8-K

HeartCore Enterprises, Inc. (HTCR)

8-K 2025-03-31 For: 2025-03-31
View Original
Added on April 07, 2026

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):March 31, 2025

HEARTCORE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-41272 87-0913420
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification Number)

1-2-33, Higashigotanda, Shinagawa-ku, Tokyo,Japan

(Address of principal executive offices)

+81-3-6409-6966

(Registrant’s telephone number, including area code)

N/A

(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 obligations 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 HTCR Nasdaq Capital Market

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. Resultsof Operations and Financial Condition.

On March 31, 2025, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2024. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.

The information included in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. FinancialStatements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press release of the registrant issued on March 31, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.

HEARTCORE ENTERPRISES, INC.
Dated: March 31, 2025 By: /s/ Sumitaka Yamamoto
Name: Sumitaka Yamamoto
Title: Chief Executive Officer

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Exhibit 99.1

HeartCore Reports 2024 Financial Results

NEW YORK and TOKYO, March 31, 2025 (GLOBE NEWSWIRE) – HeartCoreEnterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), a leading enterprise software and consulting services company based in Tokyo, reported financial results for the year ended December 31, 2024.

Recent Operational & Financial Highlights

2024 revenue increased 39% to $30.4 million year-over-year
HeartCore recorded $7.2 million in impairment of goodwill and intangible<br>asset related to acquisition of its subsidiary Sigmaways. The losses are considered as a one-time occurrence that will not affect the<br>Company’s business and financial performance in the future quarters.
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Established<br> new business development team aimed at strengthening customer success across HeartCore’s<br> CMS business
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Announced<br> plans to expand the Go IPO consulting business into South Korea. The Company adjusted its<br> scheduled South Korea IPO seminar event to September 2025
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Announced<br> new digital customer experience initiatives and cross-selling efforts
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Regained<br> compliance with Nasdaq’s continued listing requirements
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Expanded<br> CMS platform offering into a SaaS delivery model
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Entered<br> into a sales collaboration with Tosho Computer Systems Co., Ltd.
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Announced<br> transition from annual contracts to multi-year agreements for core software business contracts
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Partnered<br> with NTT Data Business Brains Corporation to enhance website development service capabilities
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Achieved<br> top market share in Japan for nine consecutive years
--- ---
Awarded<br> new contract from Fourmix Co., Ltd. to implement CMS platform
--- ---

Management Commentary

HeartCore CEO Sumitaka Kanno commented: “Over the past year, we made several strategic advancements in our software business model, all aimed at driving sustainable and predictable revenue growth, improving margins, and enhancing our ability to effectively cross-sell and upsell to our 1,000+ enterprise customers. While we are confident that the initiatives we have implemented will yield meaningful returns, we have also recognized that strategic acquisitions will be critical to maintaining our market leadership in Japan and sustaining our strong customer retention rate. With a well-established customer base built over the years, our acquisition strategy will primarily focus on deepening wallet share with each client we are engaged with, while seamlessly complementing and enhancing our existing suite of software solutions. This will include acquiring companies with synergistic technologies that align with our core offerings and leveraging effective use of AI to strengthen our value proposition and competitive edge. Outside of acquisitions, another key focus for HeartCore will be to accelerate the development of new products geared for global expansion in 2025, with the target launch aimed for the first half of 2026. Currently, only a small portion of our customer base consists of enterprises outside of Japan. By focusing on creating globally scalable solutions and enhancing our offerings with synergistic technologies through strategic acquisitions, we aim to expand our presence across international markets and drive additional growth in our software business.”

“Looking at our financial performance, we recorded approximately $7.2 million in impairment of goodwill and intangible asset, primarily related to our subsidiary, Sigmaways. While these losses impacted our full-year results, they are classified as one-time occurrences and are not expected to affect our financial performance in future quarters. To address this, we have already implemented several corrective measures, including separating Sigmaways’ liabilities and suspending all transactions with small venture companies to minimize any non-essential costs. While net loss for the year was $5.2 million, we believe a more relevant measure of our performance is adjusted EBITDA, which totaled $7.3 million for 2024, as it excludes the losses related to Sigmaways. Nevertheless, our subsidiaries continue to deliver synergistic technologies that enable us to effectively upsell and cross-sell to our shared clients. We believe that over the long term, as we continue to develop and innovate our solutions, acquire new technologies through M&A, and tap into mutual client portfolios across our partners and subsidiaries, we will drive positive outcomes for our financial performance.”

“Outside of exploring synergistic M&A opportunities within our software business to fuel growth, we are also focused on expanding our Go IPO business. We recently announced our plans to extend our service into South Korea and have formed a strategic partnership with a venture fund in the region. To kick off this initiative, we will be hosting a seminar in September of this year. South Korea will be the first of several markets we aim to expand into across the APAC region, as IPO interests from foreign issuers have steadily increased over the years. Expanding beyond Japan’s borders marks a significant milestone for our Go IPO business, opening up new opportunities for us to leverage. To ensure successful market entry, we are actively seeking strategic partnerships, such as in South Korea, to gain access to their clientele portfolio that are interested in our services. We remain dedicated to executing both lines of business and look forward to our growth prospects throughout 2025.”

2024 Financial Results

Revenues increased 39% to $30.4 million, compared to $21.8 million in the same period last year. The increase was primarily due to revenue from warrants and ordinary shares associated with the successful listing of two Go IPO consulting service clients.

Gross profit increased 121% to $17.8 million, compared to $8.1 million in the same period last year. The increase was primarily due to the aforementioned reason.

Operating expenses increased 46% to $17.8 million, compared to $12.2 million in the same period last year. The increase was primarily due to impairment of goodwill and intangible asset totaling approximately $7.2 million primarily related to our subsidiary, Sigmaways. The Company anticipates these impairment losses to be a one-time occurrence and does not foresee any material impact on its financial performance in future quarters.

Net loss for 2024 was $5.2 million. Net loss attributable to HeartCore improved to $1.5 million, compared to a loss of $4.2 million in the same period last year.

Adjusted EBITDA for the year totaled $7.3 million compared to $(3.6) million in the same period last year.

As of December 31, 2024, the Company had cash and cash equivalents of $2.1 million, compared to $1.0 million on December 31, 2023.

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About HeartCore Enterprises, Inc.

Headquartered in Tokyo, Japan, HeartCore Enterprises is a leading enterprise software and consulting services company. HeartCore offers Software as a Service (SaaS) solutions to enterprise customers in Japan and worldwide. The Company also provides data analytics services that allow enterprise businesses to create tailored web experiences for their clients through best-in-class design. HeartCore’s customer experience management platform (CXM Platform) includes marketing, sales, service and content management systems, as well as other tools and integrations, which enable companies to enhance the customer experience and drive engagement. HeartCore also operates a digital transformation business that provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises. HeartCore’s GO IPO^SM^ consulting services helps Japanese-based companies go public in the U.S. Additional information about the Company's products and services is available at and https://heartcore-enterprises.com/.

Non-GAAP Financial Measures Disclaimer

This document includes references to adjusted EBITDA, which is a non-GAAP financial measure. For the purposes of this presentation, adjusted EBITDA is calculated by adjusting net loss to exclude depreciation and amortization, impairment of intangible asset, and impairment of goodwill.

This measure is presented as supplemental information and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP.

Management believes that this adjusted EBITDA provides useful information to investors by highlighting the company’s core operational performance, excluding non-cash and non-recurring items. However, non-GAAP financial measures have limitations and should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

Item FY24 FY23
Net Loss -$ 5.2<br> million -$ 4.9<br> million
(+) Depreciation $ 0.1<br> million $ 0.1<br> million
(+) Impairment loss on goodwill $ 3.3<br> million $ 0.0<br> million
(+) Impairment loss on intangible<br> assets $ 3.9<br> million $ 0.0<br> million
(+) Changes in fair value<br> of investments in marketable securities $ 2.4<br> million $ 0.6<br> million
(+) Changes in fair value<br> of investment in warrants -$ 1.7<br> million $ 0.5<br> million
(+) Loss on sale of warrants $ 4.0<br> million $ 0.0<br> million
(+) Impairment of investment<br> in equity securities $ 0.3<br> million $ 0.0<br> million
(+) Loss on forgiveness of<br> note receivable $ 0.1<br> million $ 0.0<br> million
(+) Interest income $ 0.0<br> million -$ 0.1<br> million
(+) Interest expenses $ 0.1<br> million $ 0.2<br> million
(+) Government grants $ 0.0<br> million -$ 0.1<br> million
Adjusted EBITDA $ 7.3<br> million -$ 3.6<br> million

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believed,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks, and uncertainties are discussed in HeartCore’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond HeartCore’s control which could, and likely will materially affect actual results, and levels of activity, performance, or achievements. Any forward-looking statement reflects HeartCore’s current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.

HeartCore Investor Relations Contact:

Gateway Group, Inc.

Matt Glover and John Yi

HTCR@gateway-grp.com

(949) 574-3860

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HEARTCORE ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS


December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents 2,121,089 $ 1,012,479
Accounts receivable 1,950,050 2,623,682
Investments in marketable securities 4,495,703 642,348
Investment in equity securities - 300,000
Prepaid expenses 458,839 536,865
Current portion of long-term note receivable 100,000 100,000
Due from related party 40,139 44,758
Other current assets 251,545 234,761
Total current assets 9,417,365 5,494,893
Non-current assets:
Accounts receivable, non-current 752,930 -
Property and equipment, net 584,854 763,730
Operating lease right-of-use assets 1,936,097 2,467,889
Intangible asset, net - 4,515,625
Goodwill - 3,276,441
Long-term investment in warrants 577,786 2,004,308
Long-term note receivable 100,000 200,000
Deferred tax assets 152,300 369,436
Security deposits 307,996 348,428
Long-term loan receivable from related party 123,928 182,946
Other non-current assets 11,778 71
Total non-current assets 4,547,669 14,128,874
Total assets 13,965,034 $ 19,623,767
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 2,039,323 $ 1,757,038
Accounts payable and accrued expenses - related party 47,199 -
Accrued payroll and other employee costs 675,502 723,305
Due to related parties 932 1,476
Short-term debt - 135,937
Short-term debt - related party 75,000 -
Current portion of long-term debts 401,255 371,783
Insurance premium financing 16,626 -
Factoring liability 172,394 562,767
Operating lease liabilities, current 371,951 396,535
Finance lease liabilities, current 15,956 17,445
Income tax payables 822,014 162,689
Deferred revenue 1,876,490 2,166,175
Other current liabilities 907,080 216,405
Total current liabilities 7,421,722 6,511,555
Non-current liabilities:
Long-term debts 1,238,813 1,770,352
Operating lease liabilities, non-current 1,614,996 2,135,160
Finance lease liabilities, non-current 43,593 66,779
Deferred tax liabilities - 1,264,375
Other non-current liabilities 183,895 208,732
Total non-current liabilities 3,081,297 5,445,398
Total liabilities 10,503,019 11,956,953
Shareholders' equity:
Preferred shares (0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and 2023) - -
Common shares (0.0001 par value, 200,000,000 shares authorized; 21,937,987 and 20,842,690 shares issued and outstanding as of December 31, 2024 and 2023, respectively) 2,193 2,083
Subscription receivable (103,942 ) -
Additional paid-in capital 20,656,153 19,594,801
Accumulated deficit (16,244,843 ) (14,763,469 )
Accumulated other comprehensive income 343,936 331,881
Total HeartCore Enterprises, Inc. shareholders' equity 4,653,497 5,165,296
Non-controlling interests (1,191,482 ) 2,501,518
Total shareholders' equity 3,462,015 7,666,814
Total liabilities and shareholders' equity 13,965,034 $ 19,623,767

All values are in US Dollars.


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HEARTCORE ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVELOSS


For the year ended<br><br> December 31, For the year ended<br><br> December 31,
2024 2023
Revenues $ 30,407,229 $ 21,845,830
Cost of revenues 12,579,359 13,778,416
Gross profit 17,827,870 8,067,414
Operating expenses:
Selling expenses 1,255,368 1,516,247
General and administrative expenses 8,623,587 9,651,381
Research and development expenses 729,584 1,019,141
Impairment of intangible asset 3,878,125 -
Impairment of goodwill 3,276,441 -
Total operating expenses 17,763,105 12,186,769
Income (loss) from operations 64,765 (4,119,355 )
Other income (expenses):
Changes in fair value of investments in marketable securities (2,412,385 ) (615,520 )
Changes in fair value of investment in warrants 1,657,699 (501,445 )
Loss on sale of warrants (3,970,628 ) -
Impairment of investment in equity securities (300,000 ) -
Loss on forgiveness of note receivable (100,000 ) -
Interest income 18,835 70,624
Interest expenses (144,033 ) (162,968 )
Government grants - 76,612
Other income 260,918 366,283
Other expenses (424,893 ) (124,595 )
Total other expenses (5,414,487 ) (891,009 )
Loss before income tax benefit (5,349,722 ) (5,010,364 )
Income tax benefit (136,822 ) (133,664 )
Net loss (5,212,900 ) (4,876,700 )
Less: net loss attributable to non-controlling interests (3,731,526 ) (686,810 )
Net loss attributable to HeartCore Enterprises, Inc. $ (1,481,374 ) $ (4,189,890 )
Other comprehensive loss:
Foreign currency translation adjustment (16,614 ) (34,628 )
Total comprehensive loss (5,229,514 ) (4,911,328 )
Less: comprehensive loss attributable to non-controlling interests (3,760,195 ) (688,482 )
Comprehensive loss attributable to HeartCore Enterprises, Inc. $ (1,469,319 ) $ (4,222,846 )
Net loss per common share attributable to HeartCore Enterprises, Inc.
Basic $ (0.07 ) $ (0.21 )
Diluted $ (0.07 ) $ (0.21 )
Weighted average common shares outstanding
Basic 20,940,956 20,404,642
Diluted 20,940,956 20,404,642

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HEARTCORE ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended<br><br> December 31, For the year ended<br><br> December 31,
2024 2023
Cash flows from operating activities:
Net loss $ (5,212,900 ) $ (4,876,700 )
Adjustments to reconcile net loss to net cash flows
used in operating activities:
Depreciation and amortization expenses 749,639 683,019
Loss (gain) on disposal of property and equipment 1,894 (4,514 )
Amortization of debt issuance costs 4,567 3,733
Non-cash lease expense 365,531 346,070
Loss (gain) on termination of lease (469 ) 76
Impairment of intangible asset 3,878,125 -
Impairment of goodwill 3,276,441 -
Deferred income taxes (1,076,600 ) (291,596 )
Stock-based compensation 368,744 1,430,513
Marketable securities received as noncash consideration (572,010 ) -
Warrants received as noncash consideration (12,969,683 ) (3,763,621 )
Changes in fair value of investments in marketable securities 2,412,385 615,520
Changes in fair value of investment in warrants (1,657,699 ) 501,445
Loss on sale of warrants 3,970,628 -
Impairment of investment in equity securities 300,000 -
Impairment of investment in SAFE 75,000 -
Loss on forgiveness of note receivable 100,000 -
Changes in assets and liabilities:
Accounts receivable (193,369 ) (338,312 )
Prepaid expenses 210,477 359,310
Other assets (38,336 ) (133,550 )
Accounts payable and accrued expenses 331,685 532,790
Accounts payable and accrued expenses - related party 47,955 -
Accrued payroll and other employee costs 3,623 152,101
Due to related parties (1,338 ) 1,123
Operating lease liabilities (371,877 ) (327,877 )
Income tax payables 669,142 162,045
Deferred revenue (156,527 ) 553,130
Other liabilities 710,001 64,086
Net cash flows used in operating activities (4,774,971 ) (4,331,209 )
Cash flows from investing activities:
Purchases of property and equipment (7,446 ) (526,260 )
Proceeds from disposal of property and equipment - 24,814
Advance on note receivable - (600,000 )
Purchase of investment in SAFE (75,000 ) -
Net proceeds from sale of warrants 5,640,000 -
Proceeds from sale of marketable securities 749,546 -
Repayment of loan provided to related party 42,104 45,404
Payment for acquisition of subsidiary, net of cash acquired - (724,910 )
Net cash flows provided by (used in) investing activities 6,349,204 (1,780,952 )
Cash flows from financing activities:
Payments for finance leases (16,766 ) (22,422 )
Proceeds from short-term and long-term debts 68,138 710,107
Proceeds from related party debt 75,000 -
Repayment of short-term and long-term debts (554,553 ) (711,395 )
Repayment of insurance premium financing (156,063 ) (389,035 )
Net proceeds from factoring arrangement - 562,767
Net repayment of factoring arrangement (390,373 ) -
Payments for debt issuance costs - (13,828 )
Distribution of dividends (834,566 ) -
Capital contribution from non-controlling shareholder 67,195 -
Proceeds from issuance of common shares 1,423,342 -
Net cash flows provide by (used in) financing activities (318,646 ) 136,194
Effect of exchange rate changes (146,977 ) (188,880 )
Net change in cash and cash equivalents 1,108,610 (6,164,847 )
Cash and cash equivalents - beginning of the year 1,012,479 7,177,326
Cash and cash equivalents - end of the year $ 2,121,089 $ 1,012,479
Supplemental cash flow disclosures:
Interest paid $ 143,101 $ 85,634
Income taxes paid $ 298,466 $ 91,707
Non-cash investing and financing transactions
Finance lease right-of-use assets obtained in exchange for finance lease liabilities $ - $ 93,217
Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 125,735 $ 317,040
Remeasurement of operating lease liabilities and right-of-use assets due to lease modification $ 23,956 $ 30,186
Insurance premium financing $ 172,689 $ 389,035
Common shares issued for acquisition of subsidiary $ - $ 3,150,000
Warrants converted to marketable securities $ 6,443,276 $ 1,257,868
Note receivable converted to investment in equity securities $ - $ 300,000
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