Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On August 12, 2026, HeartSciences Inc. (the "Company" or "HeartSciences") sold and issued to Fortitude Mining Holdings, Inc., a Delaware corporation ("Fortitude"), an aggregate of 411,522 shares (the "Shares") of HeartSciences common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $2.43 per Share (the "Purchase Price") in a private placement (the "PIPE Investment"). The Purchase Price represented the 30 trading day volume weighted average price for HeartSciences Common Stock through August 11, 2026. The PIPE Investment was made pursuant to a subscription agreement (the "Subscription Agreement") entered into between HeartSciences and Fortitude, dated as of August 12, 2026. The gross proceeds of the PIPE Investment were approximately $1.0 million. HeartSciences has agreed to use the net proceeds from the PIPE Investment for operating expenses in the period leading up to the expected closing of the previously reported proposed business combination with Fortitude (the "Proposed Transaction"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated June 23, 2026, among HeartSciences, Fortitude, Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC, as amended. Following the PIPE Investment, Fortitude owns approximately 9.4% of HeartSciences' issued and outstanding Common Stock as of August 12, 2026. The Shares issued in the PIPE Investment represent ordinary shares of Common Stock without any additional rights or preferences, however, such shares are not subject to the Exchange Ratio (as defined in the Merger Agreement) contemplated by the Proposed Transaction.

The Shares issued pursuant to the Subscription Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and will be issued in reliance upon the exemption from the registration requirement of the Securities Act, pursuant to Section 4(a)(2) thereof and similar exemptions under applicable state securities laws. HeartSciences relied on this exemption from registration based in part on representations made by Fortitude. The Shares may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The Subscription Agreement contains certain customary representations, warranties and agreements by each of HeartSciences and Fortitude, indemnification obligations of HeartSciences and Fortitude, and other obligations of the parties.

The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.