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
Date of report (Date of earliest event reported):July 2, 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 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 7.01. RegulationFD Disclosure.
On July 2, 2025, HeartCore Enterprises, Inc. issued a press release announcing that it had signed a consulting agreement with Cipher Core Co., Ltd. for its Go IPO consulting services. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the registrant issued on July 2, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: July 2, 2025 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka Yamamoto | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
HeartCore Signs 16^th^ Go IPO Contract
NEW YORK and TOKYO, July 2, 2025 (GLOBENEWSWIRE) -- HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), a leading enterprise software and IPO consulting services company based in Tokyo, announced that it has signed an agreement (“Consulting Agreement”) with Cipher Core Co., Ltd. (“Cipher Core”) for its 16^th^ Go IPO consulting service win.
As compensation for its services, Cipher Core will pay HeartCore an aggregate of $500,000 in fees, and issue to HeartCore a warrant to acquire 3% of Cipher Core’s capital stock, on a fully diluted basis. In the event that the Consulting Agreement extends beyond the initial 12-month term, the Company shall be compensated on an hourly basis for the time spent delivering its consulting services. The number of warrant shares, which is fully earned, vested, and non-returnable, may be subject to adjustments.
“Our second Go IPO contract for the year reflects the continued interest among Japanese growth companies in pursuing a U.S. listing amid a challenging IPO market,” said HeartCore CEO Sumitaka Kanno. “While we remain cautiously optimistic, our Go IPO pipeline continues to show momentum. We continue to engage in exploratory discussions with a number of companies across the Asia-Pacific region, many of whom are assessing the timing and viability of a U.S. listing. Encouragingly, several Asia-based growth companies, including a few of our own clients, are on track to finalize their listings later this year. We anticipate these upcoming listings will serve as a catalyst, prompting other companies weighing their options to accelerate their U.S. IPO plans. As deal activity picks up, we believe the groundwork we’re laying today will convert into meaningful deal inflow in the long-term.”
As part of the Consulting Agreement, HeartCore agreed to assist Cipher Core in its efforts to go public and list on the Nasdaq Stock Market (“Nasdaq”). Through Go IPO, the Company services clients by assisting throughout the underwriter, auditor, and legal firm hiring and negotiation process, translating requested documents into English, assisting in the preparation of documentation for internal controls required for an IPO or de-SPAC or other fundamental transactions, conversion of accounting data from Japanese standards to U.S. GAAP, providing support services to remove problematic accounting accounts upon listing, support creation of an English web page, preparation of an investor presentation and executive summary of the operations, provision of providing general support services, assisting in the preparation of an S-1 or F-1 filing, and more.
About Cipher Core Co., Ltd.
Cipher Core is an information security technology company in the age of AI and quantum computing. Cipher-Core has developed its proprietary encryption technology using “Complete Cipher,” which was initiated by Dr. Claude Elwood Shannon and perfected by Cipher-Core CEO. It provides the solution to the thread by the advancements of AI and quantum computing. It is highly regarded as the most advanced encryption solution capable of addressing next-generation information threats including cyber threats. Their encryption technology is also designed to meet the stringent security requirements envisioned for government agencies and critical infrastructure.
About HeartCore Enterprises, Inc.
Headquartered in Tokyo, Japan, with offices in New York and San Francisco, CA, HeartCore is a leading enterprise software and IPO 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 service helps Japanese-based companies go public in the U.S.
Additional information about the Company’s products and services is available at https://heartcore-enterprises.com/.
Forward-Looking Statements
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.
John Yi and Steven Shinmachi
HTCR@gateway-grp.com
(949) 574-3860