HeartSciences (HSCS) Proxy filing summary

Executive summary

• Merger agreement signed June 23, 2026 and amended July 27; transactions include an Up-C structure, merger of Merger Sub into Fortitude HoldCo, and a $2 million cash or Zcash contribution.

• Exchange ratio is 19.00, increasing to 21.22 if closing VWAP is at least $7.50; modeled post-close voting ownership is ~94% for Fortitude Seller and ~6% for existing holders, before potential financings.

• Closing is anticipated in Q4 2026, subject to conditions; the virtual special meeting is scheduled for November 19, 2026. The board unanimously recommends voting FOR all proposals.

• Houlihan Capital concluded the transaction consideration was fair to shareholders from a financial point of view as of June 19, 2026; its opinion did not recommend how shareholders should vote.

Voting matters and shareholder proposals

• Six proposals seek approval of the merger, Nasdaq issuances and change of control, charter amendments, a discretionary 1-for-2 to 1-for-5 reverse split, an equity-plan amendment, and possible meeting adjournment.

• Nasdaq approval would cover up to 35 million additional Class A shares within one month after closing, for aggregate consideration up to $100 million and a maximum 20% discount to market price.

• Merger, charter and reverse-split proposals require a majority of outstanding voting shares; Nasdaq, plan and adjournment proposals require a majority of votes cast, subject to quorum.

• Support agreements bind holders of more than 50% of outstanding Series C preferred shares to vote for the proposals, subject to agreement terms and termination events.

Board of directors and corporate governance

• The post-close board is expected to have nine members: Andrew Simpson and David Wells plus seven DCG designees, including Jaime Leverton, Simon Koster, Mark Shifke, Julie Stitzel and Jason Yacavone; two additional designees are expected.

• The staggered board continues; Class A holders alone elect one director. DCG is expected to control ~94% of voting interests, and the combined entity intends to use Nasdaq controlled-company exemptions.

• Audit, compensation, and nominating/governance committees are planned; audit committee independence requirements remain applicable despite the controlled-company exemption.