|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
HeartSciences Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
10/21/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
North Rock Digital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
176,461.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.55 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
North Rock Digital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
176,461.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.55 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Positivo LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PUERTO RICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
122,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Positivo Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PUERTO RICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
122,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Press, Philip H | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
299,271.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Wlezien Alexander M. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
299,271.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
HeartSciences Inc. | |
| (b) | Address of issuer's principal executive offices:
550 Reserve St., Suite 360, Southlake, Texas 76092 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by:
North Rock Digital, LP, a Delaware limited partnership ("North Rock");
North Rock Digital GP, LLC, a Delaware limited liability company and the general partner of North Rock ("North Rock GP");
Positivo LLC, a Puerto Rico limited liability company ("Positivo");
Positivo Management LLC, a Puerto Rico limited liability company and the investment manager of Positivo ("Positivo Management");
Philip H. Press ("Mr. Press"); and
Alexander M. Wlezien ("Mr. Wlezien").
Each of the foregoing is sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons."
North Rock directly owns 176,461 shares of common stock (the "North Rock Shares"), par value $0.001 (the "Common Stock"), of HeartSciences Inc. (the "Issuer"), representing approximately 3.55% of the outstanding Common Stock. North Rock GP, as the general partner of North Rock, may be deemed to share voting and dispositive power with respect to the North Rock Shares. Mr. Press and Mr. Wlezien, as the holders of the managing membership interests of North Rock GP and the persons having ultimate authority with respect to investment and trading decisions of North Rock GP, may be deemed to share voting and dispositive power with respect to the North Rock Shares.
Positivo directly owns 122,810 shares of Common Stock of the Issuer (the "Positivo Shares"), representing approximately 2.47% of the outstanding Common Stock. Positivo Management has been appointed to direct the investment decisions of Positivo and, in such capacity, may be deemed to share voting and dispositive power with respect to the Positivo Shares. Mr. Press and Mr. Wlezien, as members and Co-Chief Investment Officers of Positivo Management with authority to make and implement investment and trading decisions, may be deemed to share voting and dispositive power with respect to the Positivo Shares.
Accordingly, Mr. Press and Mr. Wlezien may be deemed to beneficially own an aggregate of 299,271 shares of Common Stock, consisting of the North Rock Shares and the Positivo Shares, and representing approximately 6.02% of the outstanding Common Stock.
The filing of this Schedule 13G shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities reported herein as beneficially owned by such Reporting Person, except to the extent of such Reporting Person's pecuniary interest therein.
The Reporting Persons are filing this Schedule 13G jointly pursuant to Rule 13d-1(k)(1). The filing of this Schedule 13G jointly, and the Joint Filing Agreement attached hereto as Exhibit 1, shall not be construed as an admission that any of the Reporting Persons constitute or have formed a "group" within the meaning of Section 13(d)(3) or Section 13(g)(3) of the Exchange Act or Rule 13d-5 thereunder. | |
| (b) | Address or principal business office or, if none, residence:
1095 Calle Wilson PH-2
Puerta del Condado Condominium
San Juan, Puerto Rico 00907 | |
| (c) | Citizenship:
North Rock is a Delaware limited partnership.
North Rock GP is a Delaware limited liability company.
Positivo is a Puerto Rico limited liability company.
Positivo Management is a Puerto Rico limited liability company.
Mr. Press is a citizen of the United States.
Mr. Wlezien is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
North Rock Digital, LP: 176,461
North Rock Digital GP, LLC: 176,461
Positivo LLC: 122,810
Positivo Management LLC: 122,810
Philip H. Press: 299,271
Alexander M. Wlezien: 299,271
North Rock is the direct owner of the North Rock Shares. North Rock GP, as the general partner of North Rock, may be deemed to beneficially own the North Rock Shares. Mr. Press and Mr. Wlezien, as the holders of the managing membership interests of North Rock GP with ultimate authority over investment and trading decisions, may also be deemed to beneficially own the North Rock Shares.
Positivo is the direct owner of the Positivo Shares. Positivo Management, as the investment manager responsible for directing investment decisions of Positivo, may be deemed to beneficially own the Positivo Shares. Mr. Press and Mr. Wlezien, as members and Co-Chief Investment Officers of Positivo Management with authority to make and implement trading decisions, may also be deemed to beneficially own the Positivo Shares.
Accordingly, Mr. Press and Mr. Wlezien may be deemed to beneficially own the North Rock Shares and the Positivo Shares, in the aggregate.
The Reporting Persons expressly disclaim beneficial ownership of securities reported herein except to the extent of their respective pecuniary interests therein. | |
| (b) | Percent of class:
North Rock Digital, LP: 3.55%
North Rock Digital GP, LLC: 3.55%
Positivo LLC: 2.47%
Positivo Management LLC: 2.47%
Philip H. Press: 6.02%
Alexander M. Wlezien: 6.02% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
North Rock Digital, LP: 0
North Rock Digital GP, LLC: 0
Positivo LLC: 0
Positivo Management LLC: 0
Philip H. Press: 0
Alexander M. Wlezien: 0 | ||
| (ii) Shared power to vote or to direct the vote:
North Rock Digital, LP: 176,461
North Rock Digital GP, LLC: 176,461
Positivo LLC: 122,810
Positivo Management LLC: 122,810
Philip H. Press: 299,271
Alexander M. Wlezien: 299,271 | ||
| (iii) Sole power to dispose or to direct the disposition of:
North Rock Digital, LP: 0
North Rock Digital GP, LLC: 0
Positivo LLC: 0
Positivo Management LLC: 0
Philip H. Press: 0
Alexander M. Wlezien: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
North Rock Digital, LP: 176,461
North Rock Digital GP, LLC: 176,461
Positivo LLC: 122,810
Positivo Management LLC: 122,810
Philip H. Press: 299,271
Alexander M. Wlezien: 299,271
The percentages reported above are based upon 4,969,283 shares of Common Stock outstanding as of October 8, 2026, as disclosed in the Issuer's definitive proxy statement filed with the Securities and Exchange Commission on October 19, 2026. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The partners, members and other investors in North Rock and Positivo have economic interests in the assets of their respective investment vehicles and may have the right to participate in distributions made by such investment vehicles. No person other than a Reporting Person is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, securities reported herein representing more than five percent of the outstanding Common Stock of the Issuer. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 1 - Joint Filing Agreement |