HTCR 8-K
HeartCore Enterprises, Inc. (HTCR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 22, 2026, HeartCore Enterprises, Inc. (the “Company”) entered into a Stock and Debt Purchase Agreement (the “Agreement”) with Semaphore Technologies, Inc. (“Semaphore”). Pursuant to the terms of the Agreement, the Company sold its entire 51% majority ownership interest in Sigmaways, Inc. (“Sigmaways”), consisting of 229,500 shares of capital stock (the “Sigmaways Shares”), and all right, title, and interest in and to the debt obligations owed by Sigmaways to the Company, representing $2.19 million in outstanding promissory notes (the “Sigmaways Debt”).
The purchase price for the Sigmaways Shares and the Sigmaways Debt is up to $650,000, which reflects the uncertain and disputed nature of the value and collectability of the underlying assets. Pursuant to the terms of the Agreement, the payments will be as follows:
| ● | A cash payment of $1,000 at closing; and | |
| ● | An earn-out amount of up to $649,000, payable within 10 days of the end of the 12-month period following closing, calculated as 10% of Sigmaways’ Gross Revenue (as defined in the Agreement) that exceeds $5,500,000. |
As additional consideration for a mutual release of claims, the Company also contributed to Semaphore that certain Simple Agreement for Future Equity (SAFE) Note issued by Heart-Tech Health, Inc. to the Company on or about April 17, 2024, representing an original purchase amount of $350,000.
The closing of the transactions contemplated by the Agreement occurred on June 22, 2026. Following the closing, the Company has no further operational involvement or obligations with respect to Sigmaways.
The Agreement contains customary representations, warranties, and covenants, including a maximum liability cap equal to the amount actually paid to the Company (except in cases of fraud).
The foregoing summary of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 hereof is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 25, 2026, the Company issued a press release completion of the strategic divestiture of its 51% ownership interest in Sigmaways, together with the assignment of related intercompany loans and other receivables.
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Stock and Debt Purchase Agreement, dated as of June 22, 2026, by and between the registrant and Semaphore Technologies, Inc. | |
| 99.1 | Press release of the registrant issued on June 25, 2026. | |
| 104 | Cover 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 thereunto duly authorized.
| Date: June 25, 2026 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
Exhibit 10.1
STOCK AND DEBT PURCHASE AGREEMENT
Date: June 22, 2026
THIS STOCK AND DEBT PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 22, 2026, by and between (i) HeartCore Enterprises, Inc. (“HeartCore” or “Seller”) and (ii) Semaphore Technologies, Inc. (“Buyer”).
RECITALS
WHEREAS, Buyer desires to acquire 51% of the issued and outstanding shares of stock (the “Sigmaways Shares”) of Sigmaways, Inc. (“Sigmaways”) and the debt obligations owed by Sigmaways to HeartCore (the “Sigmaways Debt”) for a total purchase price of up to $650,000;
WHEREAS, pursuant to the Share Exchange and Purchase Agreement dated September 6, 2022 (as amended), HeartCore acquired a 51% majority ownership interest in Sigmaways, Inc., a California corporation;
WHEREAS, HeartCore is the record and beneficial owner of fifty-one percent (51%) of the issued and outstanding shares of Sigmaways (the “Shares”), free and clear of any liens, encumbrances, security interests, claims, or restrictions whatsoever;
WHEREAS, HeartCore and Sigmaways affirm that a certain $2.19 million loan (the “Notes”) was duly executed and that the Boards of Directors of both companies are aware of and affirm the validity and enforceability of the Notes;
WHEREAS, in order to resolve historical matters and facilitate a smooth transition, HeartCore has agreed to contribute the Heart-Tech Health SAFE Note as additional consideration for the mutual releases set forth in Exhibit A;
WHEREAS, Seller desires to sell, assign, transfer, and convey its entire 51% interest in Sigmaways to Buyer, receive the Purchase Price, and have no further involvement or obligations with respect to Sigmaways after Closing;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, the Parties hereby agree as follows:
Article I. DEFINITIONS
Section 1.01 Defined Terms.
(a) “Business” means the business carried on by or on behalf of Sigmaways as at the Closing.
(b) “Gross Revenue” means the total gross amounts actually received by Sigmaways from customers in the ordinary course of business, less refunds, credits, chargebacks, and uncollectible amounts written off.
(c) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any Governmental Authority.
(d) “Lien” means any encumbrance, mortgage, charge, pledge, security interest, lien, or adverse claim of any kind.
(e) “Transaction Documents” means this Agreement, the Release, Disclosure Schedule, Stock Power, the Notes Assignment, Board Resolution, Yamamoto Resignation, and any other document delivered in connection herewith.
(f) “Assets” means collectively the Sigmaways Shares, the Sigmaways Debt, the Heart-Tech Health SAFE Note, and all rights transferred pursuant to this Agreement.
(g) “Heart-Tech Health SAFE Note” means that certain Simple Agreement for Future Equity (SAFE) issued by Heart-Tech Health, Inc., a Delaware corporation, to HeartCore Enterprises, Inc. on or about April 17, 2024, in exchange for a purchase amount of $350,000, as further evidenced by the SAFE instrument and related Appendix A.
(h) “Closing” means the simultaneous execution and consummation of the transactions contemplated by this Agreement on the Effective Date.
(i) “Effective Date” means the date first written above.
Article II. PURCHASE AND SALE; CLOSING
Section 2.00 Simultaneous Execution and Closing.
The execution of this Agreement and the Closing shall occur simultaneously on the Effective Date. All transactions contemplated herein, including the transfer of the Sigmaways Shares and the Sigmaways Debt, shall be deemed effective concurrently upon execution of this Agreement.
Section 2.01 Purchase and Sale.
At the Closing, HeartCore shall sell and Buyer shall purchase all right, title, and interest in and to the Sigmaways Shares and the Sigmaways Debt.
Section 2.02 Purchase Price.
The total purchase price for Sigmaways Shares and the Sigmaways Debt shall be up to $650,000 (the “Purchase Price”). The Parties acknowledge that the Purchase Price reflects the uncertainty and disputed nature of the value and collectability of the Assets.
Section 2.03 Closing Payments.
(a) Closing Cash Payment: Buyer shall pay HeartCore the amount of $1,000 via wire transfer at Closing.
(b) Earn-out Amount: Within ten (10) days of the end of the 12-month period following Closing, Buyer shall pay HeartCore 10% of Sigmaways’ Gross Revenue that exceeds the Hurdle of $5,500,000, up to a maximum of $649,000. Revenue shall be recognized on a cash basis as received.
Section 2.04 Release and Acknowledgment.
(a) This Agreement is executed concurrently with the Mutual Release Agreement between Buyer and HeartCore (Exhibit A), which terms are incorporated herein by reference.
(b) This Section 2.04 shall survive Closing.
Section 2.05 Contribution of Heart-Tech Health SAFE Note. At Closing, HeartCore shall contribute the Heart-Tech Health SAFE Note to Buyer as additional consideration for the mutual releases.
Section 2.06 Assignment and Successors.
Buyer may assign this Agreement or any of its rights or obligations to a Permitted Transferee without Seller’s consent. Buyer shall provide Seller with prompt written notice of any such assignment.
Article III. REPRESENTATIONS AND WARRANTIES OF BUYER
Section 3.01 Existence and Power. Buyer is a corporation, duly organized and validly existing under the Laws of Florida.
Section 3.02 Power and Authority. Buyer has all requisite power and authority to execute and perform its obligations under this Agreement.
Section 3.03 Authorization. The execution and delivery of this Agreement have been duly authorized by all necessary actions.
Section 3.04 No Conflicts. This Agreement does not violate any Law, contract, or organizational document applicable to Buyer.
Section 3.05 Accredited Investor. Buyer is an “accredited investor” as defined in Rule 501 of Regulation D.
Section 3.06 No Other Representations. Buyer purchases the Assets “as is” with all faults.
Article IV. REPRESENTATIONS AND WARRANTIES OF HEARTCORE
Section 4.01 Organization and Power. HeartCore is a corporation duly incorporated and in good standing under the Laws of Delaware.
Section 4.02 Power and Authority. HeartCore has all requisite power and authority to perform its obligations under this Agreement.
Section 4.03 Debt Carrying Value. HeartCore represents that the $2.19M Sigmaways Debt was carried on its books as an asset as of December 31, 2025, and to HeartCore’s knowledge, no write-down of such debt has been recorded.
Section 4.04 Title. HeartCore is the record and beneficial owner of the Assets, free and clear of all Liens.
Section 4.05 Capitalization. The Sigmaways Shares constitute 51% of the outstanding shares of Sigmaways.
Section 4.06 Accounts Receivable. HeartCore makes no representations or warranties concerning collectability of any of the accounts receivable of Sigmaways.
Article V. LIABILITY AND SURVIVAL
Section 5.01 Survival. The representations in Section 4.03 (Debt) and 4.04 (Title) shall survive until the expiration of the applicable statute of limitations. All other representations survive for 12 months.
Section 5.02 Legacy Wage Obligations.
The Parties acknowledge that Sigmaways has certain unpaid wage, salary, and compensation claims from current and former employees. The Parties agree that Wage Claims are the primary responsibility of Sigmaways as the employer.
Section 5.03 Liability Limit. The maximum liability of either Party is capped at the amount actually paid to HeartCore by Buyer as the Purchase Price; provided, however, that such limitation shall not apply to fraud.
Section 5.04 Governing Law; Jurisdiction. This Agreement is governed by the Laws of Delaware. Exclusive jurisdiction lies in New Castle County, Delaware.
Section 5.05 Specific Performance. Buyer is entitled to an injunction or specific performance to enforce the transfer of Assets.
Section 5.06 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 5.07 Post-Closing Operations. During the Earn-out Period, Buyer shall act in good faith.
Section 5.08 Expenses. Each Party is responsible for its own costs associated with this transaction.
Section 5.09 Entire Agreement. This Agreement and the Transaction Documents constitute the entire agreement between the Parties and supersede all prior understandings.
Section 5.10 Counsel and Drafting. Each Party acknowledges they have consulted with counsel and participated in the drafting of this Agreement.
Section 5.11 Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if delivered personally or sent by email or overnight courier to the following addresses:
| If to Buyer: | |
| Martin Chow | |
| If to Seller: | |
| Sumitaka Yamamoto | |
| HeartCore Enterprises, Inc. | |
| 14F, Shibuya Sakura Stage Central Building, 1-2 Sakuragaoka-cho, | |
| Shibuya-ku, Tokyo, Japan 150-0031 |
Article VI. POST-CLOSING COVENANTS
Section 6.01 Operation of the Business. Following Closing, Buyer will operate the Business in a manner consistent with sound business judgment.
Section 6.02 Earn-out Obligations. During the Earn-out Period, Buyer shall act in good faith.
See Attached Documents
Exhibit A: Mutual Release Agreement
Exhibit B: Disclosure Schedule
Exhibit C: Irrevocable Stock Power
Exhibit D: Notes Assignment Agreement
Exhibit E: Board Resolution
Exhibit F: Resignation of Director (Yamamoto)
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.
| HEARTCORE ENTERPRISES, INC. | ||
| By: | /s/ Sumitaka Yamamoto | |
| Name: | Sumitaka Yamamoto | |
| Title: | CEO | |
| SEMAPHORE TECHNOLOGIES, INC. | ||
| By: | /s/ Martin Chow | |
| Name: | Martin Chow | |
| Title: | President | |
Exhibit 99.1
HeartCore Completes Strategic Divestiture of Sigmaways
Transaction advances portfolio optimization strategy, reduces exposure to non-core loss-making operations, and supports focus on cornerstone capital markets and financial services initiatives
NEW YORK and TOKYO, June 25, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, completed the strategic divestiture of its 51% ownership interest in Sigmaways, Inc. (“Sigmaways”), together with the assignment of related intercompany loans and other receivables, to a third party.
The divestiture is part of HeartCore’s ongoing efforts to streamline its operating structure, strengthen its consolidated financial profile, and focus resources on higher-priority growth initiatives, including its Go IPO consulting services and potential expansion into financial services and capital markets advisory-related businesses. To date, the Company currently has three Go IPO client engagements and two M&A advisory engagements.
Strategic Rationale
| ● | Reduces exposure to a non-core, loss-making subsidiary: Sigmaways has experienced continued revenue declines and operating losses since its acquisition in 2023, creating an ongoing drag on HeartCore’s consolidated results. | |
| ● | Addresses negative equity impact: As of March 31, 2026, Sigmaways had a shareholders’ deficit of approximately $3.6 million (unaudited), which has weighed on HeartCore’s consolidated balance sheet. | |
| ● | Enhances operational focus: The transaction allows HeartCore to dedicate management attention and capital resources to its core strategic priorities, including Go IPO services, financial services and capital markets advisory opportunities. | |
| ● | Improves go-forward financial positioning: By separating Sigmaways from HeartCore’s consolidated operations, the Company expects to reduce future exposure to Sigmaways’ operating losses and working capital needs. |
Management Commentary
HeartCore CEO Sumitaka Kanno commented, “The completion of this divestiture represents an important step in our broader effort to optimize HeartCore’s business portfolio and improve our go-forward financial profile. Sigmaways has faced a challenging operating environment, including declining revenue, continued losses, and negative shareholders’ equity. After careful evaluation, we believe that separating this non-core business is the most prudent path to reducing financial drag and allowing HeartCore to focus more effectively on areas where we see stronger long-term growth potential.
“We remain focused on expanding our Go IPO client base, enhancing the quality of our pipeline, and building the organizational foundation for potential growth in financial services and capital markets-related opportunities. We believe this transaction right sizes HeartCore and supports that strategy by simplifying our structure, reducing exposure to non-core losses, and enabling a more disciplined allocation of management and financial resources.”
About HeartCore Enterprises, Inc.
HeartCore Enterprises, Inc. is headquartered in Tokyo, Japan, and is a leading consulting services company providing U.S. market listing support and related advisory services primarily to Japanese corporate clients. For more information, please visit https://heartcore-enterprises.com/.
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, but are not limited to, statements regarding the expected benefits of the Sigmaways divestiture, the anticipated impact of the transaction on HeartCore’s financial profile, operating structure, strategic focus, future business priorities, and growth opportunities.
Forward-looking statements are subject to 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 undue reliance on forward-looking statements, which speak only as of the date of this press release. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, 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.
John Yi and Steven Shinmachi
(949) 574-3860