HeartSciences Inc.: Form 10-Q for the period ended Jul 31, 2026

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our unaudited financial statements and the notes presented herein included in this Quarterly Report on Form 10-Q and the audited financial statements and the related notes set forth in our Annual Report on Form 10-K for the year ended April 30, 2026 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 23, 2026 (the “2026 Annual Report on Form 10-K”). The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” as identified under Part 1, Item 1A of our 2026 Annual Report on Form 10-K.

Overview

HeartSciences is a healthcare information technology company focused on advancing electrocardiography (“ECG” or “EKG”) through the integration of artificial intelligence (“AI”). Our first commercial product is MyoVista Insights™, a cloud-native, vendor- and device-agnostic ECG management platform designed to modernize ECG workflows and enable scalable deployment of AI-ECG capabilities across healthcare systems.

MyoVista Insights™ is classified as a Medical Device Data System (“MDDS”) and is exempt from the FDA 510(k) requirements. The platform is designed to streamline ECG study organization, enhance waveform analysis, and simplify clinical workflows, enabling more efficient interpretation, storage, and management of ECG data. It is also designed to host AI-ECG algorithms from multiple vendors and integrate them directly into clinical workflows, providing a flexible and extensible foundation for the adoption of AI in ECG.

Following its early adopter launch in 2025, we have implemented phased enhancements to MyoVista Insights™. In March 2026, we released a significant version upgrade for broader deployment across cardiology and healthcare IT environments. This release included mobile device access, enhanced reporting capabilities, and expanded interoperability designed to support integration across large health systems and enterprise environments.

In March 2026, MyoVista Insights™ received Epic Toolbox designation for the ECG Management System category from Epic Systems Corporation. We believe this designation supports its positioning within enterprise healthcare IT ecosystems and may facilitate adoption within Epic-enabled health systems.

We expect to generate revenue from installation fees, software-as-a-service (“SaaS”) usage fees, and fees associated with AI-ECG algorithms made available through the platform’s AI-ECG marketplace, including third-party algorithms.

We have also developed the MyoVista® wavECG™ device, which provides conventional ECG functionality and is designed to host embedded AI-ECG algorithms. We submitted the MyoVista wavECG device to the FDA for 510(k) premarket clearance in December 2025, and the submission remains under FDA review. We cannot provide assurance on the timing or outcome of the FDA’s review, and there can be no assurance that 510(k) clearance will be obtained.

Commercialization of the device would additionally require the integration and separate FDA clearance of an impaired cardiac relaxation (e’) algorithm, which requires further development and validation following updated American Society of Echocardiography (“ASE”) guidelines for the assessment of Left Ventricular Diastolic Dysfunction (“LVDD”), including revised age-based thresholds for cardiac relaxation (e’). This pathway involves having the Company incur significant additional research and development, regulatory and commercialization costs over an uncertain timeline, and is onerous and costly relative to our software platform. In addition, since the MyoVista wavECG device’s original development, the emergence of cloud-based, device-agnostic platforms capable of delivering multiple AI-ECG algorithms across existing ECG equipment has, in our view, reduced the commercial rationale for pursuing a proprietary device with embedded algorithms. These considerations apply irrespective of the outcome of the pending 510(k) review. Accordingly, our resources are directed principally toward MyoVista Insights™, and we do not currently intend to commit significant additional resources to commercialization of the MyoVista wavECG device. Reflecting these factors, we recorded a reserve against the MyoVista wavECG inventory during the quarter ended July 31, 2026.

We will require additional funding to support working capital and the continued development and commercialization of MyoVista Insights™.

Recent Developments

Merger Agreement with Fortitude

On June 23, 2026, we and Cordis Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of our Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“Fortitude”). The Merger Agreement provides that, subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement (including receipt of the Parent Stockholder Approvals (as defined in the Merger Agreement)), at the effective time of the Merger, Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the “Merger”) with our Company thereby becoming the sole managing member of the surviving company following the consummation of the transactions contemplated by the Merger Agreement (such transactions, the “Proposed Transaction”). The completion of the proposed Merger and the Proposed Transaction is subject to a number of closing conditions, including shareholder approval of the Transaction by our shareholders, which make the completion and timing of the completion of the proposed Merger and the Proposed Transaction uncertain. For additional information about the Merger Agreement, the Merger and Proposed Transaction, please see our preliminary Proxy Statement on Schedule 14A, filed with the SEC on July 27, 2026.

Private Placement Offering with Fortitude

On August 12, 2026, we sold and issued to Seller an aggregate of 411,522 shares of our Common Stock at a purchase price of $2.43 per share in a private placement offering. The investment was made pursuant to a subscription agreement entered into between our Company and Seller, dated as of August 12, 2026 and is not considered a form of consideration of the Merger. The gross proceeds of the investment were approximately $1.0 million and the net proceeds will be used for operating expenses in the period leading up to the expected Merger closing. Following the private placement offering, Seller owned approximately 9.4% of our issued and outstanding Common Stock as of August 12, 2026. The shares issued in the private placement offering represent ordinary shares of Common Stock without any additional rights or preferences, however, such shares are not subject to the Exchange Ratio (as defined in the Merger Agreement) contemplated by the Proposed Transaction.

Transactions and Merger Consideration

The Merger Agreement provides that, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Fortitude, with Fortitude surviving the merger (the “Merger”) with HeartSciences thereby becoming the sole managing member of the surviving company (the “Surviving Company”).

The Merger Agreement provides that, prior to the Effective Time, subject to the receipt of Stockholder Approval, we will file a new Amended and Restated Certificate of Formation with the Secretary of State of the State of Texas in accordance with the applicable provisions of the Texas Business Organizations Code (the “New Charter”) that, among other things, will establish a new class of our Company’s common stock, designated as Class V common stock, $0.0001 par value per share (the “Class V Common Stock”), which will entitle the holder to one vote per share, and will have no economic rights. At Closing, the existing common stock of our Company, will have a $0.0001 par value per share, and will then be designated as Class A common stock (the “Class A Common Stock”)

Prior to the closing of the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger (the “Closing”), we will (i) form a new Delaware limited liability company (“HSCS Sub”) as a direct wholly-owned subsidiary of our Company, (ii) contribute substantially all of its assets and liabilities to HSCS Sub, and (iii) contribute 100% of the limited liability company interests in HSCS Sub to Merger Sub (the “HSCS Contribution”). In addition, Seller will contribute all of its assets and liabilities to Fortitude, including 100% of the limited liability company interests in each of its direct Subsidiaries (as defined in the Merger Agreement) (the “Seller Contribution” and, together with the HSCS Contribution, the “Contribution Transactions”).

Immediately prior to the Effective Time, Seller will contribute all of its voting interests in Fortitude (“Fortitude Voting Units”) and $2,000,000 of cash or Zcash cryptocurrency (“Zcash”) to our Company in exchange for a number of shares of Class V Common Stock equal to (A) the Closing Parent Common Stock Shares (as defined in the Merger Agreement) multiplied by (B) the Exchange Ratio (as calculated pursuant to the terms of the Merger Agreement, subject to adjustment as provided therein), and a number of shares of Class A Common Stock equal to (x) $2,000,000 divided by (y) the Closing Parent Common Stock VWAP (as defined in the Merger Agreement) (collectively, the “Contribution and Exchange”).

At the Effective Time, each non-voting unit of Fortitude (each, a “Fortitude Non-Voting Unit”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of non-voting units of the Surviving Company (each, a “Surviving Company Non-Voting Unit” and, collectively, “Surviving Company Units”) equal to (i) the Closing Parent Common Stock Shares, multiplied by (ii) the Exchange Ratio (collectively, the “Merger Consideration”).

Each unit of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into a number of Surviving Company Non-Voting Units equal to the number of shares of Our Company’s common stock outstanding as of immediately prior to the Effective Time, as set forth in the Amended and Restated Limited Liability Company Agreement of the Surviving Company (the “A&R LLC Agreement”).

In connection with the Transactions, each share of Series C Convertible Preferred Stock, $0.001 par value per share, issued and outstanding immediately prior to the Effective Time will be converted into a number of shares of Class A Common Stock as determined by dividing the then-effective Series C Original Issue Price by the then-effective Series C Conversion Price (each as defined in the Certificate of Designations, Number, Voting Power, Preferences and Rights of our Company’s Series C Preferred Stock) (the “Mandatory Conversion”). Immediately prior to the Effective Time, each share of our Company’s Series D Convertible Preferred Stock, $0.001 par value per share (the “Series D Preferred Stock”), issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of Class A Common Stock in accordance with the Certificate of Designations, Number, Voting Power, Preferences and Rights of Series D Preferred Stock (the “Series D Forced Conversion”).

Immediately prior to the Effective Time, our Company will cause its transfer agent to issue to Seller shares of Class V Common Stock and Class A Common Stock, each as described above. Immediately after the Effective Time, we will contribute all of the cash or Zcash, as the case may be, received in the Contribution and Exchange to the Surviving Company in exchange for additional Surviving Company Non-Voting Units.

Following the Closing, and subject to any Pre-Closing PIPE Investment (as defined in the Merger Agreement) or other permitted equity issuances by our Company prior to Closing, (i) the aggregate number of shares of Class V Common Stock and Class A Common Stock issued to the equityholders of Fortitude pursuant to the Merger Agreement are expected to represent approximately 95.0% of the outstanding equity interests of our Company, (ii) our Company’s equityholders as of immediately prior to Closing are expected to own approximately 5.0% of the outstanding equity interests of the Company, in the aggregate, in the form of Class A Common Stock, (iii) the equityholders of Fortitude will hold a number of Surviving Company Non-Voting Units which are expected to represent approximately 95.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company, and (iv) we will be the sole managing member of the Surviving Company and will hold all of the voting units of the Surviving Company and a number of Surviving Company Non-Voting Units which are expected to represent approximately 5.0% of the outstanding Surviving Company Non-Voting Units in the Surviving Company.

The Closing is expected to take place during the second half of 2026, subject to the satisfaction of the closing conditions, including the requirement to obtain Stockholder Approval.

Nasdaq Listing Compliance

On August 4, 2026, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we are not in compliance with the Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. In our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, we reported stockholders’ equity of $226,060, and, as of August 4, 2026, we did not meet the alternatives of market value of listed securities or net income from continuing operations, and as a result, we do not currently satisfy the requirements of Rule 5550(b)(1).

Nasdaq’s letter has no immediate impact on the listing of our common stock or public warrants, which will continue to be listed and traded on Nasdaq, subject to our compliance with the other continued listing requirements. Nasdaq’s letter provides us with 45 calendar days, or until September 18, 2026, to submit a plan to regain compliance. We believe that our plan to consummate the Proposed Transaction will serve as a basis for our plan to regain compliance. If the plan is accepted, we can be granted up to 180 calendar days from August 4, 2026, or until January 31, 2027, to evidence compliance. There can be no assurance that we will be able to regain compliance with all applicable continued listing requirements or that our plan will be accepted by the Nasdaq staff. In the event the plan is not accepted by the Nasdaq staff, or in the event the plan is accepted and the extension granted but we fail to regain compliance within the plan period, we would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

We intend to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. We are currently evaluating our Company’s available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement, including by consummating the Proposed Transaction. There can be no assurance that we will be able to consummate the Proposed Transaction. We intend to submit the compliance plan by the deadline set forth in Nasdaq’s letter.

Going Concern

On July 23, 2026, our independent registered public accounting firm issued an opinion on our audited financial statements, included in our 2026 Annual Report on Form 10-K, that contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern because we have experienced recurring losses, negative cash flows from operations, and limited capital resources.

Launch of MyoVista Insights™

The MyoVista Insights™ initially launched in May 2025 and we have since implemented phased enhancements to the platform. In March 2026, we released a significant version upgrade for broader deployment across cardiology and healthcare IT environments. This release included mobile device access, enhanced reporting capabilities, and expanded interoperability designed to support integration across large health systems and enterprise environments.

In March 2026, MyoVista Insights™ received Epic Toolbox designation for the ECG Management System category from Epic Systems Corporation. We believe this designation supports its positioning within enterprise healthcare IT ecosystems and may facilitate adoption within Epic-enabled health systems.

In June 2026, we launched MyoVista Insights™ version 1.3 which introduces an AI-ECG Algorithm Marketplace that allows healthcare providers to access FDA-cleared cardiac AI tools though a single use system, beginning with an FDA-cleared AI-ECG model from Bunkerhill Health. The launch marks the first time a cleared AI-ECG algorithm is available through MyoVista Insights™ and establishes the platform as a commercial pathway for AI-ECG developers seeking to reach clinical users though a recurring, Software as a Service (“SaaS”) based revenue model.

First Commercial Customers

In May 2026, we announced that we signed two commercial agreements to deploy the MyoVista Insights™ platform. We have not generated revenues under MyoVista Insights™ during the development stage.

MyoVista® wavECG™ Update

Please see above for an update on our plans for our MyoVista® wavECG™ device under section captioned “Overview”.

Patents

In June 2026, we were granted a patent from the European Patent Office covering machine-learning models that use ECG data to estimate echocardiogram parameters indicative of diastolic function.

Streeterville Note Exchanges

On June 23, 2026, we entered into an exchange agreement with Streeterville, pursuant to which Streeterville exchanged the remaining balance of accrued interest of approximately $164,017 owed under the $2.5M Streeterville Note, originally issued by us to Streeterville in September 2024 (the “$2.5M Streeterville Note”) for 78,103 shares of our Common Stock. As a result, the $2.5M Streeterville Note and accrued interest was repaid in full as of July 31, 2026.

On August 19, 2026, we entered into an agreement with Streeterville, pursuant to which Streeterville exchanged $200,000 in aggregate principal under the $3.6M Streeterville promissory note, originally issued by us to Streeterville in January 2026 (the “$3.6M Streeterville Note”) for 95,602 shares of our Common Stock.

Results of Operations

Revenues

Revenues, which have been minimal to date, consist mainly of sales of devices, electrodes and other supplies in the establishment of distributor relationships outside the U.S. during the approval, development and improvement of the MyoVista wavECG.

Cost of Sales

Cost of sales consists primarily of costs related to materials, components and subassemblies. Cost of sales also includes certain direct costs such as those incurred for shipping and freight.

Operating Expenses

Our operating expenses have consisted solely of R&D expenses and selling, general and administrative expenses.

Research and Development Expenses

Our R&D activities primarily consist of clinical, regulatory, engineering and research work associated with our MyoVista wavECG device and MyoVista Insights™. R&D expenses include payroll and personnel-related costs for our R&D, clinical and regulatory personnel, including expenses related to stock-based compensation for such employees, consulting services, clinical trial expenses, regulatory expenses, prototyping and testing. R&D expenses also include costs attributable to clinical trial expenses including clinical trial design, site development and study costs, data, related travel expenses, the cost of products used for clinical activities, internal and external costs associated with regulatory compliance and patent costs. We have expensed R&D costs related to the MyoVista wavECG device as they have been incurred. For MyoVista Insights™, costs associated with upgrades and enhancements that result in additional functionality are capitalized, while costs incurred for maintenance, and support activities are expensed as incurred.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses consist of payroll and personnel-related costs for field support personnel, business development, consulting, stock-based compensation, and for administrative personnel that support our general operations such as executive management and financial accounting. Selling, general and administrative expenses also include costs attributable to professional fees for legal and accounting services, premises costs, IT, insurance, consulting, recruiting fees, travel expenses and depreciation.

Interest Expense

Interest expense relates to our outstanding debt and related amortization of debt discount and deferred offering costs.

Other Income (Expense), Net

Other income (expense), net primarily consists of interest earned on cash balances.

The following table summarizes our results of operations for the periods presented on our statement of operations data.

(In thousands, except percentages, unaudited)

Summary of Statements of Operations for the three months ended July 31, 2026 compared with the three months ended July 31, 2025:

Revenues were $2 thousand, and cost of sales were $1 thousand for the three months ended July 31, 2026 and 2025. Our revenues in the fiscal years have been mainly generated from suppliers in the establishment of distributor relationships outside the United States as part of obtaining feedback during product development and improvement of the MyoVista wavECG.

Research and development expenses are primarily from software consulting and hardware development which is consistent with work being performed for our MyoVista wavECG and MyoVista Insights™. R&D expenses were $0.9 million for the three months ended July 31, 2026, representing a decrease of $0.1 million, or 9%, when compared to the same period in 2025. The decrease is primarily the result of capitalization of $0.3 million of software related costs related to our MyoVista Insights™, partially offset by a $0.3 million write down of inventory related to our MyoVista wavECG device.

Selling, general, and administrative expenses were approximately $2.0 million for the three months ended July 31, 2026, representing an increase of $1.2 million, or 132%, when compared to the same period in 2025. The increase is primarily related to approximately $0.5 million in increased professional, legal, and accounting costs related to the Proposed Merger Transaction and approximately $0.5 million in stock compensation expense for vested RSUs and stock options.

Interest expense was approximately $0.2 million for the three months ended July 31, 2026, representing an increase of $51 thousand, or 28%, when compared to the same period in 2025. Interest expense is related to interest on the FRV Note and interest and debt service amortization on the Streeterville Notes.

Other income of $2 thousand is related to interest earned on our cash balances.

Liquidity, Capital Resources, and Going Concern Considerations

We have incurred losses each year since inception and have experienced negative cash flows from operations in each year since inception. We incurred a net loss of $3.2 million for the three months ended July 31, 2026. As of July 31, 2026, we had an accumulated deficit of $88.4 million, stockholders' deficit of $2.0 million, and working capital deficit of $4.8 million.

Based on our current business plan assumptions and expected cash burn rate, we believe that the existing cash is insufficient to fund operations for the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding our ability to continue as a going concern.

On June 23, 2026, we and Merger Sub entered into the Merger Agreement with Seller and Fortitude. The Merger Agreement provides that, subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement (including receipt of the Parent Stockholder Approvals (as defined in the Merger Agreement)), at the effective time of the Merger, Merger Sub will merge with and into Fortitude, with Fortitude surviving the Merger with our Company thereby becoming the sole managing member of the surviving company following the consummation of the Proposed Transactions. The completion of the Proposed Transaction are subject to a number of closing conditions, including shareholder approval of the Proposed Transaction by our shareholders, which make the completion and timing of the completion of the Proposed Transaction uncertain. On August 12, 2026, we sold and issued to Seller an aggregate of 411,522 shares of our Common Stock at a purchase price of $2.43 per share in a private placement offering. The gross proceeds of the investment were approximately $1.0 million and the net proceeds will be used for operating expenses in the period leading up to the expected Merger closing. Failure to complete the Proposed Transaction would likely materially adversely affect our business, financial condition, results of operations and stock price.

In January 2026, the Company entered into a Note Purchase Agreement with Streeterville, pursuant to which the Company issued to Streeterville an unsecured promissory note in the original principal amount of $3,605,000. The $3.6M Streeterville Note carried an OID of $600,000 and $5,000 was withheld from the $3.6M Streeterville Note for reimbursement of Streeterville's transaction expenses. As a result, the Company received aggregate net proceeds of approximately $3.0 million in connection with the issuance of the $3.6M Streeterville Note. The $3.6M Streeterville Note bears interest at the rate of 12.0% per annum and matures in July 2027. From time to time, beginning six months after issuance, Streeterville may redeem a portion of the $3.6M Streeterville Note, not to exceed $405,000 per month. In the event the Company has not reduced the outstanding balance under the $3.6M Streeterville Note by at least $1,250,000 by the 12-month anniversary following the issuance date, then the outstanding balance at such time will automatically increase by 5%. Subject to terms and conditions set forth in the $3.6M Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the $3.6M Streeterville Note at any time. On March 11, 2026, the Company and Streeterville amended the $2.5M Streeterville Note to extend the maturity date to June 30, 2026. On June 23, 2026, we entered into an exchange agreement with Streeterville, pursuant to which Streeterville exchanged the remaining balance of accrued interest of approximately $164,017 owed under the $2.5M Streeterville Note for 78,103 shares of our Common Stock. The $2.5M Streeterville Note and accrued interest was repaid in full.

In September 2023, the Company entered into an Equity Distribution Agreement (the “EDA”) with an institutional investor, pursuant to which the Company may offer and sell an aggregate of up to $3.25 million of its shares of Common Stock in At-the-Market offerings (“ATM Facility”). In November 2023, the EDA was further amended increasing the aggregate amount of Common Stock that may be sold under the ATM Facility to up to $15.0 million, and further amended again in August 2025, increasing the aggregate amount of Common Stock that may be sold under the ATM Facility to up to $25.0 million. The Company is eligible to sell up to $14.7 million worth of shares of Common Stock as the aggregate market value of the Company's shares of Common Stock eligible for sale under the ATM Facility is subject to limitations of General Instruction I.B.6 of Form S-3 until such time that the Company's public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding Common Stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the ATM Facility. During the quarter ended July 31, 2026, the Company issued and sold 4,920 shares under the ATM Facility for net proceeds of approximately $10 thousand. Subsequent to July 31, 2026, the Company issued and sold 397,762 shares under the ATM Facility for net proceeds of approximately $1.2 million. We expect any proceeds received from the ATM Facility will be used for working capital and general corporate purposes.

Our cash requirements are, and will continue to be, dependent upon a variety of factors. We expect to continue devoting significant capital resources to R&D, clinical studies and go-to-market strategies. We will need to continue to raise capital through the sale of additional equity securities, debt, or capital inflows from strategic partnerships, however we can provide no assurance that we will be able to consummate the sale of any such securities or strategic relationships will be available on terms acceptable to us, if at all.

The table below presents our cash flows for the periods indicated:

U.S. dollars, in thousands

(Unaudited)

26

Operating Activities

Net cash used by our operating activities of $1.3 million during the three months ended July 31, 2026 is primarily due to our net loss of $3.2 million, plus $1.1 million in non-cash expenses and $0.7 million of net changes in operating assets and liabilities.

Net cash used by our operating activities of $2.0 million during the three months ended July 31, 2025 is primarily due to our net loss of $2.1 million, plus $316 thousand in non-cash expenses less $215 thousand of net changes in operating assets and liabilities.

Investing Activities

Net cash used by investing activities of $0.3 million during the three months ended July 31, 2026 is primarily due to capitalization of software related costs related to our MyoVista Insights™.

Net cash used by investing activities during the three months ended July 31, 2025 where not significant and did not have a material impact on the Company's cash flows.

Financing Activities

Net cash used by financing activities of $28 thousand during the three months ended July 31, 2026 is primarily from the issuance of shares under the ATM Facility less repayments of financed insurance premiums.

Net cash provided by financing activities of $3.6 million during the three months ended July 31, 2025 is primarily from the issuance of Series D Preferred Stock and warrants.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2026 Annual Report on Form 10-K.

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company's disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. Based upon the most recent evaluation of internal controls over financial reporting, our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer) determined that our disclosure controls and procedures were not effective as of July 31, 2026 as a result of identified material weaknesses in our internal control over financial reporting. The identified material weaknesses were as follows: (i) lack of proper approval processes and review processes and documentation for such reviews; (ii) we did not maintain sufficient U.S. GAAP and SEC accounting resources commensurate with those required of a public company; and (iii) insufficient number of staff to maintain optimal segregation of duties and levels of oversight. We have taken and continue to take remedial steps to improve our internal controls over financial reporting, which includes designing and implementing effective processes and controls over significant accounts and disclosure, and the preparation of account reconciliations and review of journal entries. Our Chief Financial Officer frequently attends continuing education for updates on accounting policies and procedures. We cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. Management is monitoring the effectiveness of these and other processes, procedures and controls and will make any further changes deemed appropriate. We are committed to ensuring that our internal controls over financial reporting are designed and operating effectively. Management believes the foregoing actions will effectively remediate the material weaknesses, however, our material weaknesses will not be considered remediated until controls are in place for a period of time, the controls are tested, and management concludes that the controls are properly designed and operating effectively.

Changes in Internal Control Over Financial Reporting

Except as described above with respect to the remediation steps we are taking, there have been no changes in our internal control over financial reporting during the quarter ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CEO and CFO Certifications

Exhibits 31.1 and 31.2 to this Quarterly Report are the Certifications of our Chief Executive Officer and Chief Financial Officer, respectively. These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this Quarterly Report, which you are currently reading, is the information concerning the evaluation referred to above and in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

For a discussion of risk factors, please refer to Item 1A of our 2026 Annual Report on Form 10-K. There have been no material changes to the risk factors contained in Item 1A of our 2026 Annual Report on Form 10-K, except as set forth below. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

Risks Related to Our Financial Condition and Capital Requirements

We have a limited operating history and we have incurred significant operating losses since our inception, and anticipate that we will incur continued losses for the foreseeable future.

We are a development-stage healthcare information technology company with a limited operating history. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields. To date, we have generated limited revenue from the sale of the MyoVista wavECG devices and have not generated revenues under MyoVista Insights™ during the development stage. We have incurred losses each year since inception and have experienced negative cash flows from operations in each year since inception. We incurred a net loss of $3.2 million for the three months ended July 31, 2026. As of July 31, 2026, we had an accumulated deficit of $88.4 million, stockholders' deficit of $2.0 million, and working capital deficit of $4.8 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for additional information.

Even if we obtain regulatory approval for a U.S. sales launch the MyoVista wavECG or achieve successful commercialization of MyoVista Insights™, our future revenue will depend upon the size of the market in which any future products receive approval as well as our ability to achieve sufficient market acceptance, pricing, and reimbursement from third-party payors, which we may never achieve.

We also anticipate that our expenses will increase substantially if and as we:

• continue R&D;
• are granted regulatory and marketing approvals;
• establish a sales, marketing, and distribution infrastructure;
• seek to identify, assess, acquire, license, and/or develop subsequent generations of our current products and any new products;
• seek to maintain, protect, and expand our intellectual property portfolio;
• seek to attract and retain skilled personnel;
• create additional infrastructure to support our operations as a public company as well as our product development and planned future marketing efforts; and
• experience any delays or encounter issues with respect to any of the above, including, but not limited to, failed studies, complex results, safety issues or other regulatory challenges that require longer follow-up of existing studies or additional supportive studies in order to pursue marketing approval.

As described elsewhere in this Quarterly Report, our resources are now directed principally toward the development and commercialization of the MyoVista Insights™ platform, and we do not currently intend to commit significant additional resources to commercialization of the MyoVista wavECG device. Accordingly, we recorded a reserve against the MyoVista wavECG inventory during the three months ended July 31, 2026. Accordingly, our future operating results are expected to be principally dependent on the successful development and commercialization of MyoVista Insights™, rather than on FDA clearance of the MyoVista wavECG device and associated AI-ECG algorithms as described in our 2026 Annual Report on Form 10-K. There can be no assurance regarding the timing or outcome of the FDA’s review of the MyoVista wavECG 510(k) submission, and an adverse outcome of the FDA’s review could materially adversely affect our reputation, prospects and the trading price of our securities.

We expect to continue to incur significant operating losses for the foreseeable future. As a result of the numerous risks and uncertainties associated with developing healthcare technologies, we are unable to predict the extent of any future losses or whether we will ever achieve and maintain profitability. Further, the operating losses that we incur may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance. Other unanticipated costs may also arise.

If we are unable to maintain compliance with all applicable continued listing requirements and standards of Nasdaq, our Common Stock could be delisted from Nasdaq.

Our Common Stock and IPO Warrants are currently listed on Nasdaq, which has qualitative and quantitative listing criteria. In August 2023, we received a notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”), regarding the fact that the market price of our shares of common stock was below the $1.00 minimum bid price requirement for continued listing (the “Bid Price Rule”), which listing deficiency we cured in June 2024. There can be no assurance that we will be able to continue to meet all of the other criteria necessary for Nasdaq to allow us to remain listed, including maintaining minimum levels of shareholders’ equity or market values of our common stock. If we fail to satisfy the applicable continued listing requirement and continue to be in non-compliance after notice and the applicable grace period ends, Nasdaq may commence delisting procedures against our Company (during which we may have additional time of up to six months to appeal and correct our non-compliance). At that time, we may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if we do appeal the delisting determination by Nasdaq to the panel, that such appeal would be successful.

On January 15, 2025, the SEC approved an amendment to the Nasdaq Listing Rule 5810(c), which limits the conditions under which a listed company can use a reverse stock split to meet Nasdaq’s minimum price criteria. In particular, the amendment provides that if a company executes a reverse stock split to regain compliance with the Listing Rule but its stock price falls below $1.00 per share within one year after a company has completed a reverse split, the company will not be granted a new compliance period to address the bid price deficiency. Instead, Nasdaq will move forward with delisting proceedings. If in the future we need to implement a reverse stock split, the amendment to such Listing Rule may cause our board of directors to choose a higher reverse stock split ratio than it otherwise would have deemed appropriate and would make it more difficult for us to maintain our Nasdaq listing if our stock price dropped below the Bid Price Rule listing requirements in the future. If we need to seek to implement a reverse stock split in the future in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively affect the price of our common stock.

On August 4, 2026, we received a letter from the Listing Qualifications Department of Nasdaq notifying us that we are not in compliance with the Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. In our 2026 Annual Report on Form 10-K, we reported stockholders’ equity of $226,060, and, as of August 4, 2026, we did not meet the alternatives of market value of listed securities or net income from continuing operations, and as a result, we do not currently satisfy the requirements of Rule 5550(b)(1). Nasdaq’s letter has no immediate impact on the listing of our common stock or public warrants, which will continue to be listed and traded on Nasdaq, subject to our compliance with the other continued listing requirements. Nasdaq’s letter provides us with 45 calendar days, or until September 18, 2026, to submit a plan to regain compliance. We believe that our plan to consummate the Proposed Transaction will serve as a basis for our plan to regain compliance. If the plan is accepted, we can be granted up to 180 calendar days from August 4, 2026, or until January 31, 2027, to evidence compliance. There can be no assurance that we will be able to regain compliance with all applicable continued listing requirements or that our plan will be accepted by the Nasdaq staff. In the event the plan is not accepted by the Nasdaq staff, or in the event the plan is accepted and the extension granted but we fail to regain compliance within the plan period, we would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. We intend to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. We are currently evaluating our available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement, including by consummating the Proposed Transaction. There can be no assurance that we will be able to consummate the Proposed Transaction. We intend to submit the compliance plan by the deadline set forth in Nasdaq’s letter.

If our Common Stock and IPO Warrants are ultimately delisted from Nasdaq, our Common Stock and IPO Warrants would likely then trade only in the over-the-counter market and the market liquidity of Common Stock and IPO Warrants could be adversely affected and their market price could decrease. If our Common Stock and IPO Warrants were to trade on the over-the-counter market, selling our Common Stock and IPO Warrants could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for our Common Stock and IPO Warrants and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us.

In addition to the foregoing, if our Common Stock and IPO Warrants are ultimately delisted from Nasdaq and they trade on the over-the-counter market, the application of the “penny stock” rules could adversely affect the market price of our Common Stock and IPO Warrants and increase the transaction costs to sell those shares or IPO Warrants. The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. If our Common Stock and IPO Warrants are ultimately delisted from Nasdaq and then trade on the over-the-counter market at a price of less than $5.00 per share, our Common Stock would be considered a penny stock. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our Common Stock and IPO Warrants and may affect the ability of investors to sell their shares, until our Common Stock is no longer considered a penny stock.

We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

Prior to the completion of the IPO, we had been a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting. While a private company, we had not designed or maintained an effective control environment as required of public companies under the rules and regulations of the SEC. Management and our independent registered public accounting firm, Haskell & White LLP, identified several material weaknesses in our internal control over financial reporting in connection with our preparation and the audits of our financial statements for Fiscal 2026.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financing reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses we and our independent registered public accounting firms identified are listed below:

• lack of proper approval processes and review processes and documentation for such reviews;
• we did not maintain sufficient U.S. GAAP and SEC accounting resources commensurate with those required of a public company; and
• insufficient number of staff to maintain optimal segregation of duties and levels of oversight.

These material weaknesses resulted in adjustments to our prior year financial statements primarily related to equity accounts, accruals, and inventory and could result in a misstatement of any account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

We have taken and continue to take remedial steps to improve our internal controls over financial reporting, which includes establishing a more robust process related to review of complex accounting transactions, preparation of account reconciliations, and review of journal entries. Our Chief Financial Officer frequently attends continuing education for updates on accounting policies and procedures. We cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. Management is monitoring the effectiveness of these and other processes, procedures and controls and will make any further changes deemed appropriate. Management believes the foregoing actions will effectively remediate the material weaknesses, however, our material weaknesses will not be considered remediated until controls are in place for a period of time, the controls are tested, and management concludes that the controls are properly designed and operating effectively. As a result, the timing of when we will be able to fully remediate the material weaknesses is uncertain. If the steps we take do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that these control deficiencies or others would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price.

Our independent registered public accounting firm was not required to perform an evaluation of our internal control over financial reporting as of either April 30, 2026 or April 30, 2025 in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting in the future as required by reporting requirements under Section 404 of the Sarbanes-Oxley Act.

If we are unable to successfully remediate the existing material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting, and our stock price, may be adversely affected and we may be unable to maintain compliance with the applicable stock exchange listing requirements. Implementing any appropriate changes to our internal controls may divert the attention of our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are adequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our services to new and existing customers.