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): May 22, 2023
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock | HTCR | Nasdaq<br> 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 May 22, 2023, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02, 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the registrant dated May 22, 2023. |
| 104 | Cover<br> 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 hereunto duly authorized.
| HEARTCORE ENTERPRISES, INC. | ||
|---|---|---|
| Dated:<br> May 22, 2023 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka<br> Yamamoto | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
HeartCoreReports Strong First Quarter 2023 Financial Results
-Company’sQ1 2023 Revenue Nearly Exceeds its Full Year 2022 Revenue
-Company’sQ1 2023 Net Income Exceeds its Full Year 2022 Net Income
**NEWYORK, NY and TOKYO, JAPAN – May 22, 2023 – HeartCore Enterprises, Inc. (“HeartCore” or “the Company”),**a leading software development company offering Customer Experience Management Platform (“CXM Platform”) and Digital Transformation (“DX”), reported financial results for the first quarter ended March 31, 2023.
FirstQuarter 2023 and Recent Operational Highlights
| ● | Grew<br> total number of global enterprise customers to 916 as of March 31, 2023. |
|---|---|
| ● | Signed<br> tenth Go IPO consulting service agreement with rYojbaba Inc. |
| ● | Integrated<br> ChatGPT, a natural language artificial intelligence model, with HeartCore CMS to support<br> automatic content creation for websites. |
| ● | Partnered<br> with Works Applications and AIM Consulting to improve their respective digital auditing<br> solutions through its DX suite of offerings. |
| ● | Signed<br> eighth and ninth Go IPO clients by engaging Libera Gaming Operations and ICheck Co. |
| ● | Acquired<br> a 51% majority stake in Sigmaways Inc., a software engineering service provider delivering<br> IT solutions. |
| ● | Announced<br> that HeartCore’s Content Management System (“CMS”) was introduced by<br> Subaru Group to its centralized management platform for approximately 100 Subaru websites. |
ManagementCommentary
“The first quarter was impressive in several ways, namely behind our record revenue and net income figures,” said CEO Sumitaka Yamamoto. “Our core software division drove robust operating results stemming from newly adopted marketing techniques and customer acquisition methods that were implemented last year; these changes led to profitability within this sector of our company. We are seeing this encouraging trend continue to persist which is why we are confident our software division will have a strong 2023. Additionally, our recently acquired subsidiary, Sigmaways, has been seamlessly integrated within our core operations and we’ve begun to manifest the synergies and capitalize on all joint projects.
“A significant contributing factor to our record-breaking quarter relates to our Go IPO business. Following the completion of two IPOs this past quarter, we’ve been able to reap the benefits from the warrants we received as part of the deal consummation. As I’ve previously shared, we have just scratched the tip of the iceberg with our Go IPO business line, as we expect to benefit from the closing of another six deals for the remainder of this year, including our biggest one yet around SBC Medical Group, which will add approximately $32.4 million to our top line. With our two-pronged growth strategy going into full effect, I am very confident in our team’s ability to make 2023 the strongest year for HeartCore across several measures.”
FirstQuarter 2023 Financial Results
Revenues increased 284% to $8.7 million compared to $2.3 million in the same period last year. The increase was primarily due to the expansion of the Go IPO business, as a growing number of Japanese venture companies continue to express interest in going public on the Nasdaq, in addition to the acquisition of Sigmaways and its subsidiaries.
Gross profit increased 361% to $5.6 million (gross margin of 64%) from $1.2 million (gross margin of 54%) in the same period last year. The increase was primarily due to the aforementioned expansion of the Company’s Go IPO business.
Operating expenses increased to $3.3 million from $2.8 million in the same period last year. The increase was primarily due to increased selling expenses, as well as increased general and administrative expenses.
Net income was $1.8 million, or $0.10 per diluted share, compared to net loss of approximately $1.6 million or $(0.09) per diluted share last year. The increase in net income was primarily due to the aforementioned expansion of the Company’s Go IPO business in addition to relatively stable operating expenses.
As of March 31, 2023, the Company had cash and cash equivalents of $5.2 million compared to $7.2 million as of December 31, 2022.
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. Furthermore, HeartCore offers “Go IPO,” a consulting service where it assists private companies with uplisting onto the Nasdaq Stock Market. 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, 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.
HeartCoreInvestor Relations Contact:
Gateway Group, Inc.
Matt Glover and John Yi
HTCR@gatewayir.com
(949) 574-3860
HeartCoreEnterprises, Inc.
UnauditedCondensed Consolidated Statements of Operations and Comprehensive Income (Loss)
| For the Three Months Ended<br> <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Revenues | $ | 8,734,150 | $ | 2,276,001 | ||
| Cost of revenues | 3,101,066 | 1,055,356 | ||||
| Gross profit | 5,633,084 | 1,220,645 | ||||
| Operating expenses: | ||||||
| Selling expenses | 568,642 | 205,918 | ||||
| General and administrative expenses | 2,685,207 | 2,468,933 | ||||
| Research and development expenses | 79,624 | 108,259 | ||||
| Total operating expenses | 3,333,473 | 2,783,110 | ||||
| Income (loss) from operations | 2,299,611 | (1,562,465 | ) | |||
| Other income (expenses): | ||||||
| Changes in fair value of investments in warrants | 193,365 | - | ||||
| Interest income | 31,605 | 1,458 | ||||
| Interest expenses | (39,840 | ) | (11,271 | ) | ||
| Other income | 14,201 | 16,673 | ||||
| Other expenses | (29,457 | ) | (23,662 | ) | ||
| Total other income (expenses) | 169,874 | (16,802 | ) | |||
| Income (loss) before income tax provision | 2,469,485 | (1,579,267 | ) | |||
| Income tax expense (benefit) | 661,448 | (816 | ) | |||
| Net income (loss) | 1,808,037 | (1,578,451 | ) | |||
| Less: net loss attributable to non-controlling interest | (74,252 | ) | - | |||
| Net income (loss) attributable to HeartCore Enterprises,<br> Inc. | $ | 1,882,289 | $ | (1,578,451 | ) | |
| Other comprehensive income (loss): | ||||||
| Foreign currency translation adjustment | (25,034 | ) | 80,053 | |||
| Total comprehensive income (loss) | 1,783,003 | (1,498,398 | ) | |||
| Less: comprehensive loss attributable to non-controlling<br> interest | (76,542 | ) | - | |||
| Comprehensive income (loss) attributable to HeartCore Enterprises,<br> Inc. | $ | 1,859,545 | $ | (1,498,398 | ) | |
| Net income (loss) per common share attributable to HeartCore Enterprises, Inc. | ||||||
| Basic | $ | 0.10 | $ | (0.09 | ) | |
| Diluted | $ | 0.10 | $ | (0.09 | ) | |
| Weighted average common shares outstanding | ||||||
| Basic | 19,066,160 | 17,265,332 | ||||
| Diluted | 19,066,160 | 17,265,332 |
HeartCoreEnterprises, Inc.
CondensedConsolidated Balance Sheets
| December 31, 2022 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 5,209,915 | $ | 7,177,326 | ||
| Accounts receivable | 2,380,128 | 551,064 | |||
| Short-term investment in warrants | 437,812 | - | |||
| Prepaid expenses | 919,916 | 538,230 | |||
| Due from related party | 47,536 | 48,447 | |||
| Other current assets | 31,534 | 220,070 | |||
| Total current assets | 9,026,841 | 8,535,137 | |||
| Non-current assets: | |||||
| Property and equipment, net | 214,566 | 203,627 | |||
| Operating lease right-of-use assets | 2,549,834 | 2,644,957 | |||
| Intangible asset, net | 4,993,750 | - | |||
| Goodwill | 3,276,441 | - | |||
| Long-term investment in warrants | 3,764,888 | - | |||
| Deferred tax assets | 245,997 | 263,339 | |||
| Security deposits | 367,981 | 244,395 | |||
| Long-term loan receivable from related party | 229,955 | 246,472 | |||
| Other non-current assets | 75 | 661 | |||
| Total non-current assets | 15,643,487 | 3,603,451 | |||
| Total assets | 24,670,328 | $ | 12,138,588 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable and accrued expenses | 1,160,309 | $ | 497,742 | ||
| Accrued payroll and other employee costs | 416,779 | 360,222 | |||
| Due to related party | 2,923 | 402 | |||
| Current portion of long-term debts | 640,534 | 697,877 | |||
| Insurance premium financing | 352,518 | - | |||
| Factoring liability | 173,582 | - | |||
| Operating lease liabilities, current | 288,081 | 291,863 | |||
| Finance lease liabilities, current | 13,663 | 19,294 | |||
| Income tax payables | 681,830 | 2,747 | |||
| Deferred revenue | 1,530,472 | 1,724,519 | |||
| Other current liabilities | 225,167 | 53,027 | |||
| Total current liabilities | 5,485,858 | 3,647,693 | |||
| Non-current liabilities: | |||||
| Long term debts | 1,490,664 | 1,123,735 | |||
| Operating lease liabilities, non-current | 2,314,160 | 2,421,054 | |||
| Finance lease liabilities, non-current | - | 459 | |||
| Deferred tax liabilities | 1,398,250 | - | |||
| Other non-current liabilities | 135,536 | 138,018 | |||
| Total non-current liabilities | 5,338,610 | 3,683,266 | |||
| Total liabilities | 10,824,468 | 7,330,959 | |||
| Shareholders’ equity: | |||||
| Preferred shares (0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) | - | - | |||
| Common shares (0.0001 par value, 200,000,000 shares authorized; 20,842,690 and 17,649,886 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) | 2,083 | 1,764 | |||
| Additional paid-in capital | 19,079,516 | 15,014,607 | |||
| Accumulated deficit | (8,691,290 | ) | (10,573,579 | ) | |
| Accumulated other comprehensive income | 342,093 | 364,837 | |||
| Total HeartCore Enterprises, Inc. shareholders’ equity | 10,732,402 | 4,807,629 | |||
| Non-controlling interest | 3,113,458 | - | |||
| Total shareholders’ equity | 13,845,860 | 4,807,629 | |||
| Total liabilities and shareholders’ equity | 24,670,328 | $ | 12,138,588 |
All values are in US Dollars.
HeartCoreEnterprises, Inc.
UnauditedCondensed Consolidated Statements of Cash Flows
| For the <br><br>three months ended | For the <br><br>three months ended | |||||
|---|---|---|---|---|---|---|
| March 31, 2023 | March 31, 2022 | |||||
| Cash flows from operating activities | ||||||
| Net income (loss) | $ | 1,808,037 | $ | (1,578,451 | ) | |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
| Depreciation and amortization expenses | 123,312 | 24,889 | ||||
| Amortization of debt issuance costs | 758 | 866 | ||||
| Non-cash lease expense | 76,017 | 75,986 | ||||
| Deferred income taxes | (17,284 | ) | 6,311 | |||
| Stock-based compensation | 915,228 | 422,164 | ||||
| Changes in fair value of investments in warrants | (193,365 | ) | - | |||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | (66,833 | ) | (217,638 | ) | ||
| Investments in warrants | (4,009,335 | ) | - | |||
| Prepaid expenses | (45 | ) | (488,970 | ) | ||
| Other assets | 78,241 | (34,896 | ) | |||
| Accounts payable and accrued expenses | (94,363 | ) | (79,982 | ) | ||
| Accrued payroll and other employee costs | (178,733 | ) | (27,492 | ) | ||
| Due to related party | 2,544 | - | ||||
| Operating lease liabilities | (73,147 | ) | (78,226 | ) | ||
| Finance lease liabilities | (53 | ) | (174 | ) | ||
| Income tax payables | 678,725 | (10,037 | ) | |||
| Deferred revenue | (167,873 | ) | (295,176 | ) | ||
| Other liabilities | 70,110 | (113,027 | ) | |||
| Net cash flows used in operating activities | (1,048,059 | ) | (2,393,853 | ) | ||
| Cash flows from investing activities | ||||||
| Purchases of property and equipment | (9,409 | ) | (18,903 | ) | ||
| Advance and loan provided to related party | - | (25,480 | ) | |||
| Repayment of loan provided to related party | 11,955 | 9,102 | ||||
| Payment for acquisition of subsidiary, net of cash acquired | (724,910 | ) | - | |||
| Net cash flows used in investing activities | (722,364 | ) | (35,281 | ) | ||
| 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 | ||||
| Payments for finance leases | (5,658 | ) | (14,916 | ) | ||
| Proceeds from long-term debt | - | 258,087 | ||||
| Repayment of long-term debts | (265,255 | ) | (308,121 | ) | ||
| Repayment of insurance premium financing | (36,517 | ) | (41,280 | ) | ||
| Repayment to related party | - | (903 | ) | |||
| Net proceeds from factoring arrangement | 173,582 | - | ||||
| Payments for debt issuance costs | (448 | ) | (1,030 | ) | ||
| Payment for mandatorily redeemable financial interest | - | (430,489 | ) | |||
| Net cash flows provided by (used in) financing activities | (134,296 | ) | 13,284,474 | |||
| Effect of exchange rate changes | (62,692 | ) | (78,293 | ) | ||
| Net change in cash and cash equivalents | (1,967,411 | ) | 10,777,047 | |||
| Cash and cash equivalents - beginning of the period | 7,177,326 | 3,136,839 | ||||
| Cash and cash equivalents - end of the period | $ | 5,209,915 | $ | 13,913,886 | ||
| Supplemental cash flow disclosures: | ||||||
| Interest paid | $ | 16,968 | $ | 13,262 | ||
| Income taxes paid | $ | - | $ | 1,489 | ||
| Non-cash investing and financing transactions | ||||||
| Payroll withheld as repayment of loan receivable from employees | $ | - | $ | 2,065 | ||
| Expense paid by related party on behalf of the Company | $ | - | $ | 25,480 | ||
| 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 | $ | 389,035 | $ | 388,538 | ||
| Liabilities assumed in connection with purchase of property and equipment | $ | 6,288 | $ | - | ||
| Common shares issued for acquisition of subsidiary | $ | 3,150,000 | $ | - |