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Get filing alertsHeartSciences amends CFO agreement, grants 25,000 RSUs ahead of Fortitude Mining merger
Filed July 10, 2026 · Period ending July 7, 2026 · ~1 min read
Key Changes
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CFO Danielle Watson granted 25,000 RSUs vesting quarterly over one year post-merger close, with full acceleration upon involuntary termination or change of control
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Watson's employment agreement amended to provide six months base salary severance, six months COBRA, and full equity vesting acceleration if terminated without cause or resigns for good reason
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Compensation changes tied to pending Fortitude Mining acquisition announced June 23, 2026, under which HeartSciences will become sole managing member of Fortitude
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
HeartSciences amended CFO Danielle Watson's employment agreement and granted her 25,000 restricted stock units in connection with the company's pending acquisition of Fortitude Mining HoldCo, announced June 23, 2026. The RSU grant vests quarterly over one year following the merger close, with full acceleration if Watson is terminated without cause, resigns for good reason, or upon a change of control event other than the Fortitude merger itself. The employment agreement amendment establishes severance terms: six months base salary, six months COBRA coverage, and full vesting of pre-close equity awards if Watson is terminated without cause or resigns for good reason.
For retail holders, these are standard retention and change-of-control provisions designed to keep key management in place through a transformational merger. The Fortitude acquisition will shift HeartSciences from its current medical device focus into mining operations, making CFO continuity material to integration execution. The filing also references unregistered equity sales under Item 3.02, but provides no substantive details—the disclosure is incorporated by reference from another section not included in the filing excerpt.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
8-K references unregistered equity sales disclosure incorporated from another item; no substantive details provided in Item 3.02.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The disclosure required by this Item is included in
The filing triggers Item 3.02 (Unregistered Sales of Equity Securities) but provides no substantive information in that section. The text indicates the required disclosure is incorporated by reference from another item in the 8-K, which is not included in the provided excerpt. Without the referenced content, the nature, size, and terms of any equity issuance cannot be determined.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
HeartSciences amended CFO Danielle Watson's employment agreement and granted 25,000 RSUs in connection with pending Fortitude Mining acquisition.
Added in current filing · verify on EDGAR →
on July 7, 2026, HeartSciences entered into an amendment (the “Watson EA Amendment”) to the Employment Agreement, dated as of October 15, 2021 (the “Watson Employment Agreement”), with Danielle Watson, HeartSciences’ current Chief Financial Officer, to provide that if Ms. Watson’s employment is terminated by HeartSciences without “Cause” or by Ms. Watson for “Good Reason” (each as defined in the Watson EA Amendment), she would be entitled to (i) payment of her accrued but unpaid base salary, accrued but unused vacation pay and unreimbursed business expenses, (ii) a severance payment equal to six months of her then-current base salary payable in one lump sum, (iii) company-paid or reimbursed COBRA premiums for herself and her eligible dependents for up to six months following termination (or, if earlier, until she becomes eligible for coverage under another group health plan or ceases to be eligible for COBRA), and (iv) 100% acceleration of the vesting of any unvested equity awards granted to her prior to the date of the Closing.
HeartSciences amended CFO Danielle Watson's employment agreement in connection with the pending Fortitude Mining acquisition. The amendment establishes severance terms if Watson is terminated without cause or resigns for good reason: six months base salary, six months COBRA coverage, and full acceleration of unvested equity awards granted before the merger closes. The amendment also provides for discretionary annual performance bonuses payable in cash or stock.
Added in current filing · verify on EDGAR →
in connection with the Transactions and subject to the Closing, the Compensation Committee granted an award of 25,000 restricted stock units of Parent (the “RSUs”) to Ms. Watson (the “Equity Award”) under Parent’s 2023 Equity Incentive Plan (as amended, modified or restated from time to time, the “Plan”). The RSUs were granted on July 7, 2026. Each vested RSU shall be settled by delivery to Ms. Watson of one share of Parent’s common stock. The RSUs shall vest in full and shall be settled promptly after the date on which the following conditions are satisfied: (i) occurrence of the Closing and (ii) (x) one-fourth of the RSUs shall vest on the three-month anniversary of the date of the Closing (the “Initial Vesting Date”) and (y) thereafter, one-fourth of the RSUs shall vest on each subsequent three-month anniversary of the Initial Vesting Date (each an “Additional Initial Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of the RSUs shall fully vest on the one-year anniversary of the date of the Closing
HeartSciences granted CFO Danielle Watson 25,000 restricted stock units on July 7, 2026, contingent on the Fortitude merger closing. The RSUs vest quarterly over one year following the merger close, with each quarter vesting 25% of the award. Full acceleration occurs upon termination without cause, resignation for good reason, or a change of control event other than the Fortitude merger itself.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 11, 2026 · How we verify