HeartSciences Inc.

2026 Summary Compensation Table

The following table sets forth summary compensation information for our named executive officers consisting of: our President, Chief Executive Officer and Chairman of the Board of Directors and our Chief Financial Officer and Treasurer (collectively, “named executive officers”). We hadno other executive officers during Fiscal2026 and Fiscal2025. The following table includes all compensation earned by the named executive officers for the respective period, regardless of whether such amounts were actually paid during the applicable period.

Named Executive Officer Employment Agreements

Employment Agreement with Andrew Simpson

On* April 5, 2022,we entered into an employment agreement (the “Simpson Employment Agreement”) with Mr. Simpson, which automatically renews at the end of eachone*-year term unless otherwise terminated in accordance with its terms, and who currently has an annual salary of*$350,000.* If Mr. Simpson’s employment is terminated by us without “Just Cause” or by Mr. Simpson for “Constructive Termination” (each as defined in his employment agreement, subject to our right to cure), he will be entitled to termination benefits, pursuant to which we will pay Mr. Simpson certain accrued obligations and prior year bonus amounts, if any and we will continue to cover costs for Mr. Simpson’s health insurance and other benefits, if any, to which he* maybe entitled under our medical plans from the termination date through and inclusive of the lesser oftwelve* months or the period through the date on which he obtains other coverage. Mr. Simpson’s employment agreement contains covenants relating to certain restrictive covenants, such as a non-compete, a non-solicitation covenant restricting his ability to solicit employees of our Company, and the requirement that he devote his full time and attention to the business of our Company.

The Compensation Committee authorized a discretionary cash bonus of*$250,000* to Mr. Simpson contingent upon certain performance based criteria and fully vested restricted stock units in the amount of*$250,000.* The cash bonus is payable within60-days of the earlier of (i) FDA clearance of MyoVista Device (including AI algorithm) (the “FDA Device Clearance”), (ii) FDA clearance of the MyoVista Insights Cloud Platform together withfirst AI algorithm (the “FDA Cloud Platform and AI Clearance”), or upon a change of control.

On* July 9, 2025,a total of68,750* restricted stock units were granted to Mr. Simpson, which will vest immediately upon the earlier of (i) FDA Device Clearance, (ii) FDA Cloud Platform and AI Clearance, or upon a change of control. On* November 28, 2025,a total of70,000* restricted shares of Common Stock were granted to Mr. Simpson, which will vestone-third on theone-year anniversary of the grant date, andone-twelfth of the shares will vest on each subsequent quarterly anniversary of the initial vesting date such that all shares shall fully vest on thethree-year anniversary of the grant date. The shares will fully vest upon a change of control or upon the Company achieving*$250,000* or more of revenue in any fiscal quarter ending after the grant date.

In connection with the Transactions, on* June 22, 2026,the Company entered into an amendment (the “Simpson EA Amendment”) to the Simpson Employment Agreement with Mr. Simpson, to provide certain revisions to the definitions of “Just Cause” and “Constructive Termination”. In addition, effective as of the Closing, the term of the Simpson Employment Agreement will restart to commence as of the date of the Closing and will continue forone* year thereafter, with the term automatically renewing for an additionalone-year period at the end of the originalone-year term and any additionalone-year term, unless either the Company or Mr. Simpson gives written notice to the other party, at least90 days prior to the end of the applicable term, of such party’s decisionnot to renew.

In connection with the execution of the Merger Agreement and subject to the Closing, the Compensation Committee of the Board (the “Compensation Committee”) granted an award of425,000 restricted shares of Common Stock (the “Shares”) to Mr. Simpson under the2023 Equity Incentive Plan as a retention bonus in connection with the Transactions to lead the Company’s and the Merger Sub’s efforts to close the Transactions and to lead the current legacy business of the Company after the Closing, and to provide public-company, SEC-reporting and capital-markets guidance and transition support to the Company following the Closing. The Shares will be non-voting until they vest. The Shares were issued on* June 22, 2026,*before the signing of the Merger Agreement. The vesting of such restricted shares is subject to the Conditions (as defined below).

The Shares shall vest in full subject to the satisfaction of all of the following conditions (the “Conditions”): (i) occurrence of the Closing and (ii)(x)one-fourth of the Shares shall vest on thethree-month anniversary of the date of the Closing (the “Initial Vesting Date”) and (y) thereafter,one-fourth of the Shares shall vest on each subsequentthree-month 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 the Shares shall fully vest on theone-year anniversary of the date of the Closing, in each case provided that Mr. Simpson is continuously employed in any capacity by the Company or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except as provided herein). If Mr. Simpson is terminated or otherwise let go by the Company or any of its subsidiaries without Just Cause (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), if the Simpson Employment Agreement is terminated by the Company without Just Cause, or if the Simpson Employment Agreement is terminated by Mr. Simpson for Constructive Termination (as defined in the Simpson Employment Agreement, as amended by the Simpson EA Amendment), then all of the Shares shall fully vest immediately as of such date of Mr. Simpson’s termination or cessation of services or the expiration or termination of the Simpson Employment Agreement, as applicable; provided, however, that (A)no acceleration of vesting shall occur if Mr. Simpson’s employment is terminated for Just Cause or for Excessive Absence (as defined in the Simpson Employment Agreement), in which case any unvested Shares shall be forfeited and returned to the Company for cancellation, and (B) if Mr. Simpson voluntarily resigns or otherwise voluntarily departs from the Company (other than as a result of any termination of the Simpson Employment Agreement by Mr. Simpson for Constructive Termination or the expiration of the Simpson Employment Agreement), such voluntary resignation or voluntary termination shallnot be deemed to satisfy the continued-employment requirement with respect to the applicable Vesting Date and the applicable portion of the Shares shallnot vest. In addition, in the event of a Change of Control (as defined in the Simpson Employment Agreement) other than as a result of the Closing,100% of any unvested Shares shall immediately become fully vested.

The Compensation Committee also determined that all of the performance-based criteria for a discretionary cash bonus of*$250,000* previously awarded to Mr. Simpson, which is payable upon the closing of a change of control transaction involving HeartSciences, shall be fully satisfied upon the consummation of the Closing, subject to Mr. Simpson’s continued employment through the Closing. Upon the consummation of the Closing, HeartSciences will promptly pay such cash bonus to Mr. Simpson.

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Employment Agreement with Mark Hilz

On* April 5, 2022,we entered into an employment agreement with Mr. Hilz, which automatically renews at the end of eachone*-year term unless otherwise terminated in accordance with its terms, who currently has an annual salary of*$340,000.* If Mr. Hilz’s employment is terminated by us for “Just Cause” or by Mr. Hilz for “Constructive Termination” (each as defined in his employment agreement, subject to our right to cure), he will be entitled to termination benefits, pursuant to which we will pay Mr. Hilz certain accrued obligations and prior year bonus amounts, if any and we will continue to cover costs for Mr. Hilz’s health insurance and other benefits, if any, to which the he* maybe entitled under the our medical plans from the termination date through and inclusive of the lesser oftwelve* months or the period through the date on which he obtains other coverage. Mr. Hilz’s employment agreement covenants relating to certain restrictive covenants, such as a non-compete, a non-solicitation covenant restricting his ability to solicit employees of our Company, and the requirement that they devote their full time and attention to the business of our Company.

The Compensation Committee authorized a discretionary cash bonus of*$250,000* to Mr. Hilz contingent upon certain performance based criteria and fully vested restricted stock units in the amount of*$250,000.* The cash bonus is payable within60-days of the earlier of (i) FDA clearance of MyoVista Device (including AI algorithm) (the “FDA Device Clearance”), (ii) FDA clearance of the MyoVista Insights Cloud Platform together withfirst AI algorithm (the “FDA Cloud Platform and AI Clearance”), or upon a change of control.

On* July 9, 2025,a total of56,250* restricted stock units were granted to Mr. Hilz, which will vest immediately upon the earlier of (i) FDA Device Clearance, (ii) FDA Cloud Platform and AI Clearance, or upon a change of control (the* “July 2025Hilz RSUs”). On December 11, 2025,a total of45,000* restricted stock units were granted to Mr. Hilz, which will vestone-third on theone-year anniversary of the grant date, andone-twelfth of the shares will vest on each subsequent quarterly anniversary of the initial vesting date such that all shares shall fully vest on thethree-year anniversary of the grant date (the* “December 2025Hilz RSUs” and collectively with the July 2025Hilz RSUs, the “Hilz RSUs”). The December 2025Hilz RSUs will fully vest upon a change of control or upon the Company achieving$250,000* or more of revenue in any fiscal quarter ending after the grant date.

Mr. Hilz ceased being our named executive officer due to his passing on* April 1, 2026*

On* June 23, 2026,*the Company’s Board of Directors deemed that the execution of the Merger Agreement satisfied the vesting conditions of the Hilz RSUs and the Hilz RSUs subsequently passed to his estate pursuant to intestate succession.

Employment Agreement with Danielle Watson

On* October 15, 2021,we entered into an employment agreement with Ms. Watson, effective as of November 4, 2021 (the “Watson EA”), who currently has an annual salary of$205,000* and participation in the Company’s equity incentive plan, along with health insurance and other Company benefits. Ms. Watson’s employment with us constitutes “at-will” employment, and therefore is for an unspecified duration and she* mayterminate her employment at any time, for any reason, with or without cause and with or without notice. Likewise, we may*terminate her employment at any time, for any reason, with or without cause and with or without notice. Ms. Watson’s employment agreement contains certain covenants relating to restrictive covenants, such as a non-compete, a non-solicitation covenant restricting her ability to solicit employees of our Company, and the requirement that she devote her full time and attention to the business of our Company.

On* December 3, 2025,a total of15,000* restricted stock units were granted to Ms. Watson, which will vestone-third on theone-year anniversary of the grant date, andone-twelfth of the shares will vest on each subsequent quarterly anniversary of the initial vesting date such that all shares shall fully vest on thethree-year anniversary of the grant date. The shares will fully vest upon a change of control or upon the Company achieving*$250,000* or more of revenue in any fiscal quarter ending after the grant date

Effective as of* July 7, 2026,the Company entered into an amendment to the Watson EA (the “Watson EA Amendment”), to provide that if Ms. Watson’s employment is terminated by the Company without “Cause” or by Ms. Watson for “Good Reason” (each as defined in the Watson EA Amendment, subject to the Company’s right to cure), she would be entitled to (i) a severance payment equal tosix* months of her salary payable inone lump sum and (ii) acceleration of the vesting of any unvested equity awards granted to her prior to the Closing Date. Such severance payment shall be subject to Ms. Watson’s delivery to the company and timely execution and non-revocation of a standard release of claims in favor of the Company, its affiliates and their respective officers.

In addition, the Compensation Committee approved a discretionary cash bonus of*$50,000* to Ms. Watson, of which up to*$30,000* is payable after the filing by the Company of the Proxy Statement relating to the Transactions and*$20,000* of which is payable immediately upon the Closing, in each case as determined by the Company’s then current Chief Executive Officer and/or any member of the Compensation Committee in their discretion.

Effective as of* July 7, 2026,the Compensation Committee granted an award of25,000* restricted stock units of the Company (the “Watson RSUs”) to Ms. Watson under the2023 Equity Incentive Plan. The Watson RSUs shall vest in full subject to the satisfaction of all of the following conditions: (i) occurrence of the Closing and (ii)(x)one-fourth of the Watson RSUs shall vest on the Initial Vesting Date and (y) thereafter,one-fourth of the Watson RSUs shall vest on each subsequent Additional Initial Vesting Date, such that all of the Watson RSUs shall fully vest on theone-year anniversary of the date of the Closing, in each case provided that Ms. Watson is continuously employed in any capacity by the Company or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except as provided herein). If Ms. Watson is terminated by the Company or any of its subsidiaries without Cause (as defined in the Watson EA as amended by the Watson EA Amendment (the “Amended Watson EA”)) butnot including death or Disability (as defined in Amended Watson EA)) or if the Amended Watson EA is terminated by Ms. Watson for Good Reason (as defined in the Amended Watson EA), in such event all of the Watson RSUs shall fully vest immediately as of such date of her termination, cessation of services or termination of the Amended Watson EA, as applicable; provided that (A)no acceleration shall occur if Ms. Watson’s employment is terminated for Cause, in which case any unvested Watson RSUs shall be forfeited and canceled forno consideration, and (B) if Ms. Watson voluntarily resigns or otherwise voluntarily departs (other than as a result of any termination of the Amended Watson EA by Ms. Watson for Good Reason) from the Company or any of its subsidiaries (as applicable), such voluntary resignation or voluntary termination (other than as a result of any termination of the Amended Watson EA by Ms. Watson for Good Reason) shallnot be deemed to satisfy this requirement with respect to the applicable Vesting Date and the applicable portion of the Watson RSUs shallnot vest. In addition, in the event of a Change of Control (as defined in the Amended Watson EA) other than as a result of the Transactions,100% of any unvested Watson RSUs shall immediately become fully vested.

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2026 Outstanding Equity Awards at Fiscal Year End

The following table shows outstanding option awards granted to our named executive officers as of* April 30, 2026*:

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Non-Employee Director Compensation

The following table sets forth a summary of compensation for Fiscal2026 that the we paid to our non-employee director. We donot 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.

The following table shows outstanding vested and unvested option awards (represented by the number of shares of Common Stock such awards entitle the holder to purchase) held by our directors as of* April 30, 2026*:

2023 Equity Incentive Plan

On* March 15, 2023,our Board of Directors adopted the2023* Equity Incentive Plan (the “Equity Incentive Plan”), subject to shareholder approval. The Equity Incentive Plan provides for the grant of nonstatutory stock options, incentive stock options, restricted stock, restricted stock units, performance units, performance shares, and other share-based awards. All of our employees, officers and directors, as well as consultants and advisors, are eligible to receive awards under the Equity Incentive Plan. On* January 17, 2024,*the shareholders approved the Equity Incentive Plan at our annual shareholder meeting.

Pursuant to the Equity Incentive Plan, as amended on* November 27, 2023,we are authorized to issue up to85,000* shares of our Common Stock plus (i) any shares of our Common Stock subject to options that expire or otherwise terminate without having been exercised in full, are tendered to or withheld by us for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest, with the maximum number of shares of our Common Stock to be added to the Equity Incentive Plan under this clause (ii) equal to8,322 shares of our Common Stock. The number of shares of our Common Stock available for issuance under the Equity Incentive Plan will be subject to automatic increase on thefirst day of each of our fiscal years beginning with the fiscal year beginning* May 1, 2024,*so that the number of shares of our Common Stock available for issuance under the Equity Incentive Plan is equal to the least of: (i)25% of the total number of shares of all classes of our Common Stock and preferred stock as converted to our Common Stock outstanding on the last day of the immediately preceding fiscal year, and (ii) a lesser number of shares of our Common Stock determined by the administrator of the Equity Incentive Plan.

On* July 9, 2025,our Board of Directors approved an amendment to the Equity Incentive Plan to increase the maximum aggregate number of shares of our Common Stock that maybe issued under the Equity Incentive Plan to1,000,000* shares of Common Stock (the “Plan Shares Increase Amendment”). The Plan Shares Increase Amendment was approved by the Company’s shareholders at the Annual Meeting held on* April 30, 2026.*

On* December**3,* 2025, our Board of Directors approved Plan AmendmentNo. 3 to further increase the maximum aggregate number of shares of our common stock reserved for issuance under the Plan from1,000,000 shares of our common stock plus the Evergreen Shares, collectively to1,250,000 shares of our common stock plus the Evergreen Shares, including shares previously issued under the Plan, subject to stockholder approval. Such Plan amendment was approved at the annual shareholder meeting held on* April 30, 2026.*

On* June 22, 2026,in connection with the execution of the Merger Agreement, the Board approved AmendmentNo.* 4 to the2023 Equity Incentive Plan to increase the maximum aggregate number of shares of Common Stock that* maybe issued under the plan by an additional475,000* shares and the Evergreen Shares (as provided in such amendment) (the “Plan Amendment”). The Plan Amendment is subject to approval of the Company’s shareholders and shall be considered and voted upon by the Company’s shareholders as part of the Stockholder Proposals to be submitted to the Company’s shareholders in connection with Merger Agreement.

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As described below, incentive awards authorized under the Equity Incentive Plan include, but arenot limited to, incentive stock options within the meaning of Section422 of the Code. If an incentive award granted under the Equity Incentive Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the Equity Incentive Plan. Set forth below is the summary of the principal features of the Equity Incentive Plan.

Administration—* The Equity Incentive Plan is administered by our Compensation Committee or our board of directors in the absence of such a committee. Subject to the terms of the Equity Incentive Plan, the Equity Incentive Plan administrator mayselect participants to receive awards, determine fair market value of our shares, determine the types of awards and terms and conditions of awards and interpret provisions of the Equity Incentive Plan, to institute an exchange program (without stockholder approval) pursuant to which outstanding awards maybe surrendered or cancelled in exchange for awards of the same type (which mayhave lower exercise prices and different terms), awards of a different type, and/or cash (except that the Equity Incentive Plan administrator may**not,* without stockholder approval, reprice any options or pay cash or issue new options in exchange for the surrender and cancellation of outstanding options), modify awards granted under the Equity Incentive Plan, and make all other determinations deemed necessary or advisable for administering the Equity Incentive Plan.

Grants—* The Equity Incentive Plan authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance shares, performance units or other share-based rewards intended to comply with Section162*(m) of the Code and SARs, as described below:

Non-Transferability of Awards—* Unless the Equity Incentive Plan administrator provides otherwise, the Equity Incentive Plan generally doesnot* allow for the transfer of awards and only the recipient of an award* may*exercise an award during his or her lifetime.

Certain Adjustments—* In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the Equity Incentive Plan, the Equity Incentive Plan administrator will adjust the number and class of shares that may*be delivered under the Equity Incentive Plan and/or the number, class and price of shares covered by each outstanding award, and the numerical share limits set forth in the Equity Incentive Plan.

Dissolution, Liquidation—* The Equity Incentive Plan provides that in the event of a proposed dissolution or liquidation of our Company, to the extent it hasnot* been previously exercised, an award will terminate immediately prior to the consummation of such proposed action.

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Dividends or Dividend Equivalents for Performance Awards—* *Notwithstanding anything to the foregoing herein, the right to receive dividends, dividend equivalents or distributions with respect to a performance award will only be granted to a participant if and to the extent that the underlying award is earned.

Merger, Change of Control—* *The Equity Incentive Plan provides that in the event of a merger or a change of control, as defined under the Equity Incentive Plan, each outstanding award will be treated as the Equity Incentive Plan administrator determines, including, without limitation, that each award will be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation.

Duration, Amendment, and Termination—* Our Board of Directors has the power to amend, suspend or terminate the Equity Incentive Plan without stockholder approval or ratification at any time or from time to time.No change maybe made that increases the total number of shares of our Common Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders withinone* year of such change. Unless sooner terminated, the Equity Incentive Plan would terminateten years after it was adopted.

Forfeiture Provisions—* The Equity Incentive Plan administrator mayprovide by rule or regulation or in any award agreement, or maydetermine in any individual case, the circumstances in which awards shall be paid or forfeited in the event a participant ceases to be employed by us, or to provide services to us, prior to the end of a performance period, period of restriction or the exercise, vesting or settlement of such award. Except as set forth for options, generally awards will be forfeited ifnot* earned or vested upon termination, unless otherwise provided for in an award agreement.

Adjustments for Stock Dividends and Similar Events—* *The Equity Incentive Plan administrator will make appropriate adjustments in outstanding awards and the number of shares of our Common Stock available for issuance under the Equity Incentive Plan, including the individual limitations on awards, to reflect dividends, splits, extraordinary cash dividends and other similar events.