8-K
HeartCore Enterprises, Inc. (HTCR)
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
Dateof report (Date of earliest event reported): February 7, 2023
HEARTCORE
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41272 | 87-0913420 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock | HTCR | Nasdaq<br> 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. ☐
Item7.01. Regulation FD Disclosure.
On February 7, 2023, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that the Company has completed its acquisition of a 51% stake in Sigmaways, Inc.
The information included in this Item 7.01, 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by the registrant on February 7, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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:<br> February 7, 2023 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka<br> Yamamoto | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
HeartCoreCompletes Acquisition of Sigmaways
NEWYORK, NY and TOKYO, JAPAN – February 7, 2023 – HeartCore Enterprises, Inc. (“HeartCore” or the “Company”), a leading software development company, has completed the previously announced agreement to acquire a 51% majority stake in privately-held Sigmaways, Inc. (“Sigmaways”), a software engineering service provider delivering IT solutions.
With a number of blue-chip, U.S. based clients and affiliates, Sigmaways augments HeartCore’s existing customer base, and also adds incremental software engineering capabilities such as Big Data & Cloud services, API Management, and Microservices architecture, and more. Moreover, the acquisition expands HeartCore’s operational footprint into the U.S. and will reduce its development costs across all existing operating verticals.
AcquisitionSummary and Rationale
| ● | Sigmaways<br> increased revenue by approximately 48% to $12.9 million (unaudited) in FY 2022, compared<br> to $8.7 million (unaudited) in FY 2021 |
|---|---|
| ● | Expands<br> HeartCore’s operational footprint into the U.S. and adds significant revenue to its<br> top line |
| ● | Provides<br> complementary cross-sell and upsell opportunities for both companies |
| ● | Reduces<br> production costs, transitioning from outsourcing to leveraging Sigmaways’ team |
| ● | Shared<br> corporate philosophy of putting the customers first |
“The majority stake acquisition of Sigmaways marks an inflection point in HeartCore’s history,” said Company CEO Sumitaka Yamamoto. “We intend to capitalize on the myriad of synergies between our two organizations, as the number of opportunities to cross-sell and upsell our software solutions among our joint robust slate of customers remain vast. More specifically, Sigmaways’ high-quality of work and sticky business model of multi-year contracts to develop their clients’ IT, has resulted in deals with existing, highly regarded customers such as MasterCard, Live Nation, Ikea, and more; we remain keen on selling our Content Management System and Digital Transformation software to their clients. All in all, I am very pleased with the acquisition of a healthy and growing company that has increased year-over-year revenue by approximately 48% to $12.9 million and look forward to the value this will generate for both organizations.”
In connection with closing of the acquisition, the Company agreed to acquire from Prakash Sadasivam, founder of Sigmaways, 229,500 shares or 51% of Sigmaways outstanding stock. In exchange, HeartCore issued to Mr. Sadasivam, 2,000,000 shares of its common stock, $1,000,000 in cash, and a common stock purchase warrant to acquire 1,900,000 shares of the Company’s common stock. Additionally, two persons designated by HeartCore have been named to Sigmaways’ Board of Directors while Mr. Sadasivam has been added to HeartCore’s Board of Directors and now serves as the Company’s Chief Strategy Officer.
AboutHeartCore Enterprises, Inc.
Headquartered in Tokyo, Japan, HeartCore Enterprises is a leading software development company offering 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. Furthermore, HeartCore offers “Go IPO,” a consulting service where it assists private companies with uplisting onto the Nasdaq Stock Market. Additional information about the Company’s products and services is available at www.heartcore.co.jp and https://heartcore-enterprises.com/.
Forward-LookingStatements
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 “believe,” “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.
HeartCoreInvestor Relations Contact:
Gateway Group, Inc.
Matt Glover and John Yi
HTCR@gatewayir.com
(949) 574-3860