HeartSciences (NASDAQ: HSCS) issues $3.6M 12% note financing deal

Rhea-AI Filing Summary

HeartSciences Inc. entered into a Note Purchase Agreement with Streeterville Capital, LLC, issuing an unsecured promissory note for $3,605,000, which includes a $600,000 original issue discount and $5,000 of transaction expenses, for gross cash proceeds of $3,000,000. The Note carries 12% annual interest, matures 18 months after issuance, and allows Streeterville, starting six months after issuance, to require monthly redemptions of up to $405,000. If the outstanding balance has not been reduced by at least $1,250,000 by the 12‑month anniversary, the outstanding balance at that time automatically increases by 5%. The Note and related agreement include customary covenants, events of default, potential default interest up to 18% (or the legal maximum), and indemnification of Streeterville, and were issued as an unregistered private placement under Section 4(a)(2) and Rule 506.

Insights

Credit and capital structure analyst

HeartSciences adds $3.6M high-cost debt for $3M cash proceeds.

HeartSciences Inc. entered into a financing with Streeterville Capital, LLC, issuing an unsecured promissory note with a face amount of $3,605,000 for gross proceeds of $3,000,000. The difference reflects a $600,000 original issue discount plus $5,000 of reimbursed expenses, so the company receives less cash than the stated principal while owing interest on the full note amount.

The note bears a relatively high fixed rate of 12% per year and matures 18 months after its January 13, 2026 issuance. Beginning six months after issuance, Streeterville can require monthly redemptions up to $405,000, and if the company has not reduced the balance by at least $1,250,000 by the 12‑month mark, the outstanding balance automatically increases by 5%. These terms, along with higher default interest up to 18% and restrictions around fundamental transactions, make timely repayment and covenant compliance important for managing leverage.

The note was issued as an unregistered private placement under Section 4(a)(2) and Rule 506 based on Streeterville’s accredited investor status and investment intent. Future disclosures in periodic filings can show how the required redemptions and any prepayments affect liquidity and debt levels over the 18‑month term.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2026

HEARTSCIENCES INC.

(Exact name of Registrant as Specified in Its Charter)

Texas		001-41422		26-1344466
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 Reserve Street, Suite 360
Southlake, Texas		76092
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (682) 237-7781

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		HSCS		The NASDAQ Stock Market LLC
Warrants		HSCSW		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Note Purchase Agreement and Promissory Note

On January 13, 2026, HeartSciences Inc. (the “Company” entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC, an institutional investor (“Streeterville”), pursuant to which Streeterville purchased from the Company an unsecured promissory note in the amount of $3,605,000 (the “Note”), which included an original issue discount of $600,000 (the “OID”) and reimbursement of Streeterville’s transaction expenses of $5,000, for gross proceeds to the Company of $3,000,000.

The Note bears interest at a rate of 12% per annum and matures 18 months after its issuance date. From time to time, beginning six months after issuance, Streeterville may require the Company to redeem a portion of the Note, not to exceed an amount of $405,000 per month. In the event the Company has not reduced the outstanding balance under the Note by at least $1,250,000.00 by the 12-month anniversary of the Note issuance date, then the outstanding balance of the Note at such time will automatically increase by 5%. Subject to the terms and conditions set forth in the Note, the Company may prepay all or any portion of the outstanding balance of the Note at any time.

The Note Purchase Agreement and the Note contain customary agreements, affirmative and restrictive covenants, representations and warranties and customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent, subject to certain exceptions as provided in the Note. As described in the Note, upon the occurrence of certain events of default, the outstanding balance of the Note will become automatically due and payable. Additionally, upon an event of default described in the Note (i.e., the failure to pay amounts under the Note when due or to observe any covenant under the Note Purchase Agreement), the outstanding balance of the Note automatically increases to the lesser of 18% or the maximum rate permitted by law.

The Note Purchase Agreement provides for indemnification of Streeterville and its affiliates in the event that they incur loss or damage related to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Note Purchase Agreement.

The description of the Note Purchase Agreement and the Note does not purport to be complete and is qualified in its entirety by the full text of the Note Purchase Agreement and the Note, copies of which are filed herewith as Exhibits 10.1, and 10.2, respectively, and which are incorporated herein by reference.

The representations, warranties and covenants contained in the Note Purchase Agreement and the Note were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to exceptions and limitations agreed upon by the contracting parties. Accordingly, the Note Purchase Agreement and the Note are incorporated herein by reference only to provide investors with information regarding the terms of such agreements, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is incorporated by reference in this Item 2.03.

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Item 3.02 Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 above is incorporated by reference in this Item 3.02. The Company issued the Note to Streeterville in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. The Company relied on this exemption from registration for private placements based in part on the representations made by Streeterville, including representations with respect to its status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and Streeterville’s investment intent. 

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number		Description
10.1*		Note Purchase Agreement, by and between the Company and Streeterville Capital, LLC dated January 13, 2026.
10.2*		Promissory Note dated January 13, 2026.
104**		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HeartSciences Inc.
Date: January 16, 2026	By:	/s/ Andrew Simpson
	Name:	Andrew Simpson
	Title:	President, Chief Executive Officer and Chairman of the Board of Directors

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FAQ

What financing did HeartSciences (HSCS) enter into with Streeterville Capital?

HeartSciences Inc. entered into a Note Purchase Agreement with Streeterville Capital, LLC, under which Streeterville purchased an unsecured promissory note with a principal amount of $3,605,000.

How much cash did HeartSciences receive from the new promissory note?

The company received $3,000,000 in gross proceeds. The note’s $3,605,000 principal includes a $600,000 original issue discount and $5,000 to reimburse Streeterville’s transaction expenses.

What are the key terms of interest and maturity on the HeartSciences note?

The note bears interest at 12% per annum and matures 18 months after its issuance date. Upon certain events of default, the outstanding balance increases to the lesser of 18% interest or the maximum rate permitted by law.

Are there mandatory redemption or step-up features in the HeartSciences note?

Beginning six months after issuance, Streeterville may require HeartSciences to redeem portions of the note up to $405,000 per month. If the outstanding balance has not been reduced by at least $1,250,000 by the 12‑month anniversary, the outstanding balance at that time automatically increases by 5%.

Was the HeartSciences promissory note registered with the SEC?

No. The company issued the note to Streeterville as an unregistered security in a private placement, relying on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506. Streeterville represented that it is an accredited investor and confirmed its investment intent.

What covenants and default provisions are included in the HeartSciences note agreement?

The Note Purchase Agreement and Note include customary agreements, affirmative and restrictive covenants, representations and warranties, and events of default. Certain fundamental transactions, such as consolidations, mergers, or specified changes in control, require Streeterville’s prior written consent, and specified defaults can make the outstanding balance automatically due and payable.