HEARTSCIENCES INC.
PROSPECTUS
$200,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
This prospectus will allow HeartSciences Inc. (the "Company", "we", "us" or "our") to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $200,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer shares of our common stock or preferred stock upon conversion of or in exchange for the debt securities; common stock or preferred stock or debt securities upon the exercise of warrants or rights.
This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest.
Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution" in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
We previously completed our initial public offering of units (the "IPO Units") consisting of shares of our common stock and warrants to purchase shares of our common stock (the "IPO Warrants"), on June 17, 2022. Our common stock and our IPO Warrants are listed on the Nasdaq Capital Market under the symbols "HSCS" and "HSCSW", respectively. On September 22, 2026, the last reported sale price of our common stock on Nasdaq Capital Market was $4.61 per share and the price of our warrants was $0.04.