UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

Schedule 14A

__________________________________________

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material pursuant to Rule 14a-12

HEARTSCIENCES INC.
(Name of Registrant as Specified in its Charter)

_______________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PROXY STATEMENT

550 Reserve Street, Suite 360
Southlake, TX 76092

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2026

To the Shareholders of HeartSciences Inc.:

We are pleased to invite you to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of HeartSciences Inc., a Texas corporation (the “Company”), which will be held virtually via a live audio webcast at https://meetings.lumiconnect.com/200-700-572-593 on Thursday, April 30, 2026, at 10:00 a.m. Eastern Time, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1. to elect one member of the Company’s Class III Board of Directors identified in the accompanying proxy statement to hold office until the next applicable annual meeting of the Company’s shareholders;

2. to approve an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2023 Equity Incentive Plan to 1,250,000 shares plus the Evergreen Shares;

3. to approve a proposed amendment of the Company’s Amended and Restated Certificate of Formation to provide for exculpation of officers of the Company from personal liability under certain circumstances as allowed by Texas law;

4. to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026;

5. to approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting; and

6. to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Pursuant to the Company’s Third Amended and Restated Bylaws, the Company’s Board of Directors has fixed the close of business on March 6, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. Holders of the Company’s common stock and holders of shares of the Company’s Series C Convertible Preferred Stock are entitled to vote at the Annual Meeting.

Thank you for your ongoing support and continued interest in the Company.

		By Order of the Board of Directors,
		/s/ Andrew Simpson
		Andrew Simpson
		Chairman and Chief Executive Officer
		Southlake, Texas
		March 17, 2026

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YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF
COMMON STOCK AND/OR SERIES C PREFERRED STOCK YOU OWN!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2026:

You are cordially invited to attend the Annual Meeting, which will be held virtually via a live audio webcast at https://meetings.lumiconnect.com/200-700-572-593. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY PHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.

If you are a shareholder of record, please vote by the internet or by telephone, or, if you elect to receive a paper proxy card by mail, by completing, dating, signing and returning the proxy mailed to you. Submitting your vote via the internet or by telephone or proxy card will not affect your right to vote in person online if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker, bank, or other nominee), you will receive instructions from your nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the internet if your voting instructions from your nominee include instructions for doing so. Even if you have voted by proxy, you may still vote online at the virtual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

Our Proxy Statement is attached. The Proxy Statement, Proxy Card and the Annual Report on Form 10-K for our fiscal year ended April 30, 2025 (the “2025 Annual Report”) may be accessed over the internet free of charge at https://www.astproxyportal.com/ast/27913/ and following the on-screen instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.

We are using U.S. Securities and Exchange Commission rules that allow us to make our Proxy Statement and related materials available on the internet. Accordingly, we are sending a “Notice of Internet Availability of Proxy Materials,” or Notice of Availability, to our shareholders of record instead of a paper Proxy Statement and annual report containing financial statements, unless paper copies have previously been requested. The rules provide us the opportunity to save money on the printing and mailing of our proxy materials and to reduce the impact of our Annual Meeting on the environment. We hope that you will view our Annual Meeting materials over the internet if possible and convenient for you. Instructions on how to access the proxy materials over the internet or to request a paper or email copy of our proxy materials can also be found in the notice you received.

Whether or not you expect to attend the Annual Meeting, please make sure you vote so that your shares will be represented at the Annual Meeting. Our shareholders can vote over the internet or by telephone as specified in the accompanying voting instructions or by completing and returning a proxy card. This will ensure the presence of a quorum at the Annual Meeting and save the expense and extra work of additional solicitation. Sending your proxy card will not prevent you from attending the Annual Meeting, revoking your proxy and voting your stock virtually. If you fail to return your proxy card, grant your proxy electronically over the Internet, submit your vote over the phone, or vote virtually at the Annual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Annual Meeting.

We encourage you to read the accompanying proxy materials carefully. If you have any questions concerning the Annual Meeting or the accompanying proxy materials, would like additional copies of the proxy materials or need help voting your shares of common stock or Series C Preferred Stock, please contact our Office Manager at (737) 414-9213.

Thank you for your participation. We look forward to your continued support.

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PROXY STATEMENT

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		Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		1
CORPORATE GOVERNANCE		9
PROPOSAL NO. 1 — ELECTION OF DIRECTORS		12
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS		13
DIRECTOR COMPENSATION		16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS		18
EXECUTIVE OFFICERS AND DIRECTORS		20
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		23
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		24
PROPOSAL NO. 2 — APPROVAL OF AN INCREASE OF THE NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK RESERVED FOR ISSUANCE UNDER THE COMPANY’S 2023 EQUITY INCENTIVE PLAN TO 1,250,000 SHARES PLUS THE EVERGREEN SHARES		27
PROPOSAL NO. 3 — APPROVAL OF A PROPOSED AMENDMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF FORMATION TO PROVIDE FOR EXCULPATION OF OFFICERS OF THE COMPANY FROM PERSONAL LIABILITY UNDER CERTAIN CIRCUMSTANCES AS ALLOWED BY TEXAS LAW		31
PROPOSAL NO. 4 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		33
PROPOSAL NO. 5 — APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING TO A LATER DATE OR TIME IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING		34
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		35
EXECUTIVE COMPENSATION		36
OTHER INFORMATION		40
APPENDIX A-1-1 — THE 2023 EQUITY INCENTIVE PLAN		A-1-1-1
APPENDIX A-1-2 — AMENDMENT NO. 1 TO THE 2023 EQUITY INCENTIVE PLAN		A-1-2-1
APPENDIX A-1-3 — AMENDMENT NO. 2 TO THE 2023 EQUITY INCENTIVE PLAN		A-1-3-1
APPENDIX A-1-4 — AMENDMENT NO. 3 TO THE 2023 EQUITY INCENTIVE PLAN		A-1-4-1
APPENDIX B — FORM OF CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF FORMATION OF HEARTSCIENCES INC.		B-1

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550 Reserve Street, Suite 360
Southlake, TX 76092

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2026

The board of directors (the “Board of Directors”) of HeartSciences Inc., a Texas corporation (“we,” “us,” “our,” HeartSciences” or “our Company”) solicits the enclosed proxy for our Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually via a live audio webcast at https://meetings.lumiconnect.com/200-700-572-593 on Thursday, April 30, 2026, at 10:00 a.m. Eastern Time, and for any adjournment or postponement thereof. This proxy statement (this “Proxy Statement”) is being made available to shareholders on or about March 17, 2026.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1. Q: Why did I receive a notice regarding the availability of proxy materials on the internet?

A: Instead of mailing paper proxy materials, we sent a “Notice of Internet Availability of Proxy Materials” to our shareholders of record. We refer to that notice as the Notice of Availability. The Notice of Availability provides instructions on how to view our proxy materials over the internet, how to vote and how to request a paper or email copy of our proxy materials. This method of providing proxy materials is permitted under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”). We hope that following this procedure will allow us to save money on the printing and mailing of those materials and to reduce the impact that our Annual Meeting has on the environment.

We intend to mail the Notice of Availability on or about March 19, 2026 to all of our shareholders of record entitled to vote at the Annual Meeting.

2. Q: What is the purpose of the Annual Meeting?

A: At the Annual Meeting, our shareholders will act upon the matters outlined in this Proxy Statement, including:

• election of one member of our Class III Board of Directors, the director nominee being Andrew Simpson (Proposal No. 1);

• approval of an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2023 Equity Incentive Plan to 1,250,000 shares plus the Evergreen Shares (Proposal No. 2);

• approval of an amendment of the Company’s Amended and Restated Certificate of Formation to provide for exculpation of officers of the Company from personal liability under certain circumstances as allowed by Texas law (Proposal No. 3);

• ratification of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending April 30, 2026 (Proposal No. 4); and

• approval of the adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting (Proposal No. 5).

Certain members of our Board of Directors and management and representatives of Haskell & White LLP, our independent registered public accounting firm, are expected to be present at the Annual Meeting or at any adjournment or postponement thereof to respond to appropriate questions from shareholders.

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3. Q: What is the date, time and place of the Annual Meeting?

A: The Annual Meeting will be held virtually via a live audio webcast at https://meetings.lumiconnect.com/200-700-572-593 on Thursday, April 30, 2026, beginning at 10:00 a.m. Eastern Time. Any shareholder can listen to and participate in the Annual Meeting via the live audio webcast, and we believe that a virtual meeting provides expanded shareholder access and participation and improved communications, while affording shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically and submit questions and comments during the meeting in accordance with the rules of conduct for the meeting. We encourage you to attend online and participate.

4. Q: How do I attend and ask questions during the Annual Meeting?

A: We will be hosting the Annual Meeting via live audio webcast only. The meeting will start at 10:00 a.m. Eastern Time on Thursday, April 30, 2026. Shareholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

You can attend the Annual Meeting by accessing https://meetings.lumiconnect.com/200-700-572-593 and entering password, heartsciences2026 as well as the 11-digit control number included on your Notice or your proxy card if you received one by mail or electronically. If you are a registered shareholder (i.e., you hold your shares through our transfer agent, EQ — Equiniti Trust Company, LLC (“Equiniti”), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.

Beneficial owners who do not have a control number may gain access to the meeting by registering in advance. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your HeartSciences holdings along with your name and email address to Equiniti. Requests for registration must be labelled as “Legal Proxy” emailed to Proxy@equiniti.com and must be received no later than 11:59 p.m., Eastern Time, on April 16, 2026. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following: by email — forward the email from your broker, or attach an image of your legal proxy, to danielle.watson@heartsciences.com or by mail to EQ, ATTN: Proxy Dept. 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120.

Shareholders holding shares in “street name” may choose to enter as a guest. To log in as a guest, participants would visit https://meetings.lumiconnect.com/200-700-572-593, then select “Log in as a Guest”. After selecting this option, they will be prompted to enter in their name and email address. After doing so, you will be allowed into the meeting. Note: guests cannot ask questions.

We recommend that you log in a few minutes before 10:00 a.m. Eastern Time to ensure you are logged in when the Annual Meeting begins.

If you would like to submit a question during the Annual Meeting after you are logged in, questions can be submitted by accessing the meeting center at https://meetings.lumiconnect.com/200-700-572-593. Please click on the “Messaging” icon at the top of the left side of your screen, type your question into the text box, then click the “send” icon at the right of that text box. Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting as we determine in our sole discretion. To help ensure that we have a productive and efficient meeting, and in fairness to all shareholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

• You may submit questions and comments only electronically via the “Messaging” function through the meeting portal https://meetings.lumiconnect.com/200-700-572-593 during the Annual Meeting.

• Only shareholders of record as of the record date for the Annual Meeting and their proxy holders may submit questions or comments.

• Please direct all questions to Andrew Simpson, our Chairman, Chief Executive Officer and Director.

• Please include your name and affiliation, if any, when submitting a question or comment.

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• Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business.

• Questions may be grouped by topic by our management.

• Questions may be ruled out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.

• Be respectful of your fellow shareholders and Annual Meeting participants.

• No audio or video recordings of the Annual Meeting are permitted.

If you attend the virtual meeting as described above, you will be deemed to be attending in person, as provided by Texas law. Information on how to vote at the Annual Meeting is discussed below.

5. Q: Who is entitled to vote at the Annual Meeting?

A: Only common shareholders and holders of our Series C Convertible Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), as of the close of business on March 6, 2026 (the “Record Date”) are entitled to notice of and to vote at the Meeting. As of the Record Date, there were issued and outstanding and entitled to vote 3,184,700 shares of our common stock and 292,998 shares of our common stock entitled to vote issuable upon the conversion of the 380,440 shares of our issued and outstanding Series C Preferred Stock issued and outstanding as of such date. The holders of our Series C Preferred Stock shall vote together with the holders of common stock at the Annual Meeting, or at any adjournment or postponement thereof, as a single class and on an as converted to common stock basis.

6. Q: What are the voting rights of the holders of our common stock and Series C Preferred Stock?

A: Each outstanding share of our common stock will be entitled to one vote on each of the proposals presented at the Annual Meeting, or at any adjournment or postponement thereof. Each outstanding share of our Series C Preferred Stock shall vote together with the holders of common stock at the Annual Meeting, or at any adjournment or postponement thereof, as a single class and on an as converted to common stock basis.

7. Q: Which of my shares may I vote?

A: All shares owned by you as of the close of business on the Record Date may be voted by you. These shares include shares that are (i) held directly in your name as the shareholder of record and (ii) held for you as the beneficial owner through a broker, bank or other nominee.

8. Q: Who can attend the Annual Meeting?

A: The Annual Meeting will be held virtually via a live audio webcast at https://meetings.lumiconnect.com/200-700-572-593 on Thursday, April 30, 2026 beginning at 10:00 a.m. Eastern Time/9:00 a.m. Central Time. Any shareholder can listen to and participate in the Annual Meeting or at any adjournment or postponement thereof via the live audio webcast, and we believe that a virtual meeting provides expanded shareholder access and participation and improved communications, while affording shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically and submit questions and comments during the meeting in accordance with the rules of conduct for the meeting.

Even if your shares are held in “street name,” as the beneficial owner of shares, you are invited to attend the Annual Meeting. However, if you wish to attend the Annual Meeting, please have your bank or brokerage statement or a letter from your nominee evidencing your beneficial ownership of our stock and a form of personal identification ready. We reserve the right to deny admission to anyone who cannot show valid identification or sufficient proof of share ownership as of the Record Date. We encourage you to attend online and participate.

Please contact us at (682) 237-7781 or danielle.watson@heartsciences.com for instructions on how to access the live audio webcast to the Annual Meeting.

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9. Q: Can I find out who the shareholders are?

A: A list of shareholders as of the Record Date will be available for examination by any shareholder, for any purpose germane to the Annual Meeting, during ordinary business hours for ten days prior to the Annual Meeting at the office of the Office Manager of the Company at the above address, and at the time and place of the Annual Meeting, or at any adjournment or postponement thereof.

10. Q: What constitutes a quorum?

A: Presence at the Annual Meeting, virtually or by proxy, of the holders of one-third of an aggregate of: (i) the shares of our common stock and (ii) the shares of our common stock issuable upon conversion of our Series C Preferred Stock, outstanding on the Record Date will constitute a quorum, permitting the Annual Meeting to proceed and business to be conducted. Abstentions and broker non-votes are included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of determining whether a quorum exists. At the close of business on the Record Date, we had: (i) 3,184,700 shares of our common stock issued and outstanding and entitled to vote and (ii) 292,998 shares of our common stock entitled to vote issuable upon the conversion of the 380,440 shares of our issued and outstanding Series C Preferred Stock. As described above, shareholders attending the virtual meeting will be deemed to be attending in person, as provided by Texas law, and their shares will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the shares so represented may adjourn the Annual Meeting without further notice.

11. Q: What is the difference between holding shares as a “record holder” versus a “beneficial owner”?

A: Some of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially:

Record holders — If your shares are registered directly in your name with our transfer agent, Equiniti, you are, with respect to those shares, the shareholder of record or “record holder.” As the record holder, you have the right to grant your voting proxy directly to us or to vote virtually at the Annual Meeting, or at any adjournment or postponement thereof. We have enclosed or sent a proxy card for you to use. You may also vote by mail, over the internet or by telephone, as described below under the heading “Voting — How do I vote?”

Beneficial owners — If your shares are held in a brokerage account or bank or by another nominee, you are, with respect to those shares, the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your nominee on how to vote or to vote virtually at the Annual Meeting, or at any adjournment or postponement thereof.

However, since you are not a record holder, you may not vote these shares in person at the Annual Meeting, or at any adjournment or postponement thereof, unless you obtain a “legal proxy” from your nominee (who is the record holder), giving you the right to vote the shares. If you do not wish to vote virtually, you may vote by mail, or by telephone, as described below under the heading “Voting — How can I vote?”

12. Q: How do I vote?

A: If on the Record Date you are a registered shareholder of common stock or a holder of Series C Preferred Stock, meaning that you hold your shares through an account with our transfer agent, Equiniti, and you wish to vote prior to the Annual Meeting, or at any adjournment or postponement thereof, you may vote over the Internet, by mail or virtually at the Annual Meeting:

• Over the Internet. Go to the website of our tabulator, Equiniti, at www.voteproxy.com. Have your proxy card in hand when you access the website and follow the instructions to vote your shares. You must submit your Internet proxy before 11:59 p.m., Eastern Time, on February 18, 2026, the day prior to the Annual Meeting, for your proxy to be valid and your vote to count.

• By Mail. Complete and sign your proxy card and mail it to EQ, ATTN: 55 Challenger Road, Floor 2, Ridgefield Park, NJ 07660, in the postage prepaid envelope we provided. Equiniti must receive the proxy card not later than February 18, 2026, the day before the Annual Meeting, for your proxy to be valid and your vote to count.

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• To vote in person online. If you attend the Annual Meeting, or at any adjournment or postponement thereof, you may vote online by visiting https://meetings.lumiconnect.com/200-700-572-593 and entering password, heartsciences2026. Please have your 11-digit control number to join the Annual Meeting. We recommend logging in a few minutes before 10:00 a.m. Eastern time on April 30, 2026 to ensure you are logged in when the Annual Meeting starts.

• By Telephone. Call toll-free 1-800-proxies (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

• If on the Record Date your shares are held in street name, the proxy materials are being forwarded to you by or on behalf of your bank, broker or other nominee. If you received the proxy materials directly from Broadridge, follow the instructions above for shareholders of record. If you received the proxy materials from your bank, broker or other nominee, follow the instructions provided by your bank, broker or other nominee explaining how you can vote. If you would like to vote in person virtually at the Annual Meeting, or at any adjournment or postponement thereof, contact your bank, broker or other nominee who holds your shares to obtain a broker’s proxy card and bring it with you to the Annual Meeting, or at any adjournment or postponement thereof, along with a bank or brokerage statement or a letter from your nominee evidencing your beneficial ownership of our stock and a form of personal identification. A broker’s proxy is not the form of proxy enclosed with this Proxy Statement. You will not be able to vote shares you hold in street name in person virtually at the Annual Meeting unless you have a proxy from your bank, broker or other nominee issued in your name giving you the right to vote your shares.

13. Q: What if I have technical difficulties or trouble accessing the virtual Annual Meeting?

If you have any technical difficulties or any questions regarding the virtual meeting website, please access https://go.lumiglobal.com/faq. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our investor relations website, https://ir.heartsciences.com, including information on when the meeting will be reconvened.

14. Q: What if I do not specify how my shares are to be voted?

A: If you are the shareholder of record and you submit a proxy but do not provide any voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors. If you hold your shares in street name and do not instruct your bank or broker how to vote, it will nevertheless be entitled to vote your shares of common stock with respect to “routine” items but not with respect to “non-routine” items.

Please note that at the Annual Meeting, or at any adjournment or postponement thereof, we believe that both the ratification of the appointment of our independent registered public accounting firm (Proposal No. 4) and the approval of an adjournment of the Annual Meeting, if necessary (Proposal No. 5) will be considered a “routine” matter. Under applicable rules, banks and brokers are permitted to vote the shares held in their name for the account of a beneficial holder for “routine” matters, even if such bank or broker does not receive instructions from the beneficial holder. We will refer to these votes cast by banks and brokers without instruction from the relevant beneficial holder as “Broker Discretionary Votes”. We believe that based on the policies of most banks and brokers, the majority of Broker Discretionary Votes will be cast in accordance with the recommendations of our Board of Directors, and therefore “FOR” Proposal No. 4 and “FOR” Proposal No. 5.

On the other hand, each of Proposals No. 1, No. 2 and No. 3 will be considered a “non-routine” item, and that your broker will not have discretion to vote on these proposals. We will refer to these shares not voted by banks and brokers in absence of instructions from the relevant beneficial holder as “broker non-votes.” See “What is a broker non-vote?” below for more information. Broker non-votes count for purposes of determining whether a quorum is present at the Annual Meeting. Broker non-votes, if any, will have no effect on Proposals No. 1 and No. 2. Broker non-votes, if any, will have an effect of a vote “against” Proposals No. 3.

It is therefore important that you provide instructions to your bank or broker so that your shares are voted accordingly.

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15. Q: What is a broker non-vote?

A: Generally, a broker non-vote occurs when shares held by a nominee for a beneficial owner are not voted with respect to a particular proposal because (i) the nominee has not received voting instructions from the beneficial owner with respect to such proposal (despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions) and (ii) the nominee lacks discretionary voting power to vote such shares. Under the rules of The Nasdaq Capital Market (“Nasdaq”), a nominee does not have discretionary voting power with respect to “non-routine” matters or the election of directors. The ratification of the appointment of our independent registered public accounting firm (Proposal No. 4) and the approval of an adjournment of the Annual Meeting, if necessary (Proposal No. 5), are routine matters and the other proposals are non-routine matters.

If you are the beneficial owner of our common stock, your nominee will send you directions on how you can instruct them to vote.

16. Q: May I change my vote after I return my proxy?

A: Yes. You may revoke your proxy and change your vote at any time before the proxy is exercised. Record holders may change their vote by:

• a timely, valid, later dated proxy;

• a timely written notice of revocation submitted to our Office Manager at our principal executive offices at 550 Reserve Street, Suite 360, Southlake, TX 76092, Attention: Gene Gephart; or

• You may attend the virtual Annual Meeting or at any adjournment or postponement thereof and vote online. Simply virtually attending the Annual Meeting will not, by itself, revoke your proxy.

Beneficial owners may change their vote by complying with the instructions on their voting instruction cards.

17. Q: How does the Board of Directors recommend that I vote?

A: The Board of Directors recommends that you vote your shares:

• FOR the one Class III director nominee named in this Proxy Statement (Proposal No. 1);

• FOR the approval of an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2023 Equity Incentive Plan to 1,250,000 shares plus the Evergreen Shares (Proposal No. 2);

• FOR the approval of an amendment of the Company’s Amended and Restated Certificate of Formation to provide for exculpation of officers of the Company from personal liability under certain circumstances as allowed by Texas law (Proposal No. 3);

• FOR the ratification of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending April 30, 2026 (Proposal No. 4); and

• FOR the approval of an adjournment of the Annual Meeting, if necessary (Proposal No. 5).

18. Q: Vote Requirement — How many votes are required to approve each item?

A: Election of directors (Proposal No. 1) — If a quorum is present, a plurality of the votes cast shall be sufficient to elect the director (that is the nominee for our director who receives the most votes will be elected). For purposes of electing directors, not voting or withholding your vote by voting “abstain” (or a direction to your broker, bank or other nominee to withhold your vote, called a “broker non-vote”) is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors.

Approval of an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2023 Equity Incentive Plan to 1,250,000 shares plus the Evergreen Shares (Proposal No. 2) — If a quorum is present, approval of this proposal requires that the votes cast in favor of such action exceed the votes cast opposing such action. For purposes of these votes, abstentions or not voting on a matter will not be counted as either votes cast for or against this proposal and therefore will not count in determining the approval of these proposals. Broker non-votes will have no effect on the outcome of this proposal.

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Approval of an amendment of the Company’s Amended and Restated Certificate of Formation to provide for exculpation of officers of the Company from personal liability under certain circumstances as allowed by Texas law (Proposal No. 3) — If a quorum is present, affirmative vote of a majority of the aggregate of (i) the shares of our common stock and (ii) the shares of our common stock issuable upon conversion of our Series C Preferred Stock, issued and outstanding as of the Record Date, voting together as a single class, is required to approve an amendment of the Company’s Amended and Restated Certificate of Formation to provide for exculpation of officers of the Company from personal liability under certain circumstances as allowed by Texas law. For purposes of this vote, abstentions or not voting and broker non-votes will have an effect of a vote “against” this proposal.

Proposals No. 4 and No. 5, and any other items properly brought before the Annual Meeting — If a quorum is present, approval of each of these proposals and any other item properly brought before the Annual Meeting requires that the votes cast in favor of such action exceed the votes cast opposing such action. For purposes of these votes, abstentions or not voting on a matter will not be counted as either votes cast for or against this proposal and therefore will not count in determining the approval of these proposals. Broker non-votes will have no effect on the outcome of these proposals.

The results of Proposals No. 4 and 5 are not binding on our Board of Directors.

19. Q: What happens if a nominee is unable to stand for election?

A: If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have voted “Withhold” with respect to the original nominee.

20. Q: Vote Count — How are votes counted?

A: Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for each proposal votes “For,” “Against,” abstentions and broker non-votes.

21. Q: Voting Results — Where can I find the voting results of the Annual Meeting?

A: We will publish the final voting results of the Annual Meeting, or at any adjournment or postponement thereof, in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting.

22. Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a record holder and your shares are registered in more than one name, you will receive more than one copy of this Proxy Statement and proxy card. If you receive multiple sets of voting materials, please vote each proxy card and voting instruction card that you receive.

23. Q: Who will pay the costs of soliciting these proxies?

A: Proxies will be solicited initially by mail. Further solicitation may be made in person or by telephone, email or facsimile by members of our management. We will bear the expense of preparing, printing and mailing this Proxy Statement and accompanying materials to our shareholders. Upon request, we will reimburse brokers, banks or similar entities acting as nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of our common stock.

24. Q: What happens if additional matters are presented at the Annual Meeting?

A: Other than the four proposals described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting, or at any adjournment or postponement thereof. If you grant a proxy, the persons named as proxy holders, Andrew Simpson, our Chairman and Chief Executive Officer, and Danielle Watson, our Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

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25. Q: Who can help answer my questions?

A: If you have any questions about our proxy materials or the Annual Meeting, you can contact our Office Manager at:

HeartSciences Inc.
550 Reserve Street, Suite 360
Southlake, TX 76092
Attention: Gene Gephart
682-244-2578 Ext. 2024

****

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CORPORATE GOVERNANCE

We have adopted a Code of Ethics for our directors, officers and employees, which, in conjunction with our Amended and Restated Certificate of Formation, Third Amended and Restated Bylaws (the “Bylaws”) and Board of Directors’ committee charters, form our framework for governance. All of these documents are publicly available on our investor relations/corporate governance website at https://ir.heartsciences.com or may be obtained upon written request to:

HeartSciences Inc.
550 Reserve Street, Suite 360
Southlake, TX 76092
Attention: Gene Gephart

Governance Highlights

We are committed to maintaining high standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our shareholders well and maintaining our integrity in the marketplace. Some of the highlights of our corporate governance include:

What We Do:

• 3 of 5 directors are independent

• Annual election of certain members of our Board of Directors (see Proposal No. 1)

• Annual advisory vote to ratify independent auditor (see Proposal No. 4)

• Insider trading guidelines

• Regular Board of Directors’ self-assessments at both individual and committee levels

• Board of Directors committee members are all independent

What We Don’t Do:

• No repricing of underwater stock options without shareholder approval

• No hedging of Company securities per Company policy

• No pledging of Company securities without preapproval per Company policy

Director Independence

Our Board of Directors currently consists of five directors, three of whom are independent (as determined by our Board of Directors), one of whom serves as our Chairman and Chief Executive Officer and one of whom serves as our Chief Strategy Officer. Our Board of Directors has reviewed the independence of our directors and has determined that each of Messrs. Bent, Wells and Szymczak qualifies as an independent director pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations. In making this determination, our Board of Directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence.

Board Composition and Director Qualifications

Our Nominating and Corporate Governance Committee periodically assesses the appropriate size and composition of our Board of Directors, taking into account our specific needs. The committee utilizes various methods for identifying and evaluating candidates for director. Candidates may come to the attention of the committee through recommendations of directors, management, shareholders and professional search firms. Generally, the committee seeks members with diverse backgrounds and viewpoints and life and professional experiences, which contribute to the Board of Directors’ broad spectrum of experience and expertise, and who have a reputation of integrity, provided such individuals should all have a high level of management and/or financial experience.

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While we have no formal diversity policy that applies to the consideration of director candidates, the Nominating and Corporate Governance Committee has determined that diversity should be an important consideration in the selection of candidates, and that the board should be comprised of members who reflect diversity not only in race and gender, but also in viewpoints, experiences, backgrounds, skills and other qualities and attributes. The board and the Nominating and Corporate Governance Committee recognize the value of gender, race, ethnicity and age diversity and are focused on expanding the board to continue to diversify its makeup.

Rather than being bound by one-size-fits-all policies regarding the composition of our Board of Directors, the Nominating and Corporate Governance Committee instead seeks to make individual, facts-specific determinations. We believe that our Company requires specialized experience and expertise in its leaders due to the uniqueness of its business and industry. Commencing with our 2024 fiscal year, the Nominating and Corporate Governance Committee annually assesses the appropriateness of the size of our Board of Directors, the skill set mix of each director, and the performance of each director when reviewing the annual board self-assessments, where each director will have the opportunity to provide comprehensive feedback on himself/herself, his/her peers and the board as a whole. Three of the current members of our Board of Directors have been our directors since 2012, 2013 and 2014 respectively, and the other two directors joined us in 2020 and 2022, reflecting our evolving and expanding business and leadership needs. The Nominating and Corporate Governance Committee does not mandate an age or length of service at which a director must resign, and instead focuses on whether each director continues to provide value to the company and its shareholders. The Nominating and Corporate Governance Committee has committed itself to carefully considering diversity when evaluating future director candidates, giving strong consideration to candidates that would contribute to the board’s gender, ethnic and other diversity.

At a minimum, directors should:

• have experience in positions with a high degree of responsibility;

• demonstrate strong leadership skills;

• have the time, energy, interest and willingness to serve as a director; and

• contribute to the mix of skills, core competencies and qualifications of the Board of Directors and management.

In addition to recommendations from directors, management and professional search firms, the Nominating and Corporate Governance Committee will consider director candidates properly submitted by our shareholders. Shareholder recommendations should be sent to the Office Manager at our principal executive offices. The Nominating and Corporate Governance Committee will review all potential director nominees in the same manner, regardless of the source of the recommendation, in accordance with its charter.

Our Nominating and Corporate Governance Committee currently consists of Messrs. Bent, Wells and Szymczak.

Board Leadership Structure

Currently, the office of Chairman of our Board of Directors and Chief Executive Officer are held by Andrew Simpson. Due to our size and early stage of operations, we believe it is currently most effective to have the Chairman of the Board of Directors and Chief Executive Officer positions be held by the same individual. Under our Bylaws, the Chairman of the Board of Directors is responsible for coordinating the Board of Directors’ activities, including the scheduling of meetings and the determination of relevant agenda items.

Risk Oversight and Compensation Risk Assessment

Our Board of Directors oversees a company-wide approach to risk management. Our Board of Directors determines the appropriate risk level for us generally, assesses the specific risks faced by us and reviews the steps taken by our management to manage those risks. While our Board of Directors has ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas.

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Specifically, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of enterprise risks and financial risks, as well as potential conflicts of interests. Our Board of Directors is responsible for overseeing the management of risks associated with the independence of our Board of Directors.

Our management also reviews and reports on potential areas of risk at the request of the Audit Committee or other members of the Board of Directors.

We believe that our compensation policies and practices do not create inappropriate or unintended significant risk to our Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our ability to effectively identify and manage significant risks, are compatible with effective internal controls and our risk management practices and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Code of Ethics

We have adopted a Code of Ethics applicable to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer, which is a “code of ethics” as defined by applicable SEC rules. The purpose and role of this code is to, among other things, focus our directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct and to help enhance and formalize our culture of integrity, honesty and accountability. If we make any amendments to this code, other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from any provision of this code that applies to our Chief Executive Officer or Chief Financial Officer, or persons performing similar functions, and that relates to an element of the SEC’s “code of ethics” definition, then we will disclose the nature of the amendment or waiver in the Corporate Governance section of our investor relations/corporate governance website https://ir.heartsciences.com/governance-documents.

Policy Regarding Attendance at Annual Meetings of Shareholders

We do not have a policy with regard to board members’ attendance at annual meetings. We expect that our Chairman and one or more of the other directors will attend our Annual Meeting, or at any adjournment or postponement thereof.

Shareholder Communications

Shareholders and other interested parties may communicate with the Board of Directors, any committee thereof, the independent or non-management directors as a group or any individual director in writing. All such written communications must identify the recipient and be forwarded by mail to:

HeartSciences Inc.
550 Reserve Street, Suite 360
Southlake, TX 76092
Attention: Gene Gephart

Mr. Gephart will act as agent for the directors in facilitating such communications. In that capacity, Mr. Gephart may review, sort and summarize the communications.

Complaints about accounting, internal accounting controls or auditing matters may be made by utilizing our Business Integrity web-reporting tool, which we are in the process of implementing.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Director Nominees

Pursuant to the full terms of Article 12 of our Amended and Restated Certificate of Formation, the Board has been divided into three classes, Class I, Class II and Class III, and the members of the Board (the “Directors”) have been elected and designated among the three classes as nearly equal in number as possible as follows:

The Class I Directors whose term shall expire at the 2026 Annual Meeting of Shareholders:

		Brian Szymczak		550 Reserve Street, Suite 360, Southlake, Texas 76092
		Bruce Bent		550 Reserve Street, Suite 360, Southlake, Texas 76092

The Class II Directors whose term shall expire at the 2027 Annual Meeting of Shareholders:

		Mark Hilz		550 Reserve Street, Suite 360, Southlake, Texas 76092
		David R. Wells		550 Reserve Street, Suite 360, Southlake, Texas 76092

The Class III Director whose initial term shall expire at the Annual Meeting:

Andrew Simpson

550 Reserve Street, Suite 360, Southlake, Texas 76092

At the Annual Meeting we are soliciting approval of the following Class III director nominee:

Andrew Simpson

As our Board of Directors is divided into three classes, we elect the applicable class of our Board of Directors annually. The two Class I nominees will serve for a three-year term expiring on the date of our 2026 Annual Meeting of Shareholders or until their successors are elected or their earlier resignation or removal, and the two Class II nominees will serve for a three-year term expiring on the date of our 2027 Annual Meeting of Shareholders or until their successors are elected or their earlier resignation or removal. The single director nominee is a current member of our Board of Directors and is standing for re-election.

The director nominee has indicated a willingness to serve, or continue to serve, as a director if elected. If any director nominee becomes unable to serve, our Board of Directors may designate a substitute nominee, in which case the designated proxy holders, Mr. Simpson and Mr. Hilz, will vote for such substitute nominee.

Vote Required

A plurality of votes cast will be required to elect each director nominee (that is the nominees for our directors who receive the most votes will be elected). For purposes of electing directors, not voting, withholding your vote by voting “abstain” or a broker non-vote is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH NAMED DIRECTOR NOMINEE.

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General Information About the Board of Directors

Our Bylaws provide that our business and affairs will be managed by, or under the direction of, our Board of Directors. Set forth below is biographical information for the director nominee as of the date of this Proxy Statement, and the qualifications that led our Board of Directors to conclude that such person should serve as a director.

Andrew Simpson

Age: 57

Professional Background:

Andrew Simpson has served as our President and Chief Executive Officer since March 2022 and as Chairman of the Board since June 2013. He has been a director of our Company since July 2012 and brings more than 30 years of senior leadership experience across public and private companies.

Mr. Simpson previously served as Group Chief Executive Officer of The Peel Group, a large UK-based private enterprise with approximately $8 billion in assets spanning real estate, infrastructure, energy, and related sectors. He also served on the main board of Speedy Hire plc during its growth into the FTSE 250, where he led a major operating division and oversaw strategic expansion, including multiple acquisitions and divestitures.

He qualified as a Chartered Accountant with Price Waterhouse and spent eight years in investment banking at Rothschild, advising on mergers and acquisitions and capital markets transactions.

Mr. Simpson holds a First Class Honours degree in Accounting and Management Control from Sheffield Hallam University (UK).

Board Membership Qualifications: Our Board of Directors has concluded that Mr. Simpson is well-qualified to serve on our Board of Directors and has the requisite qualifications, skills and perspectives based on, among other factors, him being our Chief Executive Officer and his extensive business, investment banking, capital markets, merger and acquisition transactions and public company experience.

Board Meetings

Our Board of Directors both met in person and/or via telephone/video conference and acted by unanimous written consent during our fiscal year ended April 30, 2025. Our Board of Directors held six meetings and otherwise took action by written consent during the fiscal year ending April 30, 2025 (the “2025 fiscal year”). During the fiscal year ending April 30, 2025, greater than 90% of the incumbent directors attended both meetings of the Board of Directors and its committees on which they served. We intend to adopt a formal policy on director attendance at annual meetings of shareholders, which will state that each director is strongly encouraged to attend such meetings, whether by phone or in person, unless attendance is precluded by health or other significant personal matters.

Board Committees

Our Board of Directors has three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee, each of which is described below. Each committee operates under a written charter adopted by the Board of Directors. Our committee charters are publicly available in the “Corporate Governance” section of our investor relations/corporate governance website at https://ir.heartsciences.com/governance-documents or may be obtained upon written request to our Office Manager at our principal executive offices.

Committee members are elected by our Board of Directors, upon the Nominating and Corporate Governance Committee’s recommendations, and serve until their successors are elected or their earlier resignation or removal.

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The current composition of the Board of Directors’ committees is as follows:

Name	Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee
Andrew Simpson
Mark Hilz
Bruce Bent	☒(Chair)	☒	☒
David R. Wells	☒	☒(Chair)	☒
Brian Szymczak	☒	☒	☒(Chair)

Audit Committee

As of the end of our fiscal year ended April 30, 2025 (the “2025 fiscal year”), the Audit Committee consisted of and currently consists of Messrs. Bent, Wells and Szymczak. The Audit Committee currently consists of the same members. Board of Directors has determined that all three of the current members of the Audit Committee are independent, pursuant to Rule 5605(a)(2) of Nasdaq and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has also determined that each Audit Committee member is financially literate and that Mr. Bent qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee met three times in person and/or via telephone/video conference during our 2025 fiscal year.

As set forth in more detail in the Audit Committee Charter, the Audit Committee’s purpose is to assist the Board of Directors in its general oversight of the quality and integrity of our accounting, auditing and financial reporting and internal control practices. The specific responsibilities of the Audit Committee include:

• overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting;

• evaluating our independent registered public accounting firm’s qualifications, independence and performance;

• engaging and providing for the compensation of our independent registered public accounting firm;

• Approving the retention of our independent registered public accounting firm to perform any proposed permissible non-audit services;

• reviewing our financial statements;

• reviewing our critical accounting policies and estimates and internal controls over financial reporting; and

• discussing with management and our independent registered public accounting firm the results of the annual audit and the reviews of our quarterly financial statements.

Audit Committee meetings are attended by our Chief Executive Officer and/or Chief Financial Officer, from time to time, and other members of management, as requested by the committee. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors” included in this Proxy Statement.

Nominating and Corporate Governance Committee

As of the end of our 2025 fiscal year, the Nominating and Corporate Governance Committee consisted of and currently consists of Messrs. Bent, Wells and Szymczak. Our Board of Directors has determined that all members of the Nominating and Corporate Governance Committee are independent pursuant to Rule 5605(a)(2) of Nasdaq. During our 2025 fiscal year, our Nominating and Corporate Governance Committee acted solely by unanimous written consents of the Board of Directors. The specific responsibilities of the Nominating and Corporate Governance Committee include:

• recommending to the Board of Directors nominees for election as directors, and meets as necessary to review director and nominees for election as directors;

• recommending members for each committee of the Board of Directors;

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• overseeing corporate governance standards and compliance with applicable listing and regulatory requirements;

• developing and recommending to the Board of Directors governance principles applicable to the company; and

• overseeing the evaluation of the Board of Directors and its committees.

Compensation Committee

As of the end of our 2025 fiscal year, the Compensation Committee consisted of and currently consists of Messrs. Bent, Wells and Szymczak. Our Board of Directors has determined that all members of the Compensation Committee are independent pursuant to Rule 5605(a)(2) of Nasdaq. The Compensation Committee met one time in person and/or via telephone/video conference during our 2025 fiscal year. The specific responsibilities of the Compensation Committee include:

• reviewing and recommending policies relating to compensation and benefits of our officers directors and employees;

• reviewing key employee compensation goals, policies, plans and programs;

• reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer and other senior officers; and

• evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations.

Compensation Committee meetings are attended by our Chief Executive Officer and/or Chief Financial Officer, from time to time, and other members of management, as requested by the committee.

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DIRECTOR COMPENSATION

Only our independent board members receive compensation for their services as a director. Only our independent board members receive compensation for their services as a director. At the direction of the Compensation Committee of our Board of Directors, we are currently undertaking a process to formerly review, on a periodic basis, our Board of Directors’ compensation, including but not limited to pay for (i) each of our non-employee directors in cash, (ii) each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee additional annual cash amounts, and (iii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee additional cash amounts. This process may include retaining an expert compensation consulting firm to benchmark director compensation and provide recommendations around near and long-term compensation for our board.

On July 9, 2025, our Board of Directors approved an amendment to our 2023 Equity Incentive Plan, as amended (“Plan Amendment No. 2” and as amended, the “Plan”) to increase the maximum aggregate number of shares of our common stock, $0.001 par value per share (the “common stock”), that may be issued under the Plan to 1,000,000 shares of common stock, plus such number of shares of our common stock, which is equal to the lesser of (i) 25% of the total number of shares of all classes of our common stock and our preferred stock, $0.001 par value per share (the “Preferred Stock”), as converted to common stock, outstanding on the last day of each the immediately preceding fiscal year, and (ii) a lesser number of shares of our common stock determined by the Administrator (as defined in the Plan) (collectively, the “Evergreen Shares”). On July 9, 2025, the Compensation Committee also approved an award of 25,000 stock options (the “Director Options”) to purchase shares of common stock to each of our non-employee directors, Brian Szymczak, Bruce Brent and David R. Wells. The Director Options were issued pursuant to the Plan, have an exercise price of $4.37 per share, will vest as follows: one-fourth of the respective Director Options vested on October 9, 2025 and the remaining Director Options will vest in three equal installments thereafter on each subsequent three-month anniversary of such date.

On December 3, 2025, our Board of Directors also approved an amendment to the Plan to increase the maximum aggregate number of shares of our common stock from 1,000,000, plus the Evergreen Shares, to 1,250,000 shares of common stock plus the Evergreen Shares, including shares previously issued under the Plan (the “EIP Amendment No. 3 and together with the Plan Amendment No. 2, the “Plan Amendment”). On December 3, 2025, our Board of Directors also approved an award of 15,000 restricted stock units of our Company (“RSUs”) to each of our non-employee directors, Brian Szymczak, Bruce Brent and David R. Wells. The RSUs issued to Messrs. Szymczak, Brent and Wells (the “Director RSUs”) shall vest (i.e. restrictions lapse) subject to the satisfaction of all of the following conditions with respect to the applicable portion of the Director RSUs: (i) approval of any amendment or modification to or restatement of the Plan, which, among other things, contemplates the award of the Director RSUs; and (ii)(x) one-half of the Director RSUs shall vest on the one-year anniversary of the grant date (the “Initial Vesting Date”), and (y) thereafter, one-eighth of the Director RSUs shall vest on each subsequent quarterly anniversary of the Initial Vesting Date (each an “Additional Initial Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of these shares shall fully vest on the two-year anniversary of the grant date, in each case provided that such person is continuously serving on our Board of Directors through each applicable Vesting Date (except as otherwise provided herein). 100% of the Director RSUs shall vest (x) in the event of a Change of Control (as defined in the Plan), with such vesting effective immediately before the consummation of such event, or (y) if the Company achieves $250,000 or more of revenue in any fiscal quarter ending after November 28, 2025.

At the direction of the Compensation Committee of our Board of Directors, we are currently undertaking a process to formerly review, on a periodic basis, our Board of Directors’ compensation, including but not limited to pay for (i) each of our non-employee directors in cash, (ii) each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee additional annual cash amounts, and (iii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee additional cash amounts. This process may include retaining an expert compensation consulting firm to benchmark director compensation and provide recommendations around near and long-term compensation for our board.

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2025 Director Compensation Table

The following table sets forth a summary of compensation for our 2025 fiscal year that we paid to our non-employee director. We do not sponsor a non-equity incentive plan or a non-qualified deferred compensation plan for our directors; therefore, these columns have been omitted from the following table.

Name	Fees Earned or Paid in Cash ($)(1)	Option Awards ($)(2)	Total ($)(3)
Bruce Bent	60,000	15,512	75,512
Brian Szymczak	57,500	15,512	73,012
David R. Wells	57,500	15,512	73,012

____________

(1) This column represents the amounts paid in cash to each director which was paid or accrued in our 2025 fiscal year.

(2) The amounts in this column reflect the aggregate grant date fair value of stock options granted in our 2025 fiscal year to each director calculated in accordance with FASB ASC Topic 718. See Note 6 Stock-based Compensation to our financial statements included in our 2025 Annual Report for a discussion of all assumptions made in the calculation of these amounts.

(3) The dollar value in this column for each director represents the sum of all compensation reflected in the previous columns.

The following table shows outstanding vested and unvested option awards (represented by the number of shares of our common stock such awards entitle the holder to purchase) held by our directors as of April 30, 2025:

Name	Vested Option Awards	Unvested Option Awards	Total Awards
Bruce Bent	4,019	3,000	7,019
Brian Szymczak	3,716	3,000	6,716
David R. Wells	3,500	3,000	6,500

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding beneficial ownership of our common stock and Series C Preferred Stock as of the Record Date by:

• each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding common stock or Series C Preferred Stock;

• each of our directors and executive officers; and

• all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares of capital stock indicated. Shares of capital stock that are issuable upon (i) the conversion of Series C Preferred Stock or (ii) the exercise of options or warrants exercisable within 60 days after the Record Date, are deemed outstanding for the purpose of computing the percentage ownership of the person holding such Series C Preferred Stock, options or warrants, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person

We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of our Company at a subsequent date. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise noted below, each beneficial owner’s address is c/o HeartSciences Inc., 550 Reserve Street, Suite 360, Southlake, Texas 76092.

The percentage of beneficial ownership in the table below is based on 3,184,700 shares of our common stock, 380,440 shares of Series C Preferred Stock, and 536,274 shares of Series D Preferred Stock outstanding as of the Record Date.

Name of Beneficial Owner	Beneficial Ownership
	Number of Shares(1)		Percentages(2)
	Common Stock	Series C Preferred Stock	Common Stock		Series C Preferred Stock		Combined Voting Power(3)
Holders of 5% or more of each class of our securities:
Front Range Ventures, LLC(4)	115,310	148,213	3.5	%	39.0	%	2.8	%

Directors and executive officers:
Andrew Simpson, President, CEO, and Chairman(5)	87,867	6,117	2.7	%	*		2.2	%
Mark Hilz, Coo & Secretary(6)	10,417	2,080	*		*		*
Danielle Watson, CFO & Treasurer(7)	1,783	—	*		—		*
Bruce Bent, Director(8)	19,036	—	*		—		*
Brian Szymczak, Director(9)	19,524	400	*		*		*
David R. Wells, Director(10)	19,000	—	*		—		*
All directors and executive officers as a group (6 persons):	157,627	8,597	4.9	%	2.3	%	3.9	%

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* Less than 1%.

(1) For each person named in the table, the total number of shares of capital stock beneficially owned by such person to the best knowledge of the Company, is listed opposite of such person’s name.

(2) For each person named in the table, the shares of capital stock indicated opposite such person’s name represents the percentage of the total number of the shares of capital stock beneficially owned by such person as a percentage of the shares of our outstanding capital stock indicated as a class.

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(3) For each person named in the table, the voting percentage indicated opposite of such person’s name under the column “Combined Voting Power” represents the combined voting percentage of all shares of our common stock and all of our Series C Preferred Stock, on an as converted basis, owned by such person.

(4) Front Range Ventures, LLC’s (“FRV”) sole member is the L. Lee Stryker Irrevocable Trust U/A/D 09/10/1974. Bohemian Asset Management, Inc. who has voting and dispositive power with respect to the shares of our common stock on behalf of the L. Lee Stryker Irrevocable Trust U/A/D 09/10/1974. Includes (i) 114,158 shares of our common stock issuable upon conversion of 148,213 shares of our Series C Preferred Stock; and (ii) 1,076 shares of our common stock issuable upon exercise of $1M Lender Warrants.

(5) Includes (i) 4,711 shares of our common stock issuable upon conversion of 6,117 shares of Series C Preferred Stock; (ii) 1 share of our common stock issuable upon exercise of $1.5M Lender Warrants; (iii) 70,000 shares of unvested restricted common stock which were issued as compensation for services rendered to the Company as its Chairman of the Board of Directors, and (iv) options to purchase 8,773 shares of our common stock, which were issued as compensation for services rendered to the Company as its Chairman of the Board of Directors.

(6) Includes (i) 1,602 shares of our common stock issuable upon conversion of 2,080 shares of Series C Preferred Stock; (ii) 1 share of our common stock issuable upon exercise of $1.5M Lender Warrants; and (iii) options to purchase 8,773 shares of our common stock issued as compensation for services as an officer of the Company.

(7) Includes options to purchase 1,783 shares of our common stock issued as compensation for services as an officer of the Company.

(8) Includes (i) 17 shares of our common stock held by Mr. Bent’s spouse and (ii) 19,019 shares of our common stock issuable upon exercise of options issued as compensation for services rendered to the Company.

(9) Includes (i) 308 shares of our common stock issuable upon conversion of 400 shares of Series C Preferred Stock held jointly with Mr. Szymczak’s spouse; (ii) 1 share of our common stock issuable upon exercise of $1.5M Lender Warrants; and (iii) 19,154 shares of our common stock issuable upon exercise of options issued as compensation for services rendered to the Company.

(10) Includes 19,000 shares of our common stock issuable upon exercise of options issued as compensation for services rendered to the Company.

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EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding our current executive officers and directors as of the Record Date:

Name	Age	Position
Executive Officers
Andrew Simpson	57	President, Chief Executive Officer and Chairman of the Board of Directors
Mark Hilz	67	Chief Operating Officer, Secretary and Director
Danielle Watson	43	Chief Financial Officer and Treasurer
Non-Executive Officers
Bruce Bent*	70	Director
David R. Wells*	63

SEC Form DEF 14A filed by HeartSciences Inc.