Material Event (Form 8-K)

Item 8.01 Other Events.

Regulation A Offering

As previously disclosed, on February 12, 2025, HeartSciences, Inc. (the "Company") filed an Offering Statement on Form 1-A (File No. 024-12572) (as amended and supplemented from time to time, the "Form 1-A"), with the U.S. Securities and Exchange Commission (the "SEC") and which was qualified by the SEC on March 10, 2025, to register the offering of up to 4,285,714 units of the Company (the "Units") at an offering price of $3.50 per Unit, for a maximum offering amount of $15,000,000 worth of Units (collectively, the "Offering"). Each Unit consists of one share of the Company's Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock") and one warrant (each a "Warrant" and collectively the "Warrants") to purchase one share of the Company's common stock, $0.001 par value per share (the "common stock"), at an exercise price of $5.00 per share.

As of August 22, 2025, the Company has received a total of $5.2 million of gross proceeds, resulting in the issuance of 1,484,440 Units, as a result of several closings of the Offering. As of August 22, 2025, holders of 979,851 shares of Series D Preferred Stock, received as part of the issued Units, have elected to convert such shares of Series D Preferred Stock into 979,851 shares of common stock (the "Reg A Issuance").

Debt Exchange

As of August 22, 2025, the Company has exchanged $1,655,000 of an unsecured promissory note issued to a certain third party in September 2024 for 461,572 shares of the Company's common stock, reducing the principal amount of such note by such amount (the "Debt Exchange").

As a result of the Reg A Issuance and the Debt Exchange, there are 2,535,066 shares of common stock issued and outstanding as of August 22, 2025.