HeartSciences 再提交 DEFA14A：仍是 Fortitude（Zcash 挖矿）全股票合并案的程序性征集补充材料，无新增事实

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DEFA14A
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ea0309332-defa14a_heart.htm
DEFINITIVE ADDITIONAL MATERIALS
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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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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):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Explanatory Note
This filing contains certain communications made in connection with
the Proposed Transaction (as defined below) including a social media post published by a certain executive officer of Digital Currency
Group, Inc. (“DCG”).
Fortitude Mining Holdings, Inc. (“Fortitude”), a vertically-integrated
digital asset mining platform anchored in Zcash, and HeartSciences Inc. (“HeartSciences”) (Nasdaq: HSCS), an AI-powered medical
technology company, have entered into a definitive merger agreement to combine in an all-stock transaction (the “Proposed Transaction”).
The following is important information that should be read together with communications included herein.
Additional Information About the Proposed Transaction and Where
to Find It
Communications related to each of Fortitude and HeartSciences, their
respective businesses and the Proposed Transaction may be deemed solicitation material in respect of the Proposed Transaction. In connection
with the Proposed Transaction, on October 19, 2026, HeartSciences filed a definitive proxy statement on Schedule 14A (the “Definitive
Proxy Statement”) with the U.S. Securities and Exchange Commission (“SEC”), and may file additional relevant materials
with the SEC from time to time. HeartSciences will mail the Definitive Proxy Statement and a proxy card to each shareholder entitled to
vote at the special meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION
THAT HEARTSCIENCES HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES
AND THE PROPOSED TRANSACTION.COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED
TRANSACTION AND RELATED MATTERS ARE NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF
SUCH MATTERS. The Definitive Proxy Statement, the preliminary proxy statement and other relevant materials in connection with the Proposed
Transaction (when they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge
at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with
the SEC or by sending a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com.
Cautionary Note Regarding Forward-Looking Information
Communications may contain forward-looking statements concerning HeartSciences,
Fortitude and the Proposed Transaction and other matters. These forward-looking statements generally can be identified by the use of words
such as “aim,” “anticipate,” “expect,” “design,” “plan,” “will,”
“would,” “believe,” “estimate,” “goal,” "intend," and other words of similar
meaning, but the absence of these words does not mean that a statement is not forward-looking. All statements contained in such communication
that do not relate to matters of historical fact should be considered forward-looking statements.
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These forward-looking statements are based on management’s current
expectations and assumptions as of the date of such communication and are subject to a number of known and unknown risks, uncertainties,
and other factors that could cause actual results to differ materially from those expressed or implied by such statements, which
may include, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated timeline
or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite approval
of the HeartSciences shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences or
Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company;
risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies;
and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional
factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in such
communications are discussed in the Definitive Proxy Statement, the preliminary proxy statement, HeartSciences’ 2026 Annual Report
on Form 10-K, filed with the SEC on July 23, 2026, HeartSciences’ Quarterly Report on Form 10-Q for the fiscal quarter ended July
31, 2026, filed with the SEC on September 14, 2026, and other HeartSciences’ reports filed with the SEC from time to time. Readers
are cautioned not to place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by applicable law. Any forward-looking statements made in such communications are made as of the date of the communication.
Participants in the Solicitation
HeartSciences and Fortitude, their respective directors and executive
officers, and certain executive officers of DCG may be deemed to be participants in the solicitation of proxies from HeartSciences’
shareholders with respect to the Proposed Transaction. Information regarding the identity of the potential participants, and their direct
or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set forth in the Definitive Proxy Statement and
other materials that have been or may be filed with the SEC in connection with the Proposed Transaction.
In the ordinary course of business, Fortitude currently sells or otherwise
monetizes all the digital assets that it mines, including ZEC. In addition, Fortitude and its affiliates and subsidiaries, including DCG,
from time to time sell, pledge or otherwise monetize their digital asset holdings, including ZEC. The funds received from such sales,
pledges, or other monetization activities are used to fund operating expenses and capital investments, as well as for other purposes,
including to hedge exposures and realize investment gains.
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