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HeartSciences Inc.

For the period ended Apr 30, 2026. Filed Jul 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Jul 23, 2026

HSCS$2.40-11.6%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

a)List of the following documents filed as a part of the report:
•Balance Sheets as of April 30, 2026 and 2025
•Statements of Operations for the years ended April 30, 2026 and 2025
•Statement of Stockholders’ Equity for the years ended April 30, 2026 and 2025
•Statements of Cash Flows for the years ended April 30, 2026 and 2025
•Notes to the Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted since they are either not applicable or the information is contained elsewhere in this Annual Report.
b)Exhibits
Exhibit NumberExhibit Description
1.1Underwriting Agreement dated June 15, 2022 by and between the Company and The Benchmark Company, LLC (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on June 15, 2022)
1.2Equity Distribution Agreement, dated as of September 18, 2023 by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form S-3, filed with the SEC on September 18, 2023)
1.3Amendment No. 1 to Equity Distribution Agreement dated November 9, 2023 by and between the Company and Maxim Group LLC (incorporated by referred to Exhibit 1.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 13, 2023)
1.4Amendment No. 2 to Equity Distribution Agreement dated November 17, 2023 by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.3 to the Company's Current Report on Form 8-K filed with the SEC on November 17, 2023)
1.5Amendment No. 3 to Equity Distribution Agreement dated August 3, 2025 by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.4 to the Company's Current Report on Form 8-K, filed with the SEC on August 4, 2025.
1.6Engagement Agreement, dated as of October 17, 2024, by and between the Company and Digital Offering, LLC (incorporated by reference to Exhibit 1.1 to the Company's Offering Statement on Form 1-A/A, filed with the SEC on March 3, 2025)
1.7Form of Selling Agency Agreement with Digital Offering, by and between the Company and Digital Offering, LLC (incorporated by reference to Exhibit 1.2 to the Company's Offering Statement on Form 1-A/A, filed with the SEC on March 3, 2025)
1.8First Amendment to Selling Agency Agreement with Digital Offering, by and between the Company and Digital Offering, LLC dated March 10, 2025 (incorporated by reference to Exhibit 56 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on March 13, 2025)
2.1+Merger Agreement, dated June 23, 2026, by and among the Company, Fortitude Mining Holdings, Inc., Fortitude Mining HoldCo, LLC and Cordis Acquisition, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 23, 2026)
3.1Amended and Restated Certificate of Formation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, filed with the SEC May 17, 2022)
3.2Certificate of Designations, Number, Voting Power, Preferences and Rights of Series C Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
3.3Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
3.4Third Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on July 1, 2025)
3.5Form of Certificate of Amendment to Amended and Restated Certificate of Formation of the Company (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Company's Registration Statement on Form S-1, filed with the SEC on June 6, 2022)
3.6Certificate of Amendment to Amended and Restated Certificate of Formation of the Company as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 23, 2022)
3.7Certificate of Amendment to the Amended and Restated Certificate of Formation, dated as of May 6, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 6, 2024)
3.8Certificate of Amendment to the Amended and Restated Certificate of Formation of the Company, dated as of October 10, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 18, 2024)
3.9Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 28, 2025)
4.1Form of Registration Rights Agreement by and between the Company and Buyers listed as signatories thereto, dated December 22, 2021 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
4.2Form of Bridge Warrant (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
4.3Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form S-1 filed May 17, 2022)
4.4Form of $1M Lender Warrant and $1.5M Lender Warrant (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
4.5Form of Investor Warrant (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
4.6Representative’s Warrant Agreement issued June 17, 2022 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 23, 2022)
4.7Warrant Agent Agreement dated June 17, 2022 by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the SEC on June 23, 2022)
4.8Form of Certificated Warrant (incorporated by reference to Exhibit 4.10 to Amendment No. 2 to the Company's Registration Statement on Form S-1, filed with the SEC on June 10, 2022)
4.9Amendment No. 1 to Bridge Warrants dated September 8, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2022)
4.10Form of Amendment No. 2 to Bridge Warrants dated February 3, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2022)
4.11Form of Amended and Restated Warrant to Purchase Common Stock, as amended through February 3, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2023)
4.12Form of Pre-Funded Warrant, issued pursuant to Amendment No. 2 to Warrants to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K/A, filed with the SEC on March 14, 2023)
4.13Form of Warrant to Purchase Common Stock dated September 7, 2023 (incorporated by reference to Exhibit 4.1 the Company's Current Report on Form 8-K, filed with the SEC on September 7, 2023)
4.14Form of Pre-Funded Purchase Warrant dated as of September 20, 2023 (incorporated by reference to Exhibit 4.1 the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
4.15Form of Common Stock Warrant dated September 20, 2023 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
4.16Form of Common Warrant (incorporated by reference to Exhibit 3.17 to the Company's Offering Statement on Form 1-A/A, filed with the SEC on March 3, 2025)
4.17Form of Selling Agent's Warrant (incorporated by reference to Exhibit 3.18 to the Company's Offering Statement on Form 1-A/A, filed with the SEC on March 3, 2025)
4.18Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Company's Offering Statement on Form 1-A/A, filed with the SEC on March 3, 2025)
4.19Form of Escrow Agreement (incorporated by reference to Exhibit 8.1 to the Company's Offering Statement on Form 1-A/A, filed with the SEC on March 3, 20225)
4.20*Description of Securities
10.1MyoVista Technology Agreement, by and between the Company and Guangren “Gary” Chen, dated December 31, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.2First Amendment of MyoVista Technology Agreement by and between the Company and Guangren “Gary” Chen, dated March 13, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.3Master Assignment by and between the Company and Guangren “Gary” Chen, dated January 1, 2014 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.4Security Agreement and Pledge by and between the Company and Guangren “Gary” Chen, dated March 14, 2014 (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.5Evaluation, Option and License Agreement by and between the Company and The University Court of The University of Glasgow, dated June 2, 2015 (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.6Exercise of Option Agreement by and between the Company and The University Court of The University of Glasgow, dated December 23, 2015 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.7$130K Note by and between the Company and Front Range Ventures, LLC, dated August 12, 2019 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.8$1M Loan and Security Agreement by and among the Company and Front Range Ventures, LLC and John Q. Adams, Sr., dated April 24, 2020 (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.9Amendment No. 1 to the $1M Loan and Security Agreement, dated September 30, 2021 (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.10Amendment No. 2 to the $1M Loan and Security Agreement, dated November 3, 2021 (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.11Form of $1.5M Note (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.12Form of Amendment No. 1 to the Form of $1.5M Note by and among the Company and the Requisite Noteholders, dated November 2, 2021 (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.13Form of Securities Purchase Agreement by and between the Company and Purchasers listed as signatories thereto, dated December 22, 2021 (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.14Form of Bridge Note (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.15FRV Side Letter by and between the Company and Front Range Ventures, LLC, dated April 10, 2019 (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to the Company's Registration Statement on Form S-1, filed with the SEC on June 6, 2022)
10.16†Employment Agreement by and between the Company and Andrew Simpson, dated April 5, 2022 (incorporated by reference to Exhibit 10.18 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.17Form of Amendment No. 3 to the $1M Loan and Security Agreement, dated May 2022 (incorporated by reference to Exhibit 10.19 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.18Form of Amendment No. 2 to the Form of $1.5M Note by and among the Company and the Requisite Noteholders, dated May 2022 (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.19†Form of Time-Based Vesting Nonstatutory Stock Option Agreement of the Company (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.20†Form of Performance-Based Vesting Nonstatutory Stock Option Agreement of the Company (incorporated by reference to Exhibit 10.22 to the Company's Registration Statement on Form S-1, filed with the SEC on May 17, 2022)
10.21Amendment No. 4 to the $1M Loan and Security Agreement, dated January 24, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2023)
10.22Purchase Agreement, dated as of March 10, 2023, by and between the Company and Lincoln Park (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 10, 2023)
10.23Registration Rights Agreement, dated as of March 10, 2023, by and between the Company and Lincoln Park (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 13, 2023)
10.24†Heart Test Laboratories, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 16, 2023)
10.25†Form of the Company’s Incentive Stock Option Agreement under the Company’s 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 23, 2023)
10.26†Form of the Company’s Non-Qualified Stock Option Agreement under the Company’s 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 23, 2023)
10.27†Amendment No. 1 to the Heart Test Laboratories, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-8, filed with the SEC on February 26, 2024)
10.28†Amendment No. 2 to the HeartSciences Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.1 on our Current Report on Form 8-K, filed with the SEC on July 14, 2025)
10.29Amendment No. 2 License Agreement by and between the Company and The University Court of The University of Glasgow, dated March 31, 2023 (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K, filed with the SEC on July 19, 2023)
10.30Senior Unsecured Promissory Drawdown Loan Note by and among Heart Test Laboratories, Inc., and Matthews Southwest Holdings, Inc., dated September 6, 2023 and executed on September 7, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 7, 2023)
10.31Securities Purchase Agreement, dated as of September 20, 2023, by and between the Company and Icahn School of Medicine at Mount Sinai (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.32License: Pulmonary Embolism Detection From the Electrocardiogram Using Deep Learning (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.33License: Deep Learning Algorithm to Predict PVC-Related Cardiomyopathy (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.34License: Deep Learning on ECGs to Derive Left and Right Ventricular Function (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.35License: Prediction of right ventricular size and systolic function from the 12-lead ECG (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.36License: Deep learning for electrocardiograms to identify left heart valvular dysfunction – aortic stenosis (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.37License: Deep learning for electrocardiograms to identify left heart valvular dysfunction – mitral regurgitation (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.38License: HeartBEiT: Vision Transformers improve diagnostic performance for electrocardiograms (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.39License: Derivation of low Left Ventricular Ejection fraction based on a foundational vision transformer (HeartBEiT) (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.40License: Diagnosis of Hypertrophic Cardiomyopathy using a model derived from a foundational vision transformer (HeartBEiT) (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.41License: Diagnosis of STEMI using a model derived from a foundational vision transformer (HeartBEiT) (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.42License: Electrocardiogram Deep Learning Interpretability Toolbox (incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2023)
10.43Amendment No. 5 to the $1M Loan and Security Agreement, dated September 29, 2023 (incorporated by reference to Exhibit 10.45 to the Company's Registration Statement on Form S-1 filed October 16, 2023)
10.44Warrant Amendment, dated November 16, 2023, by and between the Company and Matthews Southwest Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on November 17, 2023)
10.45Warrant Amendment, dated November 16, 2023, by and between the Company and John Q. Adams (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the SEC on November 17, 2023)
10.46†Employment Agreement by and between the Company and Danielle Watson, dated October 15, 2021 (incorporated by reference to Exhibit 10.19 to the Company's Registration Statement on Form S-1, filed with the SEC on October 16, 2023)
10.47Amendment No. 6 to Loan and Security Agreement, by and between the Company and Front Range Ventures LLC dated August 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on August 19, 2024)
10.48No. 2 Amended and Restated Secured Promissory Note, by and between the Company and Front Range Ventures LLC dated August 19, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on August 19, 2024)
10.49Note Purchase Agreement, by and between the Company and Streeterville Capital, LLC dated September 6, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 10, 2024)
10.50Purchase Note dated September 6, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on September 10, 2024)
10.51Amendment No. 7 to Loan and Security Agreement by and between HeartSciences Inc. and Front Range Ventures LLC dated September 26, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed with the SEC on September 26, 2025)
10.52No. 3 Amended and Restated Secured Promissory Note by and between HeartSciences Inc. and Front Range Ventures LLC dated September 26, 2025 (incorporated by reference to Exhibit 10.2 to the Company's Report on Form 8-K, filed with the SEC on September 26, 2025)
10.53Amendment No. 3 to the HeartSciences Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 28, 2025)
10.54Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on December 16, 2025)
10.55Note Purchase Agreement, by and between the Company and Streeterville Capital, LLC dated January 13, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 13, 2026)
10.56Promissory Note dated January 13, 2026 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on January 13, 2026
10.57Amendment dated March 11, 2026 to Promissory Note dated September 6, 2024 issued by the Company to Streeterville Capital, LLC (incorporated by reference to Exhibit 10.57 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on March 16, 2026
10.58†Amendment No. 1 to the Employment Agreement, dated as of June 22, 2026, by and between the Company and Andrew Simpson (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 26, 2026)
10.59†Notice of Grant and Restricted Stock Award Agreement, dated as of June 22, 2026, by and between HeartSciences and Andrew Simpson (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on June 26, 2026
10.60Form of Support Agreement between the Company and the parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 23, 2026)
10.61†Amendment No. 1 to Employment Agreement, dated as of July 7, 2026, by and between the Company and Danielle Watson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 10, 2026)
10.62†Restricted Stock Units Grant Notice and Restricted Stock Units Agreement, dated as of July 7, 2026, by and between the Company and Danielle Watson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 10, 2026)
19.1*Insider Trading Policy
21.1*List of Subsidiaries of the Company
23.1*Consent of Haskell & White LLP
24.1*Power of Attorney (included on signature pages of this report)
31.1*Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1HeartSciences Inc. Compensation Recovery Policy
101.INS*Inline XBRL Instance Document
101.SCH*Inline XBRL Taxonomy Extension Schema
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith ** Furnished herewith
† Management contract or compensatory plan or arrangement
+ Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
ContentsView on SEC.gov

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