HeartSciences Inc. 8-K

What Happened
On January 13, 2026, HeartSciences Inc. announced it entered into a Note Purchase Agreement with Streeterville Capital, LLC under which Streeterville purchased an unsecured promissory note. The note has a stated face amount of $3,605,000 (which includes a $600,000 original issue discount and $5,000 of Streeterville’s transaction expenses), providing the Company with $3,000,000 in gross proceeds. The note carries a 12% annual interest rate, matures 18 months after issuance, and contains redemption, prepayment, covenant and default provisions.

Key Details

• Net proceeds to HeartSciences: $3,000,000; stated note amount: $3,605,000 (includes $600,000 OID + $5,000 expenses).
• Interest and term: 12% per year; maturity 18 months from issuance (Jan 13, 2026).
• Repayment mechanics: beginning six months after issuance, Streeterville may require monthly redemptions up to $405,000; if outstanding balance is not reduced by at least $1,250,000 by the 12-month anniversary, the balance automatically increases by 5%.
• Defaults and remedies: customary covenants and events of default; on certain defaults the rate increases automatically to the lesser of 18% or the maximum lawful rate; the agreement includes indemnification protections for Streeterville. The Company treated the issuance as a private placement under Section 4(a)(2) and Rule 506.

Why It Matters
This filing documents a new material debt financing that adds short-term leverage and interest expense to HeartSciences’ balance sheet. The original issue discount reduced the cash the company received compared with the note’s face amount, and the 12% interest rate and potential rate increases on default make this a relatively costly source of capital. Monthly redemption rights and default-triggered acceleration or higher interest could affect the company’s near-term cash needs and flexibility. Investors should watch the company’s cash runway, debt paydown progress (including the 12-month reduction threshold), and any future disclosures about covenant compliance or further financings.