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HeartSciences Inc.

For the period ended Jan 31, 2026. Filed Mar 16, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jan 31, 2026 · Filed Mar 16, 2026

HSCS$2.83+6.0%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-10-31; filed 2025-12-15.

0001193125-25-319203

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 4 previous paragraphs and 6 current paragraphs.

0 unchanged; 0 reworded; 6 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

The current filing states there were no material changes to risk factors.

This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.

Current filing’s statement

For a discussion of risk factors, please refer to Item 1A of our 2025 Annual Report on Form 10-K. There have been no material changes to the risk factors contained in Item 1A of our 2025 Annual Report on Form 10-K. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition, and/or operating results
Added paragraphs (6)

Current report

For a discussion of risk factors, please refer to Item 1A of our 2025 Annual Report on Form 10-K. There have been no material changes to the risk factors contained in Item 1A of our 2025 Annual Report on Form 10-K. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition, and/or operating results

Current report

There were no sales of our equity securities sold during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

Current report

Not applicable.

Current report

Item5. Other Information.

Current report

On* March 11, 2026,the Company and Streeterville amended the$2.5M Streeterville Note to extend the maturity date to June 30, 2026.*
Removed paragraphs (4)

Previous report

We operate in a rapidly changing environment that involves a number of risks, which could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I-Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2025 (the "Annual Report"). During the six months ended October 31, 2025, there were no material changes to the risk factors that were disclosed in our Annual Report except as noted below.

Previous report

Future sales and issuances of our Common Stock or rights to purchase our Common Stock, including pursuant to our Equity Incentive Plan and other equity securities could result in dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

Previous report

We expect that significant additional capital may be needed in the future to continue our planned operations, including conducting clinical trials, commercialization efforts, expanded R&D activities and costs associated with operating a public company. To raise capital, we may sell Common Stock or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell Common Stock or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our Common Stock. As of December 12, 2025, there were 3,178,507 shares of our Common Stock outstanding. In addition, as of December 12, 2025 there were 380,440 shares of Series C Preferred Stock outstanding that, as of such date, were convertible into 290,919 shares of Common Stock, 542,467 shares of Series D Preferred Stock outstanding that, as of such date, were convertible into 542,467 shares of Common Stock and options, restricted stock units, and warrants exercisable for 2,922,204 shares of our Common Stock, of which 775,000 are reserved for issuance under the Plan, as amended and are subject to shareholder approval.

Previous report

In September 2025, we issued warrants to purchase an aggregate amount of 12,000 shares of our Common Stock at an exercise price of $3.65 per share as consideration for consulting services.