8-K

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): September 27, 2024

HEARTCORE

ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

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.

Securities registered pursuant to Section 12(b) of the Act:

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 5.07. Submission of Matters to a Vote of Security Holders.

On September 27, 2024, HeartCore Enterprises, Inc. (the “Company”) held its 2024 virtual annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:

1.Election of Directors

Each of the following six nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified.

2.Approval of Reverse Stock Split Amendment

Stockholders approved the amendment of HeartCore’s certificate of incorporation to effectuate a reverse stock split of HeartCore’s outstanding shares of common stock, at a ratio of no less than 1-for-2 and no more than 1-for-10, with such ratio to be determined at the sole discretion of the Board, in accordance with the voting results listed below.

3.Ratification of the Company’s Independent Auditors

Stockholders ratified the appointment of MaloneBailey, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2023, in accordance with the voting results listed below.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.