Form 8-K

8-K — HeartSciences Inc.

Accession: 0001213900-26-082577

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001468492

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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):

July 29, 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 2.02 Results of Operations and Financial Condition.

On July 29, 2026, HeartSciences

Inc. (“HeartSciences”) issued a press release providing information regarding certain of HeartSciences’ financial results

for its fiscal year ended April 30, 2026 and other business updates, including with respect to the Proposed Transaction (as defined below).

As previously reported, on

June 23, 2026, Fortitude Mining Holdings, Inc. (“Fortitude”), a vertically-integrated digital asset mining platform anchored

in Zcash, and HeartSciences entered into a definitive merger agreement to combine in an all-stock transaction (the “Proposed Transaction”).

The information provided

in this Item 2.02 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1 attached hereto and

incorporated by reference herein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall

not be deemed incorporated by reference into any filing of HeartSciences under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such

filing, except as otherwise expressly set forth by specific reference in such filing.

The following is important

information that should be read together with the information included herein.

Additional Information and Where to Find It

The information provided in

Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, related to each of Fortitude and HeartSciences, their respective

businesses and the Proposed Transaction may be deemed solicitation material in respect of the Proposed Transaction. In connection with

the Proposed Transaction, HeartSciences has filed and may file additional relevant materials with the U.S. Securities and Exchange Commission

(“SEC”), including a preliminary proxy statement on Schedule 14A. Following the filing of a definitive proxy statement with

the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting

relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS

OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES HAS FILED OR MAY

FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED TRANSACTION.

COMMUNICATIONS THAT DO NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND RELATED MATTERS

ARE NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The preliminary proxy

statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when they become available),

and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.

In addition, investors and shareholders may obtain free copies of the documents filed with the SEC or by sending a request to the HeartSciences

Investor Relations Department at investorrelations@heartsciences.com.

NEITHER THE SEC NOR ANY STATE

SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE

PROPOSED TRANSACTION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY

REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

HeartSciences and Fortitude,

their respective directors and executive officers, and certain executive officers of Digital Currency Group may be deemed to be participants

in the solicitation of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding

the identity of the potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or

otherwise, is set forth in the preliminary proxy statement and other materials filed or that may be filed with the SEC in connection with

the Proposed Transaction.

No Offer or Solicitation

Any information contained

herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation

to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval

in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities

in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and

conditions of the merger agreement, which contain the full terms and conditions of the Proposed Transaction.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number

Description

99.1*

Press Release, dated July 29, 2026.

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Furnished herewith.

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: July 29, 2026

By:

/s/ Andrew Simpson

Name:

Andrew Simpson

Title:

President, Chief Executive Officer and Chairman of the Board of Directors

EX-99.1 — PRESS RELEASE, DATED JULY 29, 2026

EX-99.1

Filename: ea029962701ex99-1.htm · Sequence: 2

Exhibit 99.1

HeartSciences Files Preliminary Proxy Statement

for Business Combination with Fortitude Mining Holdings; Provides Business Update and Reports Fiscal 2026 Financial Results

● Company believes proposed Fortitude Mining Holdings business combination represents a significant value creation opportunity for

the Company’s shareholders

● Fiscal 2026 saw the full commercial launch of the MyoVista Insights platform and submission of the MyoVista wavECG device to the

FDA for 510(k) clearance

Southlake, TX, July 29, 2026 (GLOBE NEWSWIRE)

-- HeartSciences Inc. (Nasdaq: HSCS; HSCSW) (“HeartSciences” or the “Company”), a healthcare information technology

(“HIT”) company focused on advancing electrocardiography (“ECG” or “EKG”) through the integration

of artificial intelligence (“AI”), today announced that it has filed its preliminary proxy statement (the “Proxy Statement”)

with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the previously announced proposed business

combination (the “Proposed Transaction”) with Fortitude Mining Holdings, Inc. (“Fortitude”) and is providing a

business update and its financial results for the fiscal year ended April 30, 2026 (“Fiscal 2026”), which follow the filing

of HeartSciences’ Annual Report on Form 10-K (the “Form 10-K”) for Fiscal 2026 with the SEC on July 23, 2026. Each of

the Proxy Statement and Form 10-K is available at www.sec.gov and on the Company’s website at www.heartsciences.com.

Fiscal 2026 and Business Highlights

Fiscal 2026, and the period since, has been one

of transformational change for HeartSciences. We believe the Proposed Transaction with Fortitude offers a compelling opportunity for our

shareholders to own a stake in a company that is a meaningful part of the Zcash ecosystem. In our view, Zcash has been among the best-performing

large-cap digital assets over the past year and is attracting growing institutional interest.

In addition, we made significant progress, with

the full commercial launch of its MyoVista Insights platform and deployment contracts with healthcare institutions, together with the

submission of its MyoVista wavECG device to the FDA for 510(k) clearance, which is currently under review.

Proposed Transaction with Fortitude

Since the Company’s IPO in 2022 and despite

significant commercial progress, the Company has experienced sustained pressure on its share price, has had to navigate repeated Nasdaq

listing deficiencies and has often lacked the cash runway to make long-term strategic and operational decisions.

Although the initial decision to evaluate strategic

alternatives was, in part, a defensive one, the process that followed was not. The Company’s Board of Directors reviewed a range

of potential alternatives and had genuine choices available. We chose Fortitude because we believe it is a highly attractive partner and

the Proposed Transaction presents a significant opportunity for us to create both short- and long-term value for our shareholders, including

for the following reasons:

● Zcash shares the foundational properties that have made Bitcoin compelling to investors but introduces

enhanced privacy technology and quantum computing resilience.

● Fortitude is based, and operates solely, in the United States. Over many years it has developed

into what is believed to be one of the largest and longest-tenured operators in the Zcash ecosystem, providing significant competitive

advantage. In the six months ended June 30, 2026, it mined 72,696 ZEC, representing approximately 28% of overall ZEC production.

● Fortitude’s belief that its competitive positioning translates into meaningful benefits, including

deep knowledge of mining ZEC at scale, status as a preferred buyer of mining equipment to support significant growth aspirations, and

efficient and profitable mining operations.

● Fortitude has undertaken a number of actions to underpin growth, including its announcement yesterday

of the energization of its new facility in Grand Island, Nebraska, which brings its owned power portfolio to over 60MW. The facility is

expected to contribute to Fortitude’s planned trajectory of lowering its Zcash direct cash mining cost from approximately $70 per

coin toward approximately $40 per coin, assuming successful equipment deployment and stable power, network, and market conditions. It

has also executed purchase orders for a significant number of new machines with an expected payback of less than 12 to 18 months (assuming

a hashprice of at least $0.021/kSol/day).

● Together, these advantages underpin a significant, business. At Zcash prices in excess of $500,

Fortitude currently estimates that its run-rate Adjusted EBITDA would be over $50 million, once new machines

are delivered and hashing.

Proxy Statement

Our unaudited pro forma condensed combined statement

of financial position set out in the Proxy Statement:

● assumes the issuance of approximately 107.6 million shares of our new to be designated Class V Common

Stock to Digital Currency Group (“DCG”), the parent company of Fortitude, in connection with the Proposed Transaction; and

● shows our pro forma combined total shareholders’ equity of $70.0 million.

The above is qualified in its entirety by reference

to our unaudited pro forma condensed combined statement of financial position included in the Proxy Statement.

Our shareholders will also note that the Proxy

Statement includes a proposal to authorize our Board of Directors to complete, at its discretion, a reverse stock split, at a ratio to

be determined by our Board of Directors and mutually agreed to by HeartSciences and Fortitude, within a range of between 1-for-2 and 1-for-5.

This proposal is driven by Nasdaq listing requirements for the combined company if the Proposed Transaction is completed. Our Board of

Directors currently expects that any reverse stock split would be implemented only if considered necessary to support the combined company’s

Nasdaq listing in connection with the Proposed Transaction. Recognizing shareholder sensitivity around reverse splits, the ratio range

has been carefully considered. Further details are available in the Proxy Statement (See Proposal 4).

MyoVista Insights™ Healthcare IT Software

Platform

● The past year saw MyoVista Insights move from an R&D project to full commercial application. We achieved

product launch, version upgrades, Epic Toolbox designation and interoperability compliance, launched a first AI-ECG algorithm on the platform,

and have begun deployments with a number of healthcare institutions.

● As we have consistently said, the field of AI-ECG is now moving forward at pace and has progressed significantly

over the past 18 months. There have been multiple regulatory clearances of algorithms in the U.S. and internationally and the beginning

of meaningful clinical use.

● We believe this validates our decision to focus on a cost-effective solution for cloud-based ECG management,

which provides straightforward delivery of AI-ECG into today’s clinical workflows. In developing and commercializing MyoVista Insights,

we are drawing on the successes of best-in-class radiology AI platforms and seeking to replicate those in ECG.

● The future strategy is straightforward: (i) add AI-ECG algorithms to the MyoVista Insights platform from

world-leading algorithm companies with which we are in discussion; and (ii) convert the broad pipeline of ongoing customer discussions

into further commercial contracts.

MyoVista wavECG device

● HeartSciences submitted its MyoVista wavECG device to the FDA for 510(k) premarket clearance in December

2025, and the submission is currently going through the FDA review process.

● HeartSciences elected to separate the FDA submissions for the MyoVista wavECG device and its impaired

cardiac relaxation AI-ECG algorithm following updated guidance published by the American Society of Echocardiography (“ASE”)

regarding the assessment of Left Ventricular Diastolic Dysfunction (“LVDD”), including revised age-based thresholds for cardiac

relaxation (e’).

Fiscal 2026 Financial Results

The Company reported no meaningful revenue for

Fiscal 2026. As of April 30, 2026, the Company had approximately $1.7 million in cash and cash equivalents, and $0.2 million in shareholders’

equity. Complete financial results have been filed in the Form 10-K, which is available at www.sec.gov and on the Company’s website

at www.heartsciences.com.

Management Commentary

“Fiscal 2026 was a year of transformational

change for HeartSciences,” said Andrew Simpson, CEO of HeartSciences. “MyoVista Insights moved from development into full

commercial use, with our platform launch, our first AI-ECG algorithm and commercial deployments with healthcare institutions, and our

MyoVista wavECG device is under FDA review for 510(k) clearance. The proposed combination with Fortitude builds on that progress. It offers

our shareholders continued ownership in a business operating at scale and generating meaningful revenue, anchored in Zcash, one of the

best-performing large-cap digital assets of the past year. Fortitude is among the largest and longest-tenured operators in the Zcash ecosystem,

and we believe the combination represents a significant value creation opportunity. We encourage all shareholders to read the Proxy Statement

and look forward to their support at the special meeting.”

For more information, please visit: https://www.heartsciences.com.

X: @HeartSciences

About Fortitude

Fortitude, currently

wholly-owned by DCG, is an institutional-scale, vertically integrated venture mining platform operating across the Proof-of-Work ecosystem

and anchored in Zcash. Fortitude pairs self-mining operations with an owned data center footprint, a diversified power portfolio backed

by competitive long-term contracts, and disciplined capital allocation to identify and scale high-conviction opportunities in emerging

Proof-of-Work ecosystems, beginning with its meaningful position in the Zcash network. Fortitude is led by an experienced team of operators,

capital markets professionals, and digital asset specialists with a track record of identifying and scaling high-conviction opportunities

and building privacy-preserving digital asset infrastructure.

For more information, visit www.fortitudemining.com

and follow Fortitude on X at @FortitudeCrypto.

About HeartSciences

HeartSciences is a healthcare information technology

company advancing the use of ECG/EKGs through the integration of artificial intelligence. HeartSciences’ MyoVista Insights™

Platform is a device-agnostic, next-generation ECG management system designed to improve clinical efficiency and decision-making. Its

MyoVista wavECG device is designed to deliver conventional ECG functionality while supporting on-device AI-enabled solutions.

For more information, please visit: www.heartsciences.com

and follow HeartSciences on X at @HeartSciences.

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking statements.

These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”

“plan,” “will,” “would,” “believe,” “estimate,” “goal,” “intend,”

and other words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking

statements include, but are not limited to, express or implied statements relating to the timing and completion of the Proposed Transaction,

the potential benefits of the Proposed Transaction, including access to the public markets and listing on Nasdaq, Fortitude’s plans

and expectations concerning the Grand Island Facility including expected cost savings and other benefits, the timing and expected benefits

of and the pay-back period related to Fortitude’s new mining machines, future plans for the MyoVista Insights platform, expectations

related to the potential reverse stock split. All statements contained in this press release that do not relate to matters of historical

fact should be considered forward-looking statements.

These forward-looking statements are based on

management’s current expectations and assumptions as of the date of this press release and are subject to a number of known and

unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by

such statements, including, without limitation, the following: the risk that the Proposed Transaction may not be completed on the anticipated

timeline or at all; the failure to satisfy the conditions to the closing of the Proposed Transaction, including obtaining the requisite

approval of the HeartSciences shareholders; market, macroeconomic, or other conditions that could adversely affect either HeartSciences

or Fortitude, or the combined company; risks related to the integration of the two companies and the management of a newly public company;

risks relating to Fortitude’s operations and business, including the highly volatile nature of the price of Zcash and other cryptocurrencies;

risks related to Nasdaq review of the initial listing application of the combined company; risks related to the potential reverse stock

split; and risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally. Additional

factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press

release are discussed in HeartSciences’ preliminary proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange

Commission (the “SEC”) on July 27, 2026 in connection with the Proposed Transaction, HeartSciences’ 2026 Annual Report

on Form 10-K, filed with the SEC on July 23, 2026, and other reports filed with the SEC from time to time. Readers are cautioned not to

place undue reliance on these forward-looking statements. Each of HeartSciences and Fortitude expressly disclaims any obligation to update

or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable

law. All forward-looking statements are made as of the date of this press release.

* About Non-GAAP Financial Measures

We have presented certain financial measures in

this press release that are not recognized under GAAP. Specifically, we have presented “EBITDA” and “Adjusted EBITDA”

(each as further described below). References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization

and “Adjusted EBITDA” means EBITDA, adjusted for non-recurring Proposed Transaction related expenses and non-recurring expenses

including advisory, legal, accounting, and regulatory fees related to the spin-out of Fortitude’s business from Foundry in October

2024 to form a standalone business. We use non-GAAP measures in our operational and financial decision making and believe that such non-GAAP

numbers are more representative of the performance of the business and thus instructive for our strategic planning. Specifically, with

respect to Adjusted EBITDA, we believe it is useful to exclude certain items in order to allow for period-over-period comparisons on a

more consistent basis and to focus on what we regard to be a more meaningful indicator for evaluating the underlying operating performance

of the business. We believe that these non-GAAP financial measures, while not a substitute for GAAP financial measures, provide investors

with (i) an improved ability to evaluate our underlying performance and (ii) greater transparency of the key performance metrics used

by management with respect to operational and financial decision making. In evaluating Adjusted EBITDA, you should be aware that in the

future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. The non-GAAP financial measures

presented herein are provided as supplemental information to our performance measures calculated in accordance with GAAP and should not

be considered in isolation or as a substitute for GAAP. Non-GAAP measures have limitations as an analytical tool. Some of these limitations

are: (i) Adjusted EBITDA excludes certain transaction-related expenses and non-recurring legal expenses we have incurred, such as litigation

costs and one-time accounting charges; (ii) although depreciation and amortization are non-cash charges, the assets being depreciated

and amortized may have to be replaced in the future, and the cash requirements for such replacements are not reflected in Adjusted EBITDA;

(iii) the omission of the amortization expense associated with our intangible assets further limits the usefulness of Adjusted EBITDA;

and (iv) Adjusted EBITDA does not include the payment of taxes, which is a necessary element of our operations. Because of these limitations,

such non-GAAP measures should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP

or operating cash flows determined in accordance with GAAP. Management compensates for these limitations by not viewing the non-GAAP measures

in isolation and specifically by using other GAAP measures to measure our operating performance. Further, non-GAAP financial measures

do not have any standardized meaning prescribed under GAAP and therefore may not be comparable to other issuers. As a result, you should

not consider such performance measures in isolation from, or as a substitute analysis for, our results of operations as determined in

accordance with GAAP.

With respect to projected full Fiscal 2027 Adjusted

EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility

with respect to purchase accounting adjustments, Proposed Transaction-related charges and legal settlement reserves excluded from Adjusted

EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our

future GAAP financial results.

Additional Information About the Proposed Transaction

and Where to Find It

This press release may be deemed solicitation

material in respect of the Proposed Transaction. In connection with the Proposed Transaction, HeartSciences has filed and may file additional

relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Following the filing of a definitive proxy statement

with the SEC, HeartSciences will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special

meeting relating to the Proposed Transaction. INVESTORS AND SHAREHOLDERS OF HEARTSCIENCES ARE URGED TO READ THESE MATERIALS (INCLUDING

ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT HEARTSCIENCES

WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND THE PROPOSED

TRANSACTION. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION AND

RELATED MATTERS AND IS NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF SUCH MATTERS. The

preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the Proposed Transaction (when

they become available), and any other documents filed by HeartSciences with the SEC, may be obtained free of charge at the SEC’s

website at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC by sending

a request to the HeartSciences Investor Relations Department at investorrelations@heartsciences.com.

Participants in the Solicitation

HeartSciences and Fortitude, their respective

directors and executive officers, and certain executive officers of Digital Currency Group may be deemed to be participants in the solicitation

of proxies from HeartSciences’ shareholders with respect to the Proposed Transaction. Information regarding the identity of the

potential participants, and their direct or indirect interests in the Proposed Transaction, by security holdings or otherwise, is set

forth in the preliminary proxy statement and other materials that have been or may be filed with the SEC in connection with the Proposed

Transaction.

No Offer or Solicitation

This press release and the information contained

herein is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation

to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval

in any jurisdiction, pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities

in any jurisdiction in contravention of applicable law. The Proposed Transaction will be implemented solely pursuant to the terms and

conditions of the merger agreement, which contain the full terms and conditions of the Proposed Transaction.

Investor Relations:

Integrous Communications

Mark Komonoski, Partner

Phone: 877 255 8483

Email: mkomonoski@integcom.us

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Name Securities Act

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-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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