Note 10 - Subsequent Events	12 Months Ended
Apr. 30, 2026
Notes to Financial Statements
Subsequent Events [Text Block]	Note 10 - Subsequent Events Management has evaluated subsequent events after the balance sheet date of April 30, 2026 through the date of filing. Streeterville Exchange On June 23, 2026, the Company entered into an exchange agreement with Streeterville, pursuant to which Streeterville exchanged approximately $164,000 in accrued interest owed under the $2.5M Streeterville Note, for 78,103 shares of the Company's Common Stock. The issuance of the shares was made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act. As a result, the $2.5M Streeterville Note was repaid in full. Series D Preferred Stock Conversion Subsequent to April 30, 2026, 106,758 shares of Series D Preferred Stock converted into 106,758 shares of the Company's Common Stock. Fortitude Merger Agreement On June 23, 2026, the Company and Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“Fortitude”). The Merger Agreement provides that, subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the “Merger”) with the Company thereby becoming the sole managing member of the surviving company (the “Surviving Company”) following the consummation of the transactions contemplated by the Merger Agreement (such transactions, the “Transactions” and such consummation, the “Closing”). The Merger Agreement provides that, prior to the Effective Time, subject to the receipt of the Parent Stockholder Approvals (as defined in the Merger Agreement), the Company will file a new Amended and Restated Certificate of Formation (the “New Charter”) with the Secretary of State of the State of Texas in accordance with the applicable provisions of the Texas Business Organizations Code (the “TBOC”) that, among other things, will establish a new class of the Company’s common stock, designated as Class V common stock, $0.0001 par value per share (the “Class V Common Stock”), which will entitle the holder to one vote per share, and will have no economic rights. At Closing, the existing Company Common Stock will have a $0.0001 par value per share and will then be designated as Class A common stock (the “Class A Common Stock”). Prior to the Closing, the Company will (i) form a new Delaware limited liability company (“Parent Sub”) as a direct wholly-owned subsidiary of the Company, (ii) contribute substantially all of its assets and liabilities to Parent Sub, and (iii) contribute 100% of the limited liability company interests in Parent Sub to Merger Sub (the “Parent Contribution”). In addition, Seller will contribute all of its assets and liabilities to Fortitude, including 100% of the limited liability company interests in each of its direct Subsidiaries (as defined in the Merger Agreement) (the “Seller Contribution” and, together with the Parent Contribution, the “Contribution Transactions”). Immediately prior to the Effective Time, Seller will contribute all of its voting interests in Fortitude (“Fortitude Voting Units”) and $2,000,000 of cash or Zcash cryptocurrency (“Zcash”) to the Company in exchange for a number of shares of the Company’s Class V Common Stock equal to (A) the Closing Parent Common Stock Shares (as defined in the Merger Agreement) multiplied by (B) the Exchange Ratio (as calculated pursuant to the terms of the Merger Agreement, subject to adjustment as provided therein), and a number of shares of Class A Common Stock equal to (x) $2,000,000 divided by (y) the Closing Parent Common Stock VWAP (as defined in the Merger Agreement) (collectively, the “Contribution and Exchange”). At the Effective Time, each non-voting unit of Fortitude (each, a “Fortitude Non-Voting Unit”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of non-voting units of the Surviving Company (each, a “Surviving Company Non-Voting Unit” and, collectively, “Surviving Company Units”) equal to (i) the Closing Parent Common Stock Shares, multiplied by (ii) the Exchange Ratio (collectively, the “Merger Consideration”). Each unit of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into a number of Surviving Company Non-Voting Units equal to the number of shares of Common Stock outstanding as of immediately prior to the Effective Time, as set forth in the Amended and Restated Limited Liability Company Agreement of the Surviving Company (the “A&R LLC Agreement”). In connection with the Transactions, each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into a number of shares of the Company's Class A Common Stock as determined by dividing the then-effective Series C Original Issue Price by the then-effective Series C Conversion Price (each as defined in the Certificate of Designations) (the “Mandatory Conversion”). Immediately prior to the Effective Time, each share of Series D Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of Class A Common Stock in accordance with the Certificate of Designations of Series D Preferred Stock (the “Series D Forced Conversion”). Immediately prior to the Effective Time, the Company will cause its transfer agent to issue to Seller shares of Class V Common Stock and Class A Common Stock, each as described above. Immediately after the Effective Time, the Company will contribute all of the cash or Zcash, as the case may be, received in the Contribution and Exchange to the Surviving Company in exchange for additional Surviving Company Non-Voting Units. Following the Closing, and subject to any Pre-Closing PIPE Investment (as defined in the Merger Agreement) or other permitted equity issuances by the Company prior to Closing, (i) the aggregate number of shares of Class V Common Stock and Class A Common Stock issued to the equity holders of Fortitude pursuant to the Merger Agreement are expected to represent approximately 95.0% of the outstanding equity interests of the Company, (ii) the Company’s equity holders as of immediately prior to Closing are expected to own approximately 5.0% of the outstanding equity interests of Parent, in the aggregate, in the form of Class A Common Stock, (iii) the equity holders of Fortitude will hold a number of Surviving Company Non-Voting Units which are expected to represent approximately 95.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company, and (iv) the Company will be the sole managing member of the Surviving Company and will hold all of the voting units of the Surviving Company and a number of Surviving Company Non-Voting Units which are expected to represent approximately 5.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company. The Closing is expected to take place during the second half of 2026, subject to the satisfaction of the closing conditions, including the requirement to obtain Stockholder Approvals. In connection with the Transactions, HeartSciences will prepare and file with the SEC a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to a special meeting of the Company’s stockholders (the “Stockholder Meeting”), and will seek the approval of the Company’s stockholders with respect to certain actions, including the following (collectively, the “Stockholder Proposals”): (i) approval pursuant to Listing Rule 5635 of Nasdaq of (x) the issuance of shares of Class V Common Stock as contemplated by the Merger Agreement and any issuance of shares of Class A Common Stock pursuant to the Contribution and Exchange or a Pre-Closing PIPE Investment and (y) the change of control of the Company resulting from the Transactions; (ii) approval of the Merger Agreement and the Transactions (including the Merger) pursuant to the TBOC; (iii) adoption of the New Charter; and (iv) approval of an amendment and restatement of the Company’s equity incentive plan The Board agreed to recommend the approval of the Stockholder Proposals to the Company’s stockholders and to solicit proxies in support of each such approval the Stockholder Meeting. The Company will hold a special meeting of shareholders to obtain the Stockholder Proposals as soon as practicable after the filing of the definitive Proxy Statement. The Closing is subject to the satisfaction or waiver of customary conditions, including, among other things, (i) receipt of the required approval of the Stockholder Proposals by the Company’s stockholders and the consent of Seller (as sole member of Fortitude) (the “Seller Consent”), (ii) the expiration or termination of any applicable waiting period under the HSR Act, (iii) the accuracy of the representations and warranties of the parties made in the Merger Agreement, subject to customary materiality qualifiers, (iv) compliance by the parties with their respective covenants and agreements under the Merger Agreement, (v) the approval for continued listing of Class A Common Stock on Nasdaq after the Closing (including shares issued in connection with the Merger and any Pre-Closing PIPE Investment), (vi) the absence of any governmental order prohibiting the Merger and (vii) the absence of a material adverse effect with respect to the other party. In addition, Seller’s obligation to complete the Closing is also subject to further conditions, including (i) the Company’s common stock not having been delisted from Nasdaq, (ii) the absence of any event that would reasonably be expected to result in the Company being ineligible to register securities using a Registration Statement on Form S-3 and (iii) conversion of Series C Preferred Stock and Series D Preferred Stock into Class A Common Stock. For additional information about the Merger Agreement, the Merger and the Transactions, please see the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2026. Vesting of Hilz RSUs in Connection with the Signing of the Merger Agreement On July 9, 2025, a total of 56,250 restricted stock units were granted to Mark Hilz, former officer and director of the Company, which were scheduled to vest immediately upon the earlier of (i) FDA Device Clearance, (ii) FDA Cloud Platform and AI Clearance, or upon a change of control (the “July 2025 Hilz RSUs”). On December 11, 2025, a total of 45,000 restricted stock units were granted to Mr. Hilz, which were scheduled to vest as follows: one-third on the one-year anniversary of the grant date, and one-twelfth of the shares will vest on each subsequent quarterly anniversary of the initial vesting date such that all shares would have fully vested on the three-year anniversary of the grant date (the “December 2025 Hilz RSUs” and collectively with the July 2025 Hilz RSUs, the “Hilz RSUs”). Mr. Hilz ceased being the Company’s officer and director due to his passing on April 1, 2026. On June 23, 2026, the Company’s Board of Directors deemed that the execution of the Merger Agreement satisfied the vesting conditions of the Hilz RSUs and the Hilz RSUs subsequently passed to his estate pursuant to intestate succession. Employment Agreement Amendments In connection with the Transactions, on June 22, 2026, the Company entered into an amendment (the “Simpson EA Amendment”) to the Employment Agreement, dated as of April 5, 2022 (the “Simpson Employment Agreement”), with Mr. Simpson, the Company’s Chief Executive Officer and Chairman of the Board of Directors (the “Board”), to provide certain revisions to the definitions of “Just Cause” and “Constructive Termination” (each as defined in the Simpson EA Amendment). In addition, effective as of the Closing, the term of the Simpson Employment Agreement will restart to commence as of the date of the Closing and will continue for one year thereafter, with the term automatically renewing for an additional one-year period at the end of the original one-year term and any additional one-year term, unless either the Company or Mr. Simpson gives written notice to the other party, at least 90 days prior to the end of the applicable term, of such party’s decision not to renew. Effective as of July 7, 2026, the Company entered into an amendment to the Employment Agreement, dated as of October 15, 2021 (the “Watson EA”), with Danielle Watson, the Company’s Chief Financial Officer, Treasurer and Interim Secretary (the “Watson EA Amendment”), to provide that if Ms. Watson’s employment is terminated by the Company without “Cause” or by Ms. Watson for “Good Reason” (each as defined in the Watson EA Amendment, subject to the Company’s right to cure), she would be entitled to (i) a severance payment equal to six months of her salary payable in one lump sum and (ii) acceleration of the vesting of any unvested equity awards granted to her prior to the Closing Date. Such severance payment shall be subject to Ms. Watson’s delivery to the company and timely execution and non-revocation of a standard release of claims in favor of the Company, its affiliates and their respective officers. Equity Grants and Bonuses In connection with the execution of the Merger Agreement and subject to the Closing, the Compensation Committee of the Board (the “Compensation Committee”) granted an award of 425,000 restricted shares of Common Stock (the “Shares”) to Mr. Simpson under the 2023 Equity Incentive Plan as a retention bonus in connection with the Transactions to lead the Company’s and the Merger Sub’s efforts to close the Transactions and to lead the current legacy business of the Company after the Closing, and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Company following the Closing. The Shares will be non-voting until they vest. The Shares were issued on June 22, 2026, before the signing of the Merger Agreement. The vesting of such restricted shares is subject to the Conditions (as defined below). The Shares shall vest in full subject to the satisfaction of all of the following conditions (the “Conditions”): (i) occurrence of the Closing and (ii)(x) one-fourth of the Shares shall vest on the three-month anniversary of the date of the Closing (the “Initial Vesting Date”) and (y) thereafter, one-fourth of the Shares shall vest on each subsequent three-month anniversary of the Initial Vesting Date (each an “Additional Initial Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that Mr. Simpson is continuously employed in any capacity by the Company or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except as provided herein). If Mr. Simpson is terminated or otherwise let go by Parent or any of its subsidiaries without Just Cause (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), if the Simpson Employment Agreement is terminated by Parent without Just Cause, or if the Simpson Employment Agreement is terminated by Mr. Simpson for Constructive Termination (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), then all of the Shares shall fully vest immediately as of such date of Mr. Simpson’s termination or cessation of services or the expiration or termination of the Simpson Employment Agreement, as applicable; provided, however, that (A) no acceleration of vesting shall occur if Mr. Simpson’s employment is terminated for Just Cause or for Excessive Absence (as defined in the Simpson Employment Agreement), in which case any unvested Shares shall be forfeited and returned to Parent for cancellation, and (B) if Mr. Simpson voluntarily resigns or otherwise voluntarily departs from Parent (other than as a result of any termination of the Simpson Employment Agreement by Mr. Simpson for Constructive Termination or the expiration of the Simpson Employment Agreement), such voluntary resignation or voluntary termination shall not be deemed to satisfy the continued-employment requirement with respect to the applicable Vesting Date and the applicable portion of the Shares shall not vest. In addition, in the event of a Change of Control (as defined in the Simpson Employment Agreement) other than as a result of the Closing, 100% of any unvested Shares shall immediately become fully vested. The Compensation Committee also determined that all of the performance-based criteria for a discretionary cash bonus of $250,000 previously awarded to Mr. Simpson, which is payable upon the closing of a change of control transaction involving HeartSciences, shall be fully satisfied upon the consummation of the Closing, subject to Mr. Simpson’s continued employment through the Closing. Upon the consummation of the Closing, HeartSciences will promptly pay such cash bonus to Mr. Simpson. In addition, the Compensation Committee approved a discretionary cash bonus of $50,000 to Ms. Watson, of which up to $30,000 is payable after the filing by the Company of the Proxy Statement relating to the Transactions and $20,000 of which is payable immediately upon the Closing, in each case as determined by the Company’s then current Chief Executive Officer and/or any member of the Compensation Committee in their discretion. Effective as of July 7, 2026, the Compensation Committee granted an award of 25,000 restricted stock units of the Company (the “Watson RSUs”) to Ms. Watson under the 2023 Equity Incentive Plan. The Watson RSUs shall vest in full subject to the satisfaction of all of the following conditions: (i) occurrence of the Closing and (ii)(x) one-fourth of the Watson RSUs shall vest on the Initial Vesting Date and (y) thereafter, one-fourth of the Watson RSUs shall vest on each subsequent Additional Initial Vesting Date, such that all of the Watson RSUs shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that Ms. Watson is continuously employed in any capacity by the Company or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except as provided herein). If Ms. Watson is terminated by the Company or any of its subsidiaries without Cause (as defined in the Watson EA as amended by the Watson EA Amendment (the “Amended Watson EA”)) but not including death or Disability (as defined in Amended Watson EA)) or if the Amended Watson EA is terminated by Ms. Watson for Good Reason (as defined in the Amended Watson EA), in such event all of the Watson RSUs shall fully vest immediately as of such date of her termination, cessation of services or termination of the Amended Watson EA, as applicable; provided that (A) no acceleration shall occur if Ms. Watson’s employment is terminated for Cause, in which case any unvested Watson RSUs shall be forfeited and canceled for no consideration, and (B) if Ms. Watson voluntarily resigns or otherwise voluntarily departs (other than as a result of any termination of the Amended Watson EA by Ms. Watson for Good Reason) from the Company or any of its subsidiaries (as applicable), such voluntary resignation or voluntary termination (other than as a result of any termination of the Amended Watson EA by Ms. Watson for Good Reason) shall not be deemed to satisfy this requirement with respect to the applicable Vesting Date and the applicable portion of the Watson RSUs shall not vest. In addition, in the event of a Change of Control (as defined in the Amended Watson EA) other than as a result of the Transactions, 100% of any unvested Watson RSUs shall immediately become fully vested. Equity Incentive Plan Amendment On June 22, 2026, in connection with the execution of the Merger Agreement, the Board approved Amendment No. 4 to the 2023 Equity Incentive Plan to increase the maximum aggregate number of shares of Common Stock that may be issued under the plan by an additional 475,000 shares and the Evergreen Shares (as provided in such amendment) (the “Plan Amendment”). The Plan Amendment is subject to approval of the Company’s shareholders and shall be considered and voted upon by the Company’s shareholders as part of the Stockholder Proposals to be submitted to the Company’s shareholders in connection with Merger Agreement. Director and Officer Appointments In connection with the execution of the Merger Agreement and subject to the Closing, (i) the Company will take all necessary action to increase the size of its Board of Directors as directed by Seller and appoint the individuals determined by Seller prior to the Closing to the Board of Directors effective as of the Effective Time, (ii) it is expected that Mr. Simpson and David R.Wells, each a current member of the Board of Directors, shall remain on the Board of Directors after the Closing, and (iii) Andrea Childs will be named as the new Chief Executive Officer and Erik Ellingson will be named as the new Chief Financial Officer of the Company, respectively, of the Company, in each case, effective as of the Effective Time. On June 22, 2026, in connection with the Transactions and in each case subject to the Closing and effective as of the Effective Time, the Board of Directors approved (w) the increase of the size of the Board of Directors from five to nine directors to accommodate the future appointment of directors to be determined by Seller, (x) for Ms. Childs to be elected as a director to fill one of the newly created director vacancies to serve until the earlier of her resignation, death, removal from office, or she is otherwise disqualified from serving as a member of the Board of Directors, (y) for Ms. Childs to be appointed as the new Chief Executive Officer of the Company to replace Mr. Simpson, and (z) for Mr. Ellingson to be appointed as the new Chief Financial Officer of the Company to replace Ms. Watson.

Note 10 - Subsequent Events

12 Months Ended

Apr. 30, 2026

Note 10 - Subsequent Events

Management has evaluated subsequent events after the balance sheet date of April 30, 2026 through the date of filing.

Streeterville Exchange

On June 23, 2026, the Company entered into an exchange agreement with Streeterville, pursuant to which Streeterville exchanged approximately $164,000 in accrued interest owed under the $2.5M Streeterville Note, for 78,103 shares of the Company's Common Stock. The issuance of the shares was made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act. As a result, the $2.5M Streeterville Note was repaid in full.

Series D Preferred Stock Conversion

Subsequent to April 30, 2026, 106,758 shares of Series D Preferred Stock converted into 106,758 shares of the Company's Common Stock.

Fortitude Merger Agreement

On June 23, 2026, the Company and Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“Fortitude”). The Merger Agreement provides that, subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the “Merger”) with the Company thereby becoming the sole managing member of the surviving company (the “Surviving Company”) following the consummation of the transactions contemplated by the Merger Agreement (such transactions, the “Transactions” and such consummation, the “Closing”).

The Merger Agreement provides that, prior to the Effective Time, subject to the receipt of the Parent Stockholder Approvals (as defined in the Merger Agreement), the Company will file a new Amended and Restated Certificate of Formation (the “New Charter”) with the Secretary of State of the State of Texas in accordance with the applicable provisions of the Texas Business Organizations Code (the “TBOC”) that, among other things, will establish a new class of the Company’s common stock, designated as Class V common stock, $0.0001 par value per share (the “Class V Common Stock”), which will entitle the holder to one vote per share, and will have no economic rights. At Closing, the existing Company Common Stock will have a $0.0001 par value per share and will then be designated as Class A common stock (the “Class A Common Stock”).

Prior to the Closing, the Company will (i) form a new Delaware limited liability company (“Parent Sub”) as a direct wholly-owned subsidiary of the Company, (ii) contribute substantially all of its assets and liabilities to Parent Sub, and (iii) contribute 100% of the limited liability company interests in Parent Sub to Merger Sub (the “Parent Contribution”). In addition, Seller will contribute all of its assets and liabilities to Fortitude, including 100% of the limited liability company interests in each of its direct Subsidiaries (as defined in the Merger Agreement) (the “Seller Contribution” and, together with the Parent Contribution, the “Contribution Transactions”).

Immediately prior to the Effective Time, Seller will contribute all of its voting interests in Fortitude (“Fortitude Voting Units”) and $2,000,000 of cash or Zcash cryptocurrency (“Zcash”) to the Company in exchange for a number of shares of the Company’s Class V Common Stock equal to (A) the Closing Parent Common Stock Shares (as defined in the Merger Agreement) multiplied by (B) the Exchange Ratio (as calculated pursuant to the terms of the Merger Agreement, subject to adjustment as provided therein), and a number of shares of Class A Common Stock equal to (x) $2,000,000 divided by (y) the Closing Parent Common Stock VWAP (as defined in the Merger Agreement) (collectively, the “Contribution and Exchange”).

At the Effective Time, each non-voting unit of Fortitude (each, a “Fortitude Non-Voting Unit”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of non-voting units of the Surviving Company (each, a “Surviving Company Non-Voting Unit” and, collectively, “Surviving Company Units”) equal to (i) the Closing Parent Common Stock Shares, multiplied by (ii) the Exchange Ratio (collectively, the “Merger Consideration”).

Each unit of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into a number of Surviving Company Non-Voting Units equal to the number of shares of Common Stock outstanding as of immediately prior to the Effective Time, as set forth in the Amended and Restated Limited Liability Company Agreement of the Surviving Company (the “A&R LLC Agreement”).

In connection with the Transactions, each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into a number of shares of the Company's Class A Common Stock as determined by dividing the then-effective Series C Original Issue Price by the then-effective Series C Conversion Price (each as defined in the Certificate of Designations) (the “Mandatory Conversion”). Immediately prior to the Effective Time, each share of Series D Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of Class A Common Stock in accordance with the Certificate of Designations of Series D Preferred Stock (the “Series D Forced Conversion”).

Immediately prior to the Effective Time, the Company will cause its transfer agent to issue to Seller shares of Class V Common Stock and Class A Common Stock, each as described above. Immediately after the Effective Time, the Company will contribute all of the cash or Zcash, as the case may be, received in the Contribution and Exchange to the Surviving Company in exchange for additional Surviving Company Non-Voting Units.

Following the Closing, and subject to any Pre-Closing PIPE Investment (as defined in the Merger Agreement) or other permitted equity issuances by the Company prior to Closing, (i) the aggregate number of shares of Class V Common Stock and Class A Common Stock issued to the equity holders of Fortitude pursuant to the Merger Agreement are expected to represent approximately 95.0% of the outstanding equity interests of the Company, (ii) the Company’s equity holders as of immediately prior to Closing are expected to own approximately 5.0% of the outstanding equity interests of Parent, in the aggregate, in the form of Class A Common Stock, (iii) the equity holders of Fortitude will hold a number of Surviving Company Non-Voting Units which are expected to represent approximately 95.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company, and (iv) the Company will be the sole managing member of the Surviving Company and will hold all of the voting units of the Surviving Company and a number of Surviving Company Non-Voting Units which are expected to represent approximately 5.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company.

The Closing is expected to take place during the second half of 2026, subject to the satisfaction of the closing conditions, including the requirement to obtain Stockholder Approvals.

In connection with the Transactions, HeartSciences will prepare and file with the SEC a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to a special meeting of the Company’s stockholders (the “Stockholder Meeting”), and will seek the approval of the Company’s stockholders with respect to certain actions, including the following (collectively, the “Stockholder Proposals”): (i) approval pursuant to Listing Rule 5635 of Nasdaq of (x) the issuance of shares of Class V Common Stock as contemplated by the Merger Agreement and any issuance of shares of Class A Common Stock pursuant to the Contribution and Exchange or a Pre-Closing PIPE Investment and (y) the change of control of the Company resulting from the Transactions; (ii) approval of the Merger Agreement and the Transactions (including the Merger) pursuant to the TBOC; (iii) adoption of the New Charter; and (iv) approval of an amendment and restatement of the Company’s equity incentive plan

The Board agreed to recommend the approval of the Stockholder Proposals to the Company’s stockholders and to solicit proxies in support of each such approval the Stockholder Meeting. The Company will hold a special meeting of shareholders to obtain the Stockholder Proposals as soon as practicable after the filing of the definitive Proxy Statement.

The Closing is subject to the satisfaction or waiver of customary conditions, including, among other things, (i) receipt of the required approval of the Stockholder Proposals by the Company’s stockholders and the consent of Seller (as sole member of Fortitude) (the “Seller Consent”), (ii) the expiration or termination of any applicable waiting period under the HSR Act, (iii) the accuracy of the representations and warranties of the parties made in the Merger Agreement, subject to customary materiality qualifiers, (iv) compliance by the parties with their respective covenants and agreements under the Merger Agreement, (v) the approval for continued listing of Class A Common Stock on Nasdaq after the Closing (including shares issued in connection with the Merger and any Pre-Closing PIPE Investment), (vi) the absence of any governmental order prohibiting the Merger and (vii) the absence of a material adverse effect with respect to the other party.

In addition, Seller’s obligation to complete the Closing is also subject to further conditions, including (i) the Company’s common stock not having been delisted from Nasdaq, (ii) the absence of any event that would reasonably be expected to result in the Company being ineligible to register securities using a Registration Statement on Form S-3 and (iii) conversion of Series C Preferred Stock and Series D Preferred Stock into Class A Common Stock.

For additional information about the Merger Agreement, the Merger and the Transactions, please see the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2026.

Vesting of Hilz RSUs in Connection with the Signing of the Merger Agreement

On July 9, 2025, a total of 56,250 restricted stock units were granted to Mark Hilz, former officer and director of the Company, which were scheduled to vest immediately upon the earlier of (i) FDA Device Clearance, (ii) FDA Cloud Platform and AI Clearance, or upon a change of control (the “July 2025 Hilz RSUs”). On December 11, 2025, a total of 45,000 restricted stock units were granted to Mr. Hilz, which were scheduled to vest as follows: one-third on the one-year anniversary of the grant date, and one-twelfth of the shares will vest on each subsequent quarterly anniversary of the initial vesting date such that all shares would have fully vested on the three-year anniversary of the grant date (the “December 2025 Hilz RSUs” and collectively with the July 2025 Hilz RSUs, the “Hilz RSUs”). Mr. Hilz ceased being the Company’s officer and director due to his passing on April 1, 2026. On June 23, 2026, the Company’s Board of Directors deemed that the execution of the Merger Agreement satisfied the vesting conditions of the Hilz RSUs and the Hilz RSUs subsequently passed to his estate pursuant to intestate succession.

Employment Agreement Amendments

In connection with the Transactions, on June 22, 2026, the Company entered into an amendment (the “Simpson EA Amendment”) to the Employment Agreement, dated as of April 5, 2022 (the “Simpson Employment Agreement”), with Mr. Simpson, the Company’s Chief Executive Officer and Chairman of the Board of Directors (the “Board”), to provide certain revisions to the definitions of “Just Cause” and “Constructive Termination” (each as defined in the Simpson EA Amendment). In addition, effective as of the Closing, the term of the Simpson Employment Agreement will restart to commence as of the date of the Closing and will continue for one year thereafter, with the term automatically renewing for an additional one-year period at the end of the original one-year term and any additional one-year term, unless either the Company or Mr. Simpson gives written notice to the other party, at least 90 days prior to the end of the applicable term, of such party’s decision not to renew.

Effective as of July 7, 2026, the Company entered into an amendment to the Employment Agreement, dated as of October 15, 2021 (the “Watson EA”), with Danielle Watson, the Company’s Chief Financial Officer, Treasurer and Interim Secretary (the “Watson EA Amendment”), to provide that if Ms. Watson’s employment is terminated by the Company without “Cause” or by Ms. Watson for “Good Reason” (each as defined in the Watson EA Amendment, subject to the Company’s right to cure), she would be entitled to (i) a severance payment equal to six months of her salary payable in one lump sum and (ii) acceleration of the vesting of any unvested equity awards granted to her prior to the Closing Date. Such severance payment shall be subject to Ms. Watson’s delivery to the company and timely execution and non-revocation of a standard release of claims in favor of the Company, its affiliates and their respective officers.

Equity Grants and Bonuses

In connection with the execution of the Merger Agreement and subject to the Closing, the Compensation Committee of the Board (the “Compensation Committee”) granted an award of 425,000 restricted shares of Common Stock (the “Shares”) to Mr. Simpson under the 2023 Equity Incentive Plan as a retention bonus in connection with the Transactions to lead the Company’s and the Merger Sub’s efforts to close the Transactions and to lead the current legacy business of the Company after the Closing, and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Company following the Closing. The Shares will be non-voting until they vest. The Shares were issued on June 22, 2026, before the signing of the Merger Agreement. The vesting of such restricted shares is subject to the Conditions (as defined below).

The Shares shall vest in full subject to the satisfaction of all of the following conditions (the “Conditions”): (i) occurrence of the Closing and (ii)(x) one-fourth of the Shares shall vest on the three-month anniversary of the date of the Closing (the “Initial Vesting Date”) and (y) thereafter, one-fourth of the Shares shall vest on each subsequent three-month anniversary of the Initial Vesting Date (each an “Additional Initial Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of the Shares shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that Mr. Simpson is continuously employed in any capacity by the Company or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except as provided herein). If Mr. Simpson is terminated or otherwise let go by Parent or any of its subsidiaries without Just Cause (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), if the Simpson Employment Agreement is terminated by Parent without Just Cause, or if the Simpson Employment Agreement is terminated by Mr. Simpson for Constructive Termination (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), then all of the Shares shall fully vest immediately as of such date of Mr. Simpson’s termination or cessation of services or the expiration or termination of the Simpson Employment Agreement, as applicable; provided, however, that (A) no acceleration of vesting shall occur if Mr. Simpson’s employment is terminated for Just Cause or for Excessive Absence (as defined in the Simpson Employment Agreement), in which case any unvested Shares shall be forfeited and returned to Parent for cancellation, and (B) if Mr. Simpson voluntarily resigns or otherwise voluntarily departs from Parent (other than as a result of any termination of the Simpson Employment Agreement by Mr. Simpson for Constructive Termination or the expiration of the Simpson Employment Agreement), such voluntary resignation or voluntary termination shall not be deemed to satisfy the continued-employment requirement with respect to the applicable Vesting Date and the applicable portion of the Shares shall not vest. In addition, in the event of a Change of Control (as defined in the Simpson Employment Agreement) other than as a result of the Closing, 100% of any unvested Shares shall immediately become fully vested.

The Compensation Committee also determined that all of the performance-based criteria for a discretionary cash bonus of $250,000 previously awarded to Mr. Simpson, which is payable upon the closing of a change of control transaction involving HeartSciences, shall be fully satisfied upon the consummation of the Closing, subject to Mr. Simpson’s continued employment through the Closing. Upon the consummation of the Closing, HeartSciences will promptly pay such cash bonus to Mr. Simpson.

In addition, the Compensation Committee approved a discretionary cash bonus of $50,000 to Ms. Watson, of which up to $30,000 is payable after the filing by the Company of the Proxy Statement relating to the Transactions and $20,000 of which is payable immediately upon the Closing, in each case as determined by the Company’s then current Chief Executive Officer and/or any member of the Compensation Committee in their discretion.

Effective as of July 7, 2026, the Compensation Committee granted an award of 25,000 restricted stock units of the Company (the “Watson RSUs”) to Ms. Watson under the 2023 Equity Incentive Plan. The Watson RSUs shall vest in full subject to the satisfaction of all of the following conditions: (i) occurrence of the Closing and (ii)(x) one-fourth of the Watson RSUs shall vest on the Initial Vesting Date and (y) thereafter, one-fourth of the Watson RSUs shall vest on each subsequent Additional Initial Vesting Date, such that all of the Watson RSUs shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that Ms. Watson is continuously employed in any capacity by the Company or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except as provided herein). If Ms. Watson is terminated by the Company or any of its subsidiaries without Cause (as defined in the Watson EA as amended by the Watson EA Amendment (the “Amended Watson EA”)) but not including death or Disability (as defined in Amended Watson EA)) or if the Amended Watson EA is terminated by Ms. Watson for Good Reason (as defined in the Amended Watson EA), in such event all of the Watson RSUs shall fully vest immediately as of such date of her termination, cessation of services or termination of the Amended Watson EA, as applicable; provided that (A) no acceleration shall occur if Ms. Watson’s employment is terminated for Cause, in which case any unvested Watson RSUs shall be forfeited and canceled for no consideration, and (B) if Ms. Watson voluntarily resigns or otherwise voluntarily departs (other than as a result of any termination of the Amended Watson EA by Ms. Watson for Good Reason) from the Company or any of its subsidiaries (as applicable), such voluntary resignation or voluntary termination (other than as a result of any termination of the Amended Watson EA by Ms. Watson for Good Reason) shall not be deemed to satisfy this requirement with respect to the applicable Vesting Date and the applicable portion of the Watson RSUs shall not vest. In addition, in the event of a Change of Control (as defined in the Amended Watson EA) other than as a result of the Transactions, 100% of any unvested Watson RSUs shall immediately become fully vested.

Equity Incentive Plan Amendment

On June 22, 2026, in connection with the execution of the Merger Agreement, the Board approved Amendment No. 4 to the 2023 Equity Incentive Plan to increase the maximum aggregate number of shares of Common Stock that may be issued under the plan by an additional 475,000 shares and the Evergreen Shares (as provided in such amendment) (the “Plan Amendment”). The Plan Amendment is subject to approval of the Company’s shareholders and shall be considered and voted upon by the Company’s shareholders as part of the Stockholder Proposals to be submitted to the Company’s shareholders in connection with Merger Agreement.

Director and Officer Appointments

In connection with the execution of the Merger Agreement and subject to the Closing, (i) the Company will take all necessary action to increase the size of its Board of Directors as directed by Seller and appoint the individuals determined by Seller prior to the Closing to the Board of Directors effective as of the Effective Time, (ii) it is expected that Mr. Simpson and David R.Wells, each a current member of the Board of Directors, shall remain on the Board of Directors after the Closing, and (iii) Andrea Childs will be named as the new Chief Executive Officer and Erik Ellingson will be named as the new Chief Financial Officer of the Company, respectively, of the Company, in each case, effective as of the Effective Time. On June 22, 2026, in connection with the Transactions and in each case subject to the Closing and effective as of the Effective Time, the Board of Directors approved (w) the increase of the size of the Board of Directors from five to nine directors to accommodate the future appointment of directors to be determined by Seller, (x) for Ms. Childs to be elected as a director to fill one of the newly created director vacancies to serve until the earlier of her resignation, death, removal from office, or she is otherwise disqualified from serving as a member of the Board of Directors, (y) for Ms. Childs to be appointed as the new Chief Executive Officer of the Company to replace Mr. Simpson, and (z) for Mr. Ellingson to be appointed as the new Chief Financial Officer of the Company to replace Ms. Watson.