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NewsRegulatory · HSCS

HSCS in focus: Nasdaq flags $2.5M equity floor breach at HeartSciences

A Nasdaq compliance notice, filed under Item 3.01 of an 8-K on August 4, 2026, puts HeartSciences Inc. (HSCS) in focus after Nasdaq's Listing Qualifications Department flagged a breach of Rule 5550(b)(1), which sets a $2,500,000 minimum stockholders' equity threshold for Nasdaq Capital Market issuers. HeartSciences reported stockholders' equity of $226,060 in its Annual Report on Form 10-K for the fiscal year ended April 30, 2026. The next confirmable milestone: a compliance plan due to Nasdaq by September 18, 2026.

By Desmond ChoiNewsroomAugust 9, 20262 min readHSCS
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Key takeaways

  • Nasdaq's Listing Qualifications Department notified HeartSciences (HSCS) on August 4, 2026 that its $226,060 in stockholders' equity breaches the $2,500,000 minimum required under Rule 5550(b)(1).
  • HeartSciences also failed the alternative compliance paths of market value of listed securities and net income from continuing operations.
  • The company must submit a remediation plan to Nasdaq by September 18, 2026, which is 45 calendar days from the notice date.
  • If Nasdaq accepts the plan, HeartSciences could receive an extension through January 31, 2027 (180 days from the notice) to evidence compliance.
  • HeartSciences intends to base its compliance plan on a pending all-stock merger with Fortitude Mining Holdings, Inc., a Zcash-anchored digital asset mining platform, agreed on June 23, 2026.

A Nasdaq compliance notice, filed under Item 3.01 of an 8-K on August 4, 2026, puts HeartSciences Inc. (HSCS) in focus after Nasdaq's Listing Qualifications Department flagged a breach of Rule 5550(b)(1), which sets a $2,500,000 minimum stockholders' equity threshold for Nasdaq Capital Market issuers. HeartSciences reported stockholders' equity of $226,060 in its Annual Report on Form 10-K for the fiscal year ended April 30, 2026. The next confirmable milestone: a compliance plan due to Nasdaq by September 18, 2026.

The equity shortfall

The company's reported stockholders' equity of $226,060 sits well below the $2,500,000 floor. Nasdaq's Listing Qualifications Department confirmed that, as of August 4, 2026, HeartSciences also failed to meet the alternative compliance paths through market value of listed securities or net income from continuing operations. The letter carries no immediate suspension: common stock (HSCS) and public warrants (HSCSW) continue to trade on Nasdaq, subject to compliance with other continued listing requirements.

The compliance calendar

HeartSciences has 45 calendar days from August 4, 2026, to submit a remediation plan to Nasdaq. Short window. If Nasdaq accepts the plan, the company could receive an extension through January 31, 2027, which represents 180 calendar days from the notice date, to evidence compliance. The company has said it intends to anchor the plan on a pending merger transaction. The filing states there is no assurance Nasdaq staff will accept the plan, and no assurance the company can demonstrate compliance within any granted extension period.

The Fortitude merger as a compliance path

On June 23, 2026, HeartSciences entered a definitive merger agreement with Fortitude Mining Holdings, Inc., a vertically-integrated digital asset mining platform anchored in Zcash, structured as an all-stock transaction. A preliminary proxy statement on Schedule 14A has already been filed with the Securities and Exchange Commission. If Nasdaq rejects the compliance plan, or if a granted extension lapses without resolution, HeartSciences retains the right to request a hearing before an independent Nasdaq panel. That hearing request would stay any suspension or delisting action pending the panel's conclusion and any additional extension period the panel may grant.

What to watch: the definitive proxy statement and Nasdaq's ruling on the compliance plan, due by September 18, 2026.

Related reading

About this story

Filed by the newsroom of MarketPR on August 9, 2026. Source: sec.gov. Indicative figures are not investment advice.

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Frequently asked

Is HeartSciences stock being delisted or suspended right now?

No, the letter carries no immediate suspension; common stock (HSCS) and public warrants (HSCSW) continue to trade on Nasdaq subject to other continued listing requirements.

What Nasdaq rule did HeartSciences violate?

It breached Rule 5550(b)(1), which requires a minimum of $2,500,000 in stockholders' equity for Nasdaq Capital Market issuers.

What is the Fortitude merger and how does it relate to compliance?

On June 23, 2026, HeartSciences signed a definitive all-stock merger agreement with Fortitude Mining Holdings, a vertically-integrated digital asset mining platform anchored in Zcash, and it intends to anchor its Nasdaq compliance plan on this pending transaction.

What happens if Nasdaq rejects the compliance plan?

HeartSciences can request a hearing before an independent Nasdaq panel, which would stay any suspension or delisting action pending the panel's conclusion and any additional extension it may grant.