Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 4, 2026, HeartSciences Inc. (the "Company" or "HeartSciences") received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it is not in compliance with the Nasdaq Listing Rule 5550(b)(1) ("Rule 5550(b)(1)"), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. In its Annual Report on Form 10-K for the fiscal year ended April 30, 2026, the Company reported stockholders' equity of $226,060, and, as of August 4, 2026, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, and as a result, does not currently satisfy the requirements of Rule 5550(b)(1).

Nasdaq's letter has no immediate impact on the listing of the Company's common stock or public warrants, which will continue to be listed and traded on Nasdaq, subject to the Company's compliance with the other continued listing requirements. Nasdaq's letter provides the Company with 45 calendar days, or until September 18, 2026, to submit a plan to regain compliance. The Company believes that its plan to consummate the Proposed Transaction (as defined below) will serve as a basis for its plan to regain compliance. If the plan is accepted, the Company can be granted up to 180 calendar days from August 4, 2026, or until January 31, 2027, to evidence compliance. There can be no assurance that the Company will be able to regain compliance with all applicable continued listing requirements or that its plan will be accepted by the Nasdaq staff. In the event the plan is not accepted by the Nasdaq staff, or in the event the plan is accepted and the extension granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders' equity requirement, including by consummating the Proposed Transaction. There can be no assurance that the Company will be able to consummate the Proposed Transaction. The Company intends to submit the compliance plan by the deadline set forth in Nasdaq's letter.

If trading in the Company's common stock or public warrants is suspended on Nasdaq or its common stock or the public warrants are delisted by Nasdaq for any reason, it could negatively impact the Company as it would likely reduce the liquidity and market price of the common stock and the public warrants; reduce the number of investors willing to hold or acquire the common stock; negatively impact the Company's ability to access equity markets and obtain financing; impair the Company's ability to provide equity incentives; and negatively impact the Company's ability to consummate the Proposed Transaction.

As previously reported, on June 23, 2026, Fortitude Mining Holdings, Inc. ("Fortitude"), a vertically-integrated digital asset mining platform anchored in Zcash, and HeartSciences entered into a definitive merger agreement to combine in an all-stock transaction (the "Proposed Transaction"). The following is important information that should be read together with the information included herein.

Additional Information and Where to Find It

Communications related to each of Fortitude and HeartSciences, their respective businesses and the Proposed Transaction may be deemed solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences has filed a preliminary proxy statement on Schedule 14A and may file additional relevant materials with the U.S. Securities and Exchange Commission ("SEC"). Following the filing of a definitive proxy statement with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION. COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS ARE NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences Investor Relations Department at [email protected].