hscs20260731

hscs20260731_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41422

HEARTSCIENCES INC.

(Exact Name of Registrant as Specified in its Charter)

TEXAS	26-1344466
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

550 Reserve Street, Suite 360 Southlake, Texas	76092
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (682)-237-7781

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

HSCS

The Nasdaq Stock Market LLC

Warrants

HSCSW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 11, 2026, the registrant had 4,800,172 shares of Common Stock outstanding.

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HEARTSCIENCES INC.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by terminology such as “may,” “will,” “should,” “expects,” “aims,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “intends,” or “continue,” or the negative of these terms or other comparable terminology. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and those risks identified under Part I, Item 1A of our Annual Report on Form 10-K for the year ended April 30, 2026 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 23, 2026 (the “2026 Annual Report on Form 10-K”). Therefore, actual results may differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our device, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

●

the possibility that the Merger (as defined below) does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all, including the failure to timely obtain stockholder approval for the proposed transaction from our stockholders, if at all;

●

the occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement (as defined below);

●

the possibility that the anticipated benefits of the proposed Merger are not realized when expected or at all;

●

the possibility that the vision, goals, and trajectory of Fortitude (as defined below) and our Company are not timely achieved or realized or achieved or realized at all;

●

the possibility that the integration of the two companies may be more difficult, time-consuming, or costly than expected;

●

the possibility that the Transactions (as defined below) may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;

●

the diversion of our management's attention from ongoing business operations and opportunities and other factors that may affect future results of Fortitude or our Company;

●

our expectation regarding the sufficiency of our existing cash and cash equivalents to fund our current operations;

●

our ability to receive regulatory clearances for the MyoVista wavECG and associated AI-ECG algorithms from the U.S. Food and Drug Administration (the “FDA”), and/or regulatory clearances for the MyoVista wavECG and associated AI-ECG algorithms or the MyoVista Insights™ from state regulators, if any, or other similar foreign regulatory agencies, including approval to conduct clinical trials, the timing and scope of those trials and the prospects for regulatory approval or clearance of, or other regulatory action with respect to our current products or other future potential products;

●

our ability to further advance the development of the MyoVista Insights™, our ECG device agnostic platform and to develop and incorporate AI-ECG algorithms on that platform or the MyoVista wavECG, our 12-lead electrocardiograph (“ECG”) device and to incorporate an additional proprietary AI-ECG algorithm that we have been developing to detect cardiac dysfunction following changes in the ASE guidelines for the assessment of LVDD, as well as future potential products;

●

our ability to develop a cloud-based hardware agnostic platform and to develop and incorporate AI-ECG algorithms on that platform;

●

our ability to launch sales of MyoVista Insights™, and AI-ECG algorithms, the MyoVista wavECG, or any future potential products into the U.S.;

●

our assessment of the potential of MyoVista Insights™, and AI-ECG algorithms, the MyoVista wavECG device, and any future potential products;

●

our planned level of capital expenditures and liquidity;

●

our plans to continue to invest in research and development to develop technology for new products;

●

our failure to maintain the continued listing requirements of Nasdaq (as defined below), including in connection with the consummation of the proposed Merger, could result in a de-listing of our shares and penny stock trading;

●

the regulatory environment and changes in the health policies and regimes in the countries in which we intend to operate, including the impact of any changes in regulation and legislation that could affect the medical device industry;

●

our ability to meet our expectations regarding the commercial supply of our current products and any future products;

●

our ability to retain key executives;

●

our ability to internally develop new inventions and intellectual property;

●

the overall global economic environment;

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●

the ultimate impact of health epidemics, on our business, our clinical trials, our research programs, healthcare system or the global economy as a whole;

●

the impact of competition and new technologies;

●

general market, political and economic conditions in the countries in which we operate;

●

our ability to develop new product offerings and intellectual property;

●

changes in our strategy;

●

changes in our stock price, including before Closing; and

●

potential litigation.

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise for any reason.

The Company will continue to file annual, quarterly and current reports, proxy statements and other information with the SEC. Forward-looking statements speak only as of the dates specified in such filings. Except as expressly required under federal securities laws and the rules and regulations of the SEC, we do not undertake any obligation to update any forward-looking statements to reflect events or circumstances arising after any such date, whether as a result of new information or future events or otherwise. You should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

NOTE REGARDING COMPANY REFERENCES

Throughout this Quarterly Report on Form 10-Q, the “Company,” “we,” “us” and “our” refer to HeartSciences Inc. References to “Fiscal 2027” refer to the 12 months ending April 30, 2027 and references to “Fiscal 2026” refer to the 12 months ended April 30, 2026.

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PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Unaudited Financial Statements:
	Condensed Balance Sheets as of July 31, 2026 and April 30, 2026	1
	Condensed Statements of Operations for the three months ended July 31, 2026 and 2025	2
	Condensed Statements of Stockholders' Equity for the three months ended July 31, 2026 and 2025	3
	Condensed Statements of Cash Flows for the three months ended July 31, 2026 and 2025	4
	Notes to the Condensed Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
Signatures		35

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HEARTSCIENCES INC.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

HeartSciences Inc.

Condensed Balance Sheets

	*July 31,*			*April 30,*
	*2026*			*2026*
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	29,906		$	1,656,814
Inventory, net		402,989			655,629
Prepaid expenses		213,337			83,049
Deferred offering costs		125,162			147,062
Other current assets		40,374			40,374
Total current assets		811,768			2,582,928

Property and equipment, net		32,980			39,312
Capitalized software		989,689			715,191
Intangible assets, net		1,662,784			1,657,175
Right-of-use assets, net		239,871			268,067
TOTAL ASSETS	$	3,737,092		$	5,262,673

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,022,767		$	318,327
Accrued expenses		263,448			432,454
Accrued interest expense		298,371			327,960
Operating lease liabilities, current portion		144,304			139,026
Current portion of notes payable		3,722,953			3,622,120
Other current liabilities		181,128			21,225
Total current liabilities		5,632,971			4,861,112

LONG-TERM LIABILITIES
Operating lease liabilities, long-term		137,266			175,501
Total long-term liabilities		137,266			175,501

TOTAL LIABILITIES		5,770,237			5,036,613

COMMITMENTS AND CONTINGENCIES (NOTE 2, 4-6, and 7)
STOCKHOLDERS' (DEFICIT) EQUITY
Series C convertible preferred stock, $0.001 par value, 20,000,000 shares authorized and 600,000 designated; 380,440 shares issued and outstanding as of July 31, 2026 and April 30, 2026.		380			380
Series D convertible preferred stock, $0.001 par value, 20,000,000 shares authorized and 4,285,714 designated; 425,264 shares issued and outstanding as of July 31, 2026 and 532,594 shares issued and outstanding at April 30, 2026.		426			533
Common stock, $0.001 par value, 500,000,000 shares authorized; 3,904,983 shares issued and outstanding as of July 31, 2026 and 3,188,380 shares issued and outstanding as of April 30, 2026.		3,904			3,188
Additional paid-in capital		86,403,999			85,491,469
Accumulated deficit		(88,441,854	)		(85,269,510	)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(2,033,145	)		226,060
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	3,737,092		$	5,262,673

The accompanying notes are an integral part of these condensed unaudited financial statements.

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HeartSciences Inc.

Condensed Statements of Operations (Unaudited)

	*Three Months Ended July 31,*
	*2026*			*2025*

Revenue	$	2,100		$	1,900

Cost of sales		760			760

Gross margin		1,340			1,140

Operating expenses:
Research and development		906,629			997,206
Selling, general and administrative		2,033,801			878,053
Total operating expenses		2,940,430			1,875,259

Loss from operations		(2,939,090	)		(1,874,119	)

Other income (expense)
Interest expense		(235,261	)		(183,688	)
Other income		2,007			2,813
Total other expense		(233,254	)		(180,875	)

Net loss	$	(3,172,344	)	$	(2,054,994	)

Net loss per share, basic and diluted	$	(0.86	)	$	(1.58	)

Weighted average common shares outstanding, basic and diluted		3,668,945			1,303,532

The accompanying notes are an integral part of these condensed unaudited financial statements.

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HeartSciences Inc.

Condensed Statements of Stockholders' (Deficit) Equity (Unaudited)

Three Month Periods Ended July 31, 2026 and 2025

	*Series C Convertible*				*Series D Convertible*										*Additional*						*Total*
	*Preferred Stock*				*Preferred Stock*						*Common Stock*				*Paid-in*			*Accumulated*			*Stockholder's*
	*Shares*		*Amount*		*Shares*			*Amount*			*Shares*		*Amount*		*Capital*			*Deficit*			*Equity (Deficit)*

BALANCE AT APRIL 30, 2026		380,440	$	380		532,594		$	533			3,188,380	$	3,188	$	85,491,469		$	(85,269,510	)	$	226,060

Conversion of Series D Preferred Stock to Common Stock		—		—		(107,330	)		(107	)		107,330		107		—			—			—

Issuance of Common Stock for vested RSUs		—		—								101,250		101		187,208			—			187,309

Issuance of Common Stock upon exchange of accrued interest		—		—		—			—			78,103		78		163,939			—			164,017

Issuance of restricted shares to management		—		—		—			—			425,000		425		(425	)		—			—

Issuance of Common Stock under ATM		—		—		—			—			4,920		5		10,228			—			10,233

Stock based compensation		—		—		—			—			—		—		551,580			—			551,580

Net loss		—		—		—			—			—		—		—			(3,172,344	)		(3,172,344	)

BALANCE AT JULY 31, 2026		380,440	$	380		425,264		$	426			3,904,983	$	3,904	$	86,403,999