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): November13, 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 November 13, 2023, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 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.
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 Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press<br> release of the registrant issued November 13, 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> November 13, 2023 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka<br> Yamamoto | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
HeartCoreReports Third Quarter 2023 Financial Results
NEWYORK and TOKYO, November 13, 2023 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or “theCompany”), a leading enterprise software and consulting services company based in Tokyo, reported financial results for the third quarter ended September 30, 2023.
ThirdQuarter 2023 and Recent Operational Highlights
| ● | Q3<br> 2023 Revenue of $4.7 million, 150% higher than Q3 2022. |
|---|---|
| ● | Enterprise<br> software revenue doubled compared to Q3 2022. |
| ● | Consulting<br> services revenues were only approximately $612,000, as client IPOs have been moved to Q4<br> 2023. |
| ● | Year-to-Date<br> 2023 revenue of $18.5 million, 172% higher than Q3 2022. |
| ● | Year-to-Date<br> 2023 Net Loss of $1.8 million, or $(0.07) per share. |
| ● | Launched<br> its digital experience platform, Daishiwake platform into the U.S. and Japanese markets. |
| ● | Awarded<br> top market share (15%) in Japan for its CMS platform for eight consecutive years. |
| ● | Signed<br> eleventh Go IPO contract with GATES GROUP Inc. |
| ● | Hired<br> the New York-based sales team of Sabatini Global, further augmenting the Company’s<br> headcount in the U.S. |
| ● | Hosted<br> Nasdaq Listing Guidance seminar for Japanese companies as part of the Company’s<br> Go IPO business development efforts. |
| ● | Engaged<br> licensing agreement with Marushin Corporation for CONTROLIO software. |
| ● | Partnered<br> with INTRIX, Inc. to license HeartCore’s Content Management System (CMS). |
ManagementCommentary
“HeartCore’s transformation continued in the third quarter, as we made progress across all facets of our business operations,” said CEO Sumitaka Kanno Yamamoto. “In October, our Content Management System (CMS) platform was awarded as the solution with top market share in Japan for the eighth consecutive year by ITR Corporation, an independent IT consulting research firm. As the market leader in Japan, we are now focused on growing our global footprint. Our acquisition of Sigmaways and the hiring of the New York-based sales team of Sabatini Global provides talented individuals and new technologies to expand our business in the dynamic U.S. market.
“The second and third quarters of 2023 did not turn out exactly like we expected for our consulting service clients, as the IPO market was turbulent, and markets were faced with rising interest rates and economic uncertainty. During the first nine months of 2023, we generated $6.4 million in revenue, primarily from valuation of warrants from our GO IPO consulting services business. Nearly all of that, over $5 million, occurred in the first quarter 2023 when two of our clients launched their IPOs. We have entered into consulting agreements with 11 companies to assist them in their IPO process. With two of them across the finish line and three more companies slated to IPO soon, we anticipate this segment of the business to be a vital growth engine for our organization that will drive significant revenue growth and add value to our balance sheet in the coming quarters.”
ThirdQuarter 2023 Financial Results
Revenues increased 150.4% to $4.7 million compared to $1.9 million in the same period last year. The increase was primarily due to increased revenue from customized software development and services as a result of the acquisition of Sigmaways and its subsidiaries, and an increase from Go IPO consulting services as the Company obtained more IPO consulting customers in 2023.
Gross profit increased 151.7% to $0.8 million from $0.3 million in the same period last year. The increase was primarily from increased maintenance and support services, customized software development and services, and Go IPO consulting services.
Operating expenses increased to $2.6 million from $2.3 million in the same period last year. The increase was primarily due to general and administrative expenses and research and development expenses, slightly offset by decreases in selling expenses.
Net loss was $2.5 million or $(0.11) per diluted share, compared to a net loss of $2.0 million or $(0.11) per diluted share, in the same period last year.
As of September 30, 2023, the Company had cash and cash equivalents of $2.2 million compared to $7.2 million in December 31, 2022.
NineMonths 2023 Financial Results
Revenues increased 171.6% to $18.5 million compared to $6.8 million in the same period last year. The increase was primarily due to an increase in Go IPO consulting service revenues and received warrants from customers, and an increase from customized software development and services as a result of Sigmaways and its subsidiaries.
Gross profit increased 176.5% to $8.0 million from $2.9 million in the same period last year. The increase was primarily due to an increase in Go IPO consulting service revenues and received warrants from customers, and an increase from customized software development and services as a result of Sigmaways and its subsidiaries.
Operating expenses increased to $8.9 million from $8.1 million in the same period last year. The increase was primarily due to increases in general and administrative expenses, offset by a decrease in selling expense, and research and development expenses.
Net loss was about $1.8 million or $(0.07) per diluted share compared to a net loss of $5.3 million or $(0.29) per diluted share, in the same period last year.
AboutHeartCore Enterprises, Inc.
Headquartered in Tokyo, Japan, HeartCore Enterprises is a leading enterprise software and 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 services helps Japanese-based companies go public in the U.S. Additional information about the Company’s products and services is available at 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 “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.
HeartCoreInvestor Relations Contact:
Gateway Group, Inc.
Matt Glover and John Yi
HTCR@gateway-grp.com
(949) 574-3860
HeartCore Enterprises, Inc.
UnauditedConsolidated Statements of Operations and Comprehensive Loss
| For the nine months ended<br><br> September 30, | For the three months ended<br><br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | $ | 18,518,431 | $ | 6,818,774 | $ | 4,688,908 | $ | 1,872,476 | ||||
| Cost of revenues | 10,548,245 | 3,935,908 | 3,860,241 | 1,543,256 | ||||||||
| Gross profit | 7,970,186 | 2,882,866 | 828,667 | 329,220 | ||||||||
| Operating expenses: | ||||||||||||
| Selling expenses | 1,330,747 | 1,706,250 | 274,043 | 771,496 | ||||||||
| General and administrative expenses | 7,305,392 | 5,832,276 | 2,172,298 | 1,513,028 | ||||||||
| Research and development expenses | 289,303 | 583,762 | 170,071 | 58,275 | ||||||||
| Total operating expenses | 8,925,442 | 8,122,288 | 2,616,412 | 2,342,799 | ||||||||
| Loss from operations | (955,256 | ) | (5,239,422 | ) | (1,787,745 | ) | (2,013,579 | ) | ||||
| Other income (expenses): | ||||||||||||
| Changes in fair value of investments in marketable securities | (500,762 | ) | - | (271,740 | ) | - | ||||||
| Changes in fair value of investments in warrants | (294,565 | ) | - | (460,672 | ) | - | ||||||
| Interest income | 64,633 | 32,256 | 14,363 | 21,707 | ||||||||
| Interest expenses | (125,073 | ) | (39,361 | ) | (42,619 | ) | (10,500 | ) | ||||
| Other income | 176,641 | 40,645 | 52,640 | 15,195 | ||||||||
| Other expenses | (62,701 | ) | (58,050 | ) | (25,947 | ) | (2,826 | ) | ||||
| Total other income (expenses) | (741,827 | ) | (24,510 | ) | (733,975 | ) | 23,576 | |||||
| Loss before income tax provision | (1,697,083 | ) | (5,263,932 | ) | (2,521,720 | ) | (1,990,003 | ) | ||||
| Income tax expense (benefit) | 58,859 | (10,906 | ) | 19,413 | (19,069 | ) | ||||||
| Net loss | (1,755,942 | ) | (5,253,026 | ) | (2,541,133 | ) | (1,970,934 | ) | ||||
| Less: net loss attributable to non-controlling interest | (419,211 | ) | - | (233,913 | ) | - | ||||||
| Net loss attributable to HeartCore Enterprises, Inc. | $ | (1,336,731 | ) | $ | (5,253,026 | ) | $ | (2,307,220 | ) | $ | (1,970,934 | ) |
| Other comprehensive income (loss): | ||||||||||||
| Foreign currency translation adjustment | (85,244 | ) | 428,118 | (90,743 | ) | 128,705 | ||||||
| Total comprehensive loss | (1,841,186 | ) | (4,824,908 | ) | (2,631,876 | ) | (1,842,229 | ) | ||||
| Less: comprehensive loss attributable to non-controlling interest | (422,352 | ) | - | (235,094 | ) | - | ||||||
| Comprehensive loss attributable to HeartCore Enterprises, Inc. | $ | (1,418,834 | ) | $ | (4,824,908 | ) | $ | (2,396,782 | ) | $ | (1,842,229 | ) |
| Net loss per common share attributable to HeartCore Enterprises, Inc. | ||||||||||||
| Basic | $ | (0.07 | ) | $ | (0.29 | ) | $ | (0.11 | ) | $ | (0.11 | ) |
| Diluted | $ | (0.07 | ) | $ | (0.29 | ) | $ | (0.11 | ) | $ | (0.11 | ) |
| Weighted average common shares outstanding | ||||||||||||
| Basic | 20,257,020 | 18,014,483 | 20,842,690 | 17,835,027 | ||||||||
| Diluted | 20,257,020 | 18,014,483 | 20,842,690 | 17,835,027 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
HeartCore Enterprises, Inc.
ConsolidatedBalance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| 2022 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 2,199,565 | $ | 7,177,326 | ||
| Accounts receivable | 2,562,239 | 551,064 | |||
| Investments in marketable securities | 757,106 | - | |||
| Prepaid expenses | 683,327 | 538,230 | |||
| Note receivable | 300,000 | - | |||
| Current portion of long-term note receivable | 100,000 | - | |||
| Due from related party | 42,439 | 48,447 | |||
| Other current assets | 111,326 | 220,070 | |||
| Total current assets | 6,756,002 | 8,535,137 | |||
| Non-current assets: | |||||
| Property and equipment, net | 752,940 | 203,627 | |||
| Operating lease right-of-use assets | 2,413,814 | 2,644,957 | |||
| Intangible asset, net | 4,675,000 | - | |||
| Goodwill | 3,276,441 | - | |||
| Long-term investments in warrants | 2,456,902 | - | |||
| Long-term note receivable | 200,000 | - | |||
| Deferred tax assets | 222,172 | 263,339 | |||
| Security deposits | 338,220 | 244,395 | |||
| Long-term loan receivable from related party | 184,076 | 246,472 | |||
| Other non-current assets | 67 | 661 | |||
| Total non-current assets | 14,519,632 | 3,603,451 | |||
| Total assets | 21,275,634 | $ | 12,138,588 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable and accrued expenses | 1,779,953 | $ | 497,742 | ||
| Accrued payroll and other employee costs | 558,394 | 360,222 | |||
| Due to related party | 7,859 | 402 | |||
| Current portion of long-term debts | 525,440 | 697,877 | |||
| Insurance premium financing | 122,279 | - | |||
| Factoring liability | 217,250 | - | |||
| Operating lease liabilities, current | 365,241 | 291,863 | |||
| Finance lease liabilities, current | 17,076 | 19,294 | |||
| Income tax payables | 103,935 | 2,747 | |||
| Deferred revenue | 1,740,877 | 1,724,519 | |||
| Other current liabilities | 222,089 | 53,027 | |||
| Total current liabilities | 5,660,393 | 3,647,693 | |||
| Non-current liabilities: | |||||
| Long-term debts | 1,351,830 | 1,123,735 | |||
| Operating lease liabilities, non-current | 2,113,917 | 2,421,054 | |||
| Finance lease liabilities, non-current | 68,535 | 459 | |||
| Deferred tax liabilities | 1,309,000 | - | |||
| Other non-current liabilities | 197,817 | 138,018 | |||
| Total non-current liabilities | 5,041,099 | 3,683,266 | |||
| Total liabilities | 10,701,492 | 7,330,959 | |||
| Shareholders’ equity: | |||||
| Preferred shares (0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 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 September 30, 2023 and December 31, 2022, respectively) | 2,083 | 1,764 | |||
| Additional paid-in capital | 19,431,987 | 15,014,607 | |||
| Accumulated deficit | (11,910,310 | ) | (10,573,579 | ) | |
| Accumulated other comprehensive income | 282,734 | 364,837 | |||
| Total HeartCore Enterprises, Inc. shareholders’ equity | 7,806,494 | 4,807,629 | |||
| Non-controlling interest | 2,767,648 | - | |||
| Total shareholders’ equity | 10,574,142 | 4,807,629 | |||
| Total liabilities and shareholders’ equity | 21,275,634 | $ | 12,138,588 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
HeartCore Enterprises, Inc.
UnauditedConsolidated Statements of Cash Flows
| For the nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Cash flows from operating activities | ||||||
| Net loss | $ | (1,755,942 | ) | $ | (5,253,026 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization expenses | 495,200 | 64,398 | ||||
| Gain on disposal of property and equipment | (4,737 | ) | - | |||
| Amortization of debt issuance costs | 2,257 | 3,051 | ||||
| Non-cash lease expense | 254,876 | 207,549 | ||||
| Loss on termination of lease | 76 | - | ||||
| Deferred income taxes | (109,690 | ) | (5,843 | ) | ||
| Stock-based compensation | 1,267,699 | 1,225,477 | ||||
| Warrants received as noncash consideration | (4,009,335 | ) | - | |||
| Changes in fair value of investments in marketable securities | 500,762 | - | ||||
| Changes in fair value of investments in warrants | 294,565 | - | ||||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | (322,583 | ) | 168,021 | |||
| Prepaid expenses | 187,269 | (56,553 | ) | |||
| Other assets | (23,982 | ) | (142,967 | ) | ||
| Accounts payable and accrued expenses | 597,247 | (96,238 | ) | |||
| Accrued payroll and other employee costs | 7,471 | 59,059 | ||||
| Due to related party | 7,562 | 3,098 | ||||
| Operating lease liabilities | (231,499 | ) | (213,691 | ) | ||
| Finance lease liabilities | - | (370 | ) | |||
| Income tax payables | 101,058 | (7,704 | ) | |||
| Deferred revenue | 200,256 | 45,938 | ||||
| Other liabilities | 83,809 | (206,569 | ) | |||
| Net cash flows used in operating activities | (2,457,661 | ) | (4,206,370 | ) | ||
| Cash flows from investing activities | ||||||
| Purchases of property and equipment | (516,658 | ) | (41,672 | ) | ||
| Proceeds from disposal of property and equipment | 24,935 | - | ||||
| Advances on note receivable | (600,000 | ) | - | |||
| Repayment of loan provided to related party | 34,823 | 33,042 | ||||
| Payment for acquisition of subsidiary, net of cash acquired | (724,910 | ) | - | |||
| Net cash flows used in investing activities | (1,781,810 | ) | (8,630 | ) | ||
| 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 | (16,537 | ) | (29,051 | ) | ||
| Proceeds from long-term debt | 219,427 | 258,087 | ||||
| Repayment of long-term debts | (584,779 | ) | (699,407 | ) | ||
| Repayment of insurance premium financing | (266,756 | ) | (298,886 | ) | ||
| Net proceeds from factoring arrangement | 217,250 | - | ||||
| Payments for debt issuance costs | (656 | ) | (1,030 | ) | ||
| Payment for mandatorily redeemable financial interest | - | (430,489 | ) | |||
| Net cash flows provided by (used in) financing activities | (432,051 | ) | 9,122,350 | |||
| Effect of exchange rate changes | (306,239 | ) | (200,981 | ) | ||
| Net change in cash and cash equivalents | (4,977,761 | ) | 4,706,369 | |||
| Cash and cash equivalents - beginning of the period | 7,177,326 | 3,136,839 | ||||
| Cash and cash equivalents - end of the period | $ | 2,199,565 | $ | 7,843,208 | ||
| - | ||||||
| Supplemental cash flow disclosures: | ||||||
| Interest paid | $ | 59,290 | $ | 38,387 | ||
| Income taxes paid | $ | 91,657 | $ | 3,013 | ||
| Non-cash investing and financing transactions | ||||||
| Payroll withheld as repayment of loan receivable from employees | $ | - | $ | 12,034 | ||
| Liabilities assumed in connection with purchase of property and equipment | $ | 9,602 | $ | 17,731 | ||
| Share repurchase liability settled by issuance of common shares | $ | - | $ | 16 | ||
| Operating lease right-of-use asset obtained in exchange for operating lease liability | $ | 317,040 | $ | - | ||
| Finance lease right-of-use asset obtained in exchange for finance lease liability | $ | 93,117 | $ | - | ||
| Remeasurement of operating lease liability and right-of-use asset due to lease modification | 12,579 | - | ||||
| Deferred offering costs recognized against the proceeds from the offering | $ | - | $ | 178,847 | ||
| Insurance premium financing | $ | 389,035 | $ | 388,538 | ||
| Common shares issued for acquisition of subsidiary | $ | 3,150,000 | $ | - | ||
| Investments in warrants converted to marketable securities | $ | 1,257,868 | $ | - |
The accompanying notes are an integral part of these unaudited consolidated financial statements.