MergerJun 26, 2026, 05:26 PM
HeartSciences to Merge with Fortitude Mining Holdings
AI Summary
HeartSciences Inc. has entered into an Agreement and Plan of Merger with Fortitude Mining Holdings, Inc. and its subsidiary, Fortitude Mining HoldCo, LLC. HeartSciences' subsidiary will merge with Fortitude, making HeartSciences the sole managing member of the surviving entity. In connection with this transaction, HeartSciences' CEO and Chairman, Andrew Simpson, had his employment agreement amended, and he was granted 425,000 restricted shares as a retention bonus, which will vest over one year post-closing, subject to continuous employment. The equity award is exempt from registration.
Key Highlights
- HeartSciences entered a merger agreement with Fortitude Mining Holdings, Inc.
- HeartSciences' subsidiary, Cordis Acquisition, LLC, will merge with Fortitude Mining HoldCo, LLC.
- HeartSciences will become the sole managing member of the surviving company.
- CEO Andrew Simpson's employment agreement was amended, restarting for one year post-closing.
- Mr. Simpson was granted 425,000 restricted shares as a retention bonus.
- Shares vest over one year, with one-fourth vesting every three months post-closing, subject to employment.
- The equity award is exempt from registration under Section 4(a)(2) and/or Rule 506(b).
Price Impact
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