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): November 14, 2022
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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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 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. ☐
Item2.02. Results of Operations and Financial Condition.
On November 14, 2022, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by the registrant on November 14, 2022. |
| 104 | Cover Page Interactive<br> 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> November 18, 2022 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka<br> Yamamoto | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
HeartCoreReports Third Quarter 2022 Financial Results
**NEWYORK, NY and TOKYO, JAPAN – November 14, 2022 – HeartCore Enterprises, Inc. (“HeartCore” or “the Company”),**a leading software development company, today reported financial results for the third quarter ended September 30, 2022.
ThirdQuarter 2022 and Recent Operational Highlights
| ● | Grew<br> total number of global enterprise customers to 889 as of September 30, 2022. |
|---|---|
| ● | HeartCore’s<br> Content Management System (“CMS”) led Japan in CMS market share for the seventh<br> straight year according to ITR Corporation, an independent IT consulting and research firm. |
| ● | Signed<br> fourth Go IPO consulting service agreement within a six-month period by engaging Metros Development. |
| ● | Entered<br> into a licensing agreement with Transcosmos Digital Technology Inc. to license its advanced process mining tool, Apromore. |
| ● | Hosted<br> HeartCoreDAY2022, a special event focused on solutions that promote digital transformation through two business lines within<br> HeartCore’s CMS product offering, which help businesses create, manage, and modify web content and Digital<br> Transformation. |
| ● | Executed<br> a deal with GMO MAKESHOP Co. Ltd., to offer its CMS and help augment GMO MAKESHOP’s digital transformation efforts prior to<br> the launch of its Cloud E-Commerce Plan. |
| ● | Signed<br> a definitive agreement to acquire a 51% majority stake in privately held Sigmaways, Inc. (“Sigmaways”), a software<br> engineering service provider delivering IT solutions. |
ManagementCommentary
“Even with a softer financial quarter, we are very encouraged by the qualitative progress that is being made across each front of our business, as the advancements being made today are setting us up for success going forward,” said CEO Sumitaka Yamamoto. “As the CMS leader in Japan by market share, we are confident in our ability to further augment our footprint into the U.S. by utilizing Sigmaways’ network, which we expect will add significant revenue in calendar year 2023. By acquiring Sigmaways, we will be able to develop software in-house at a lower cost instead of using outsourcing partners. Furthermore, we plan to cross-sell and upsell HeartCore solutions to our 800+ existing clients by utilizing Sigmaways’ development capabilities, whereas before we would rely on our partners to do the development work for us. We have already hit the ground running in jointly conducting business and look forward to completing the acquisition and further enhancing growth opportunities for both entities in 2023.”
“Furthermore, we remain extremely active on the Go IPO consulting end, as we are offering a white glove service to each of our four signed on clients and are continuing to receive significant inbound interest from prospective companies. In particular, with two of our Go IPO clients scheduled to go public over the coming months, we are expected to receive warrants as part of our contract, which would contribute significantly to our bottom line. Looking ahead into calendar year 2023, our goal is to help 10 companies through the Go IPO process and assist each of them reach the objective of becoming a publicly-traded entity.”
ThirdQuarter 2022 Financial Results
Revenues were $1.9 million compared to $3.5 million in the same period last year. The decrease in revenues was due to a decrease in sales of on-premise software, and primarily because of an accounting based principle around an important customer that renewed its software license in July 2021. The five-year term customer renewal had its total contract recognized as revenue in the third quarter of 2021. On Yen-based sales, revenues decreased by 24% year-over-year.
Operating expenses increased to $2.3 million from $1.5 million in the same period last year. The increase was due to an increase in general and administrative expense. In particular, the increase resulted from an increase of hiring for the Go IPO Consulting Service and advertising.
Net loss attributable to HeartCore Enterprises, Inc. was $2.0 million, or $(0.11) per diluted share, compared to a net income attributable to HeartCore Enterprises, Inc. of approximately $186,000 or $0.01 per diluted share, in the same period last year. The net loss was primarily due to an increase in operating expenses and a decrease in revenues.
As of September 30, 2022, the Company had a cash and cash equivalents of $7.8 million compared to $3.1 million as of December 31, 2021.
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. 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, 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
HeartCoreEnterprises, Inc.
CondensedConsolidated Statements of Operations and Comprehensive Income (Loss)
| For the three months ended<br><br> <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| (Unaudited) | (Unaudited) | |||||
| Revenues | $ | 1,872,476 | $ | 3,470,510 | ||
| Cost of revenues | 1,543,256 | 1,786,125 | ||||
| Gross profit | 329,220 | 1,684,385 | ||||
| Operating expenses: | ||||||
| Selling expenses | 771,496 | 79,438 | ||||
| General and administrative expenses | 1,513,028 | 1,202,701 | ||||
| Research and development expenses | 58,275 | 189,686 | ||||
| Total operating expenses | 2,342,799 | 1,471,825 | ||||
| Income (loss) from operations | (2,013,579 | ) | 212,560 | |||
| Other income (expenses): | ||||||
| Interest income | 21,707 | 1,598 | ||||
| Interest expense | (10,500 | ) | (6,695 | ) | ||
| Other income | 15,195 | 1,341 | ||||
| Other expenses | (2,826 | ) | (3,933 | ) | ||
| Total other income (expenses) | 23,576 | (7,689 | ) | |||
| Income (loss) before income tax provision | (1,990,003 | ) | 204,871 | |||
| Income tax expense (benefit) | (19,069 | ) | 13,522 | |||
| Net income (loss) | (1,970,934 | ) | 191,349 | |||
| Less: net income attributable to non-controlling interest | - | 5,176 | ||||
| Net income (loss) attributable to HeartCore Enterprises, Inc. | $ | (1,970,934 | ) | $ | 186,173 | |
| Other comprehensive income (loss): | ||||||
| Foreign currency translation adjustment | 128,705 | (15,309 | ) | |||
| Total comprehensive income (loss) | (1,842,229 | ) | 176,040 | |||
| Less: comprehensive income attributable to non-controlling interest | - | 4,770 | ||||
| Comprehensive income (loss) attributable to HeartCore Enterprises, Inc. | $ | (1,842,229 | ) | $ | 171,270 | |
| Net earnings (loss) per common share attributable to HeartCore Enterprises, Inc. | ||||||
| Basic | $ | (0.11 | ) | $ | 0.01 | |
| Diluted | $ | (0.11 | ) | $ | 0.01 | |
| Weighted average common shares outstanding | ||||||
| Basic | 17,835,027 | 15,242,454 | ||||
| Diluted | 17,835,027 | 15,515,943 |
HeartCoreEnterprises, Inc.
CondensedConsolidated Balance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 7,843,208 | $ | 3,136,839 | ||
| Accounts receivable, net | 621,345 | 960,964 | |||
| Prepaid expenses | 618,955 | 444,405 | |||
| Due from related party | 43,900 | 50,559 | |||
| Loan receivable from employee | - | 8,341 | |||
| Other current assets | 143,999 | 15,654 | |||
| Total current assets | 9,271,407 | 4,616,762 | |||
| Non-current assets: | |||||
| Property and equipment, net | 199,329 | 261,414 | |||
| Operating lease right-of-use assets | 2,458,485 | 3,319,749 | |||
| Deferred tax assets | 242,358 | 297,990 | |||
| Security deposits | 221,460 | 278,237 | |||
| Long-term loan receivable from related party | 234,316 | 335,756 | |||
| Loan receivable from employee, non-current | - | 4,518 | |||
| Other non-current assets | 2,188 | 8,737 | |||
| Total non-current assets | 3,358,136 | 4,506,401 | |||
| Total assets | 12,629,543 | $ | 9,123,163 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | |||||
| Current liabilities: | |||||
| Accounts payable and accrued expenses | 445,752 | $ | 646,425 | ||
| Accrued payroll and other employee costs | 245,113 | 255,082 | |||
| Due to related party | 3,622 | 1,110 | |||
| Current portion of long-term debts | 622,937 | 849,995 | |||
| Insurance premium financing | 89,652 | - | |||
| Operating lease liabilities, current | 264,387 | 332,277 | |||
| Finance lease liabilities, current | 19,502 | 37,459 | |||
| Income tax payables | 1,867 | 10,919 | |||
| Deferred revenue | 1,386,559 | 1,690,917 | |||
| Mandatorily redeemable financial interest | - | 447,986 | |||
| Other current liabilities | 42,475 | 281,673 | |||
| Total current liabilities | 3,121,866 | 4,553,843 | |||
| Non-current liabilities: | |||||
| Long-term debts | 1,133,945 | 1,871,580 | |||
| Operating lease liabilities, non-current | 2,259,284 | 3,076,204 | |||
| Finance lease liabilities, non-current | 3,573 | 23,861 | |||
| Other non-current liabilities | 124,963 | 156,627 | |||
| Total non-current liabilities | 3,521,765 | 5,128,272 | |||
| Total liabilities | 6,643,631 | 9,682,115 | |||
| Shareholders’ equity (deficit): | |||||
| Preferred shares (0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021) | - | - | |||
| Common shares (0.0001 par value, 200,000,000 shares authorized; 18,999,276 and 15,819,943 shares issued; 17,649,886 and 15,546,454 shares outstanding as of September 30, 2022 and December 31, 2021, respectively) | 1,899 | 1,554 | |||
| Additional paid-in capital | 18,220,206 | 3,350,779 | |||
| Treasury shares, at cost (1,349,390 and 0 shares as of September 30, 2022 and December 31, 2021, respectively) | (3,500,000 | ) | - | ||
| Accumulated deficit | (9,149,139 | ) | (3,896,113 | ) | |
| Accumulated other comprehensive income (loss) | 412,946 | (15,172 | ) | ||
| Total shareholders’ equity (deficit) | 5,985,912 | (558,952 | ) | ||
| Total liabilities and shareholders’ equity (deficit) | 12,629,543 | $ | 9,123,163 |
All values are in US Dollars.
HeartCoreEnterprises, Inc.
Consolidated Statements of Cash Flows
| For the nine months ended<br><br> <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| (unaudited) | (unaudited) | |||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | (5,253,026 | ) | $ | 414,826 | |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
| Depreciation expenses | 64,398 | 80,297 | ||||
| Amortization of debt issuance costs | 3,051 | 4,358 | ||||
| Non-cash lease expense | 207,549 | 254,848 | ||||
| Deferred income taxes | (5,843 | ) | 85,004 | |||
| Share-based compensation | 1,225,477 | - | ||||
| Changes in assets and liabilities: | ||||||
| Accounts receivable, net | 168,021 | (634,711 | ) | |||
| Prepaid expenses | (56,553 | ) | (177,880 | ) | ||
| Other assets | (142,967 | ) | 34,568 | |||
| Accounts payable and accrued expenses | (96,238 | ) | 684,960 | |||
| Accrued payroll and other employee costs | 59,059 | 63,126 | ||||
| Due to related party | 3,098 | - | ||||
| Operating lease liabilities | (213,691 | ) | (265,984 | ) | ||
| Finance lease liabilities | (370 | ) | (961 | ) | ||
| Income tax payables | (7,704 | ) | 2,092 | |||
| Deferred revenue | 45,938 | 639,643 | ||||
| Other liabilities | (206,569 | ) | 55,064 | |||
| Net cash flows provided by (used in) operating activities | (4,206,370 | ) | 1,239,250 | |||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (41,672 | ) | (24,675 | ) | ||
| Advance and loan provided to related parties | - | (126,390 | ) | |||
| Repayment of loan provided to related party | 33,042 | - | ||||
| Net cash flows used in investing activities | (8,630 | ) | (151,065 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from initial public offering, net of issuance cost | 13,602,554 | - | ||||
| Proceeds from issuance of common shares prior to initial public offering | 220,572 | - | ||||
| Repurchase of common shares | (3,500,000 | ) | - | |||
| Payments for finance leases | (29,051 | ) | (42,941 | ) | ||
| Proceeds from long-term debt | 258,087 | - | ||||
| Repayment of long-term debts | (699,407 | ) | (770,181 | ) | ||
| Repayment of insurance premium financing | (298,886 | ) | - | |||
| Payments for debt issuance costs | (1,030 | ) | (3,033 | ) | ||
| Payment for mandatorily redeemable financial interest | (430,489 | ) | - | |||
| Net cash flows provided by (used in) financing activities | 9,122,350 | (816,155 | ) | |||
| Effect of exchange rate changes | (200,981 | ) | (239,423 | ) | ||
| Net change in cash and cash equivalents | 4,706,369 | 32,607 | ||||
| Cash and cash equivalents - beginning of the period | 3,136,839 | 3,058,175 | ||||
| Cash and cash equivalents - end of the period | $ | 7,843,208 | $ | 3,090,782 | ||
| Supplemental cash flow disclosure: | ||||||
| Interest paid | $ | 38,387 | $ | 22,100 | ||
| Income taxes paid | $ | 3,013 | $ | 9,738 | ||
| Non-cash investing and financing transactions | ||||||
| Remeasurement of the lease liability and right-of-use asset due to lease modification | $ | - | $ | 225,983 | ||
| Payroll withheld as repayment of loan receivable from employees | $ | 12,034 | $ | 9,399 | ||
| Expense paid by related party on behalf of the Company | $ | - | $ | 107,178 | ||
| Reclassification of non-controlling interest to mandatorily redeemable financial interest | $ | - | $ | 447,986 | ||
| Liabilities assumed in connection with purchase of property and equipment | $ | 17,731 | $ | - | ||
| Share repurchase liability settled by issuance of common shares | $ | 16 | $ | - | ||
| Deferred offering costs recognized against the proceeds from the offering | $ | 178,847 | $ | - | ||
| Insurance premium financing | $ | 388,538 | $ | - |