the class standing for election at the first post-close annual meeting.

• Jaime Leverton is expected to be CEO and Mark Shifke board chair; Higgins, Wells and Wurtzel are expected to be independent, with Wurtzel designated lead independent director if the chair is not independent.

• Nasdaq controlled-company exemptions are expected to be used; standing audit, compensation, and nominating and corporate governance committees are planned.