Zcash‑Focused Miner Acquires 9.4% Stake in HeartSciences Amid Merger Uncertainty

Fortitude Mining, the Zcash‑focused subsidiary of Digital Currency Group, purchased a 9.4% stake in Nasdaq‑listed HeartSciences for roughly $1 million, providing the merger partner with operating‑capital while awaiting shareholder approval.

The August 12 private placement comprised 411,522 HeartSciences common shares priced at $2.43 each. A beneficial‑ownership filing showed Fortitude’s cash outlay totaled $999,998.46, giving it a post‑placement stake of about 9.4%.

HeartSciences noted that the price represented a 22 % premium over its closing share price on the transaction date. The company said it would apply the net proceeds to cover operating expenses ahead of the proposed combination, characterizing the deal as a cash equity placement rather than a loan.

The investment leaves the exchange ratio unchanged, and Fortitude’s existing equity holders will not receive additional shares in the merger for the $1 million infusion, according to an SEC filing.

By acquiring ordinary shares, Fortitude gains a direct equity position in HeartSciences prior to the shareholder vote on the combination. Since the placement falls outside the exchange‑ratio calculation, the cash purchase adds to HeartSciences’ equity without raising the merger consideration owed to Fortitude’s current owners.

According to HeartSciences’ preliminary proxy, the proposed structure would allocate roughly 95 % of the combined company’s voting power to DCG, while existing HeartSciences shareholders would retain about 5 % of voting and economic interests, pending final capitalization and exchange‑ratio details.

As of August 20, the preliminary proxy still showed blank entries for the special meeting and record date, and subsequent placement documents continued to note that shareholder approval remained pending. The companies anticipate closing the transaction in the second half of 2026, although this timeframe remains provisional.

The proxy cautions that, should the merger collapse, HeartSciences might face limited capacity to sustain operations and could be forced to pursue another strategic transaction. If no suitable alternative emerges, liquidation could follow, with no guarantee that any cash would be left for shareholders.

Fortitude reported adjusted EBITDA of $8.5 million, a non‑GAAP metric, whereas its GAAP statements reflected a net loss of $9.5 million, which incorporated a $10.3 million impairment of mining equipment. Adjusted EBITDA excludes certain expenses that are still captured in the GAAP loss.

For HeartSciences shareholders, the forthcoming definitive proxy—which will establish the vote date—represents the next material development. In the interim, Fortitude’s equity infusion bolsters the target’s operations, though it does not eliminate the risks associated with obtaining approval or executing the merger.

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