The ATM program remains active and the company is actively selling into the market. With a pending merger and limited public float, continued ATM sales will pressure the stock. Monitor the definitive proxy filing and shareholder vote timeline for the Fortitude merger, which could change the equity story entirely.
Price Chart
Executive Summary
HeartSciences filed a 424B5 prospectus supplement to increase the maximum amount of common stock it can sell under its existing at-the-market (ATM) equity distribution agreement with Maxim Group LLC by $4.16 million, bringing the total potential aggregate offering to $18.9 million (of which ~$14.1 million has already been sold). The filing is a routine shelf takedown amendment driven by Form S-3 General Instruction I.B.6 public float limitations, and it occurs alongside a pending merger with Fortitude Mining Holdings expected to close in Q4 2026.
Key Facts
- HeartSciences filed Prospectus Supplement No. 4 to its ATM offering, registering up to $4,161,139 in common stock for sale through Maxim Group LLC.
- As of October 6, 2026, 1,529,287 shares had already been sold under the EDA for aggregate proceeds of approximately $14.1 million.
- The total potential aggregate offering under the EDA is now up to $18,898,747 (including prior sales).
- The company's public float was $23,159,765 as of October 6, 2026, limiting new primary sales to one-third of that amount per I.B.6.
- HeartSciences has a pending merger with Fortitude Mining Holdings, expected to close in Q4 2026, subject to shareholder approval.
- The stock closed at $3.77 per share on October 6, 2026, with warrants at $0.06.
Financial Impact
Up to $4.16 million in additional dilution from new ATM sales, on top of $14.1 million already sold. At the current $3.77 share price, this represents roughly 1.1 million new shares, or ~25% dilution relative to the 4.45 million non-affiliate float.
Risk Factors
- Continued ATM sales will dilute existing shareholders, particularly given the small public float.
- The pending merger with Fortitude Mining introduces execution risk and potential shareholder opposition.
- The company's small market cap and low stock price make it vulnerable to further selling pressure from the ATM facility.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001213900-26-108553 |
| Document: 0001213900-26-108553-index-headers.html | 0001213900-26-108553 |
| Document: 0001213900-26-108553-index.html | 0001213900-26-108553 |
| Document: 0001213900-26-108553.txt | 0001213900-26-108553 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | DEFA14A | — | awaiting T+1 | — | — |
Oct 26, 2026 today | DEFA14A | — | awaiting T+1 | — | — |
Oct 23, 2026 2d ago | SC 13D/A | $3.41 | awaiting T+1 | — | $3.18 (−6.74%) |
Oct 21, 2026 5d ago | DEFA14A | $3.17 $3.14 | ▼ −0.95% | ▼ −0.42% | $3.18 (+0.32%) |
Oct 19, 2026 7d ago | DEFA14A | $3.13 $3.56 | ▲ +13.74% | ▲ +13.21% | $3.18 (+1.60%) |
Oct 19, 2026 7d ago | DEFA14A | $3.07 $3.13 | ▲ +1.95% | ▲ +1.62% | $3.18 (+3.58%) |
Oct 19, 2026 7d ago | DEFM14A | $3.07 $3.13 | ▼ −1.95% | ▼ −1.62% | $3.18 (−3.58%) |
Oct 15, 2026 11d ago | DEFA14A | $3.02 $3.07 | ▲ +1.66% | ▲ +1.23% | $3.18 (+5.30%) |
Oct 9, 2026 17d ago | 424B5 | $3.30 $3.09 | ▲ +6.36% | ▲ +6.35% | $3.18 (+3.64%) |
Oct 6, 2026 20d ago | DEFA14A | $3.49 $3.04 | ▼ −12.89% | ▼ −12.47% | $3.18 (−8.88%) |
US Market Status
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