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): October 28, 2022

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. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

As previously disclosed, HeartCore Enterprises, Inc. (the “Company”) entered into an Executive Employment Agreement (the “Employment Agreement”), dated as of February 9, 2022, by and between the Company and Sumitaka Yamamoto, the Company’s Chairman of the Board, Chief Executive Officer, President and majority stockholder. On October 28, 2022, the Company and Mr. Yamamoto entered into Amendment No. 1 (“Amendment No. 1”) to the Employment Agreement. Pursuant to the terms of Amendment No. 1, Mr. Yamamoto’s annual base salary was increased from $381,000 to $450,000, effective November 1, 2022. Except as set forth in Amendment No. 1, the Employment Agreement remains in full force and effect.

The foregoing description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

† Management contract or compensatory plan, contract or arrangement.

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.

Exhibit 10.1

Amendment No. 1 to Executive Employment Agreement

This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 28^th^ day of October, 2022 (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Sumitaka Yamamoto (the “Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties are the parties to that certain Executive Employment Agreement, dated as of February 9, 2022 (the “Employment Agreement”) and now desire to amend the Employment Agreement as set forth herein, and the Employment Agreement may be amended in writing pursuant to Section 14 thereof;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows:

[Signaturesto appear on the following page(s).]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment Date.