Fortitude Buys 9.4% of HeartSciences Ahead of Merger Vote

Fortitude Mining completed a private placement on Aug. 12 purchasing 411,522 HeartSciences common shares at $2.43 each, for a cash outlay shown in a beneficial ownership filing as $999,998.46. The filing puts Fortitude’s post-purchase stake at about 9.4 percent of the company.

HeartSciences’ disclosure states the per-share price represented a 22% premium to the stock’s closing price on the purchase date. The company indicated it will use the net proceeds to fund operating expenses before the proposed merger closes. The placement was structured as a cash equity sale rather than a loan.

Because the newly issued shares sit outside the merger exchange-ratio formula, the injection does not alter the exchange ratio or increase the merger consideration payable to Fortitude’s existing equity holders. Fortitude’s current equity holders will not receive additional closing shares for the private placement.

HeartSciences’ preliminary proxy shows the proposed combination would leave Digital Currency Group with roughly 95% of the combined company’s voting interests and existing HeartSciences equityholders with about 5%, subject to final capitalization and exchange-ratio mechanics. As of Aug. 20 the proxy still listed the special meeting and record date fields as blank. The companies have described a second-half 2026 closing window as a target rather than a firm date.

The proxy includes a caution that if shareholders do not approve the merger, HeartSciences may have limited ability to continue operating and could seek another strategic transaction. If no viable alternative is available, the company could liquidate and there is no assurance cash would remain for shareholders.

Fortitude Mining is a Zcash-focused miner affiliated with Digital Currency Group. In its disclosures, Fortitude reported $8.5 million of adjusted EBITDA, a non-GAAP measure, and a $9.5 million GAAP net loss that included a $10.3 million impairment on mining equipment. The adjusted EBITDA figure excludes certain expenses that are reflected in the accounting loss.

The next material filing for HeartSciences will be a definitive proxy that sets the meeting and vote dates. Until that filing and a shareholder vote, the $1 million equity injection supplies operating cash to HeartSciences but does not remove the risk that shareholders reject the merger or that closing conditions are not satisfied.