HTCR 8-K
HeartCore Enterprises, Inc. (HTCR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 3, 2026, HeartCore Enterprises, Inc. (the “Company”) entered into a Capital Contribution Portion Transfer Agreement (the “Transfer Agreement”) with Luvina Software Joint Stock Company (“Luvina”). Pursuant to the terms of the Transfer Agreement, the Company sold its entire 51% ownership interest in Heartcore Luvina Vietnam Company Limited (“HLVC”), together with all rights and obligations attaching thereto and accrued up to the date of the Transfer Agreement, to Luvina in exchange for JPY 29,000,000 (approximately $184,093). Luvina holds the remaining 49% ownership interest in HLVC.
The closing of the transactions contemplated by the Transfer Agreement is expected to occur on or before August 14, 2026.
The Transfer Agreement contains customary representations, warranties, and covenants.
The foregoing summary of the material terms of the Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transfer Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 7, 2026, the Company issued a press release announcing entry into the Transfer Agreement.
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Capital Contribution Portion Transfer Agreement, dated August 3, 2026, by and between the registrant and Luvina Software Joint Stock Company. | |
| 99.1 | Press release of the registrant issued on August 7, 2026. | |
| 104 | Cover 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 thereunto duly authorized.
| Date: August 7, 2026 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
Exhibit 10.1
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
******************
CAPITAL CONTRIBUTION PORTION TRANSFER AGREEMENT
(No. 01/2026/HÐCNVG)
This CAPITAL CONTRIBUTION PORTION TRANSFER AGREEMENT (hereinafter referred to as the “Agreement”) is made on August 3rd, 2026 in Hanoi, Vietnam by and between the following Parties:
Transferor (Party A)
Organization Name: HEARTCORE ENTERPRISES, INC.
Enterprise Registration No./Establishment Decision No.: 5925021
Date of Issuance: May 18, 2021
Issuing Authority: Division of Corporations, Delaware Department of State
Registered Office Address: 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803, United States of America
Represented by Mr. YAMAMOTO SUMITAKA
Date of birth: Nationality: Japan
Passport No.: , issued on: ,
Place of issue: Ministry of Foreign Affairs of Japan
Contact address:
Transferee (Party B)
Organization Name: Luvina Software Joint Stock Company
Enterprise Registration No./Establishment Decision No.: 0101673192
Date of Issuance: July 12, 2007
Issuing Authority: Business Registration Office – Hanoi Department of Planning and Investment (now the Hanoi Department of Finance)
Registered Office Address: 4th Floor, Hoa Binh Tower, No. 106 Hoang Quoc Viet Street, Nghia Do Ward, Hanoi City, Vietnam
Represented by Mr. LE QUANG LUONG
Date of birth: Ethnicity: Kinh Nationality: Vietnam
Personal identification number:
Permanent address:
Contact address:
Party A and Party B are hereinafter collectively referred to as the “Parties”.
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WHEREAS:
Heartcore Luvina Vietnam Company Limited (hereinafter referred to as the “Company”), represented by Mr. Bui Tran Luong, is a company duly incorporated and validly existing under the laws of Vietnam pursuant to Enterprise Registration Certificate No. 0110537291, first issued on November 10, 2023 by the Business Registration Office – Hanoi Department of Planning and Investment (the “Enterprise Registration Certificate”). According to the Enterprise Registration Certificate, the Company has a charter capital of VND 3,360,000,000. Of such amount, Heartcore Enterprises, Inc. (United States), represented by Mr. Yamamoto Sumitaka, holds a 51% equity interest, equivalent to VND 1,713,600,000, and Luvina Software Joint Stock Company (Vietnam), represented by Mr. Le Quang Luong, holds the remaining 49% equity interest, equivalent to VND 1,646,400,000.
Party A wishes to transfer to Party B, and Party B wishes to acquire from Party A, the entire 51% Transferred Capital Contribution on the terms and conditions set forth in this Agreement;
The Parties wish to set forth certain representations, warranties, covenants, undertakings and obligations in connection with this Transaction, and to establish the terms and conditions governing the implementation of this Transaction.
NOW, THEREFORE, after considering the benefits of each Party and in accordance with Vietnamese law, the Parties agree as follows:
Article 1. Subject Matter of the Agreement
Party A agrees to transfer to Party B, and Party B agrees to acquire from Party A, the entire 51% Transferred Capital Contribution owned by Party A (hereinafter referred to as the “Transferred Capital Contribution”), together with all rights and obligations attaching to such capital contribution and accrued up to the date of execution of this Agreement. The Transferred Capital Contribution is free and clear of any dispute, claim, pledge, mortgage, security interest, lien or any other encumbrance or restriction.
Party B agrees to acquire all of the Transferred Capital Contribution.
Article 2. Transfer Price and Payment Method
Party A agrees to transfer the entire Transferred Capital Contribution specified in Article 1 of this Agreement for a transfer price of JPY 29,000,000 (Twenty-nine million Japanese Yen) (the “Transfer Price”). The Transfer Price set forth above is exclusive of taxes. Any taxes arising from the capital transfer transaction and falling under the obligation of Party A in accordance with the laws of Vietnam shall be fully declared and paid by Party A to the competent tax authorities in accordance with applicable laws.
Party B shall fully pay the Transfer Price to Party A on or before August 14, 2026, Vietnam time (the “Payment Date”). Party A’s receipt of the full Transfer Price in Party A’s bank account shall be a condition precedent to the completion of the transfer, the execution of any transfer documents and the registration of changes of members/owners of the Company.
Party B shall transfer the payment for the purchase of Party A’s Transferred Capital Contribution to Party A’s bank account as follows:
| ● | Account holder’s name: | |
| ● | Account number: | |
| ● | Bank name: |
| 2 |
| ● | Branch: N/A | |
| ● | Branch postal code: N/A | |
| ● | Swift code: | |
| ● | Currency: JPY | |
| ● | IBAN: | |
| ● | Sort code: | |
| ● | Payment reference: | |
| ● | Payee Address: |
Article 3. Representations and Warranties of Party A
Party A warrants to Party B as follows:
Party A is the lawful owner of the Transferred Capital Contribution and has full rights, authority and legal capacity to enter into and perform this Agreement.
The Transferred Capital Contribution has been fully contributed in accordance with applicable laws, the Company’s Charter and the Company’s internal documents. Party A represents and warrants to Party B that Party B shall obtain lawful ownership of the entire Transferred Capital Contribution as of the completion of the transfer, and that Party B shall be entitled to all rights and benefits attaching to the Transferred Capital Contribution in accordance with applicable laws and the Company’s Charter.
3.3. As of the date of signing this Agreement:
The Transferred Capital Contribution is not subject to any dispute;
it is not subject to distraint or seizure for enforcement of judgments;
it is not pledged, mortgaged, deposited as security, or otherwise encumbered;
it is not frozen or subject to any restriction on transfer;
it is not subject to any pre-emptive rights, third-party rights, or any agreement that may affect or restrict the transfer contemplated under this Agreement.
The execution and performance of this Agreement do not and will not violate:
any provisions of applicable laws;
the Company’s Charter;
any contract, agreement or undertaking to which Party A is a party or by which Party A is otherwise bound.
All information, documents and records provided by Party A to Party B in relation to the Transferred Capital Contribution are true, accurate and complete.
Party A shall cooperate with Party B and the Company in carrying out all necessary procedures and providing all required documents to complete the transfer and the registration of changes of members/owners in accordance with applicable laws, including any post-completion or supplemental filings and documentation required after the completion of the transaction.
Party A shall be responsible for any and all obligations, undertakings or disputes arising from its acts or omissions prior to the completion of the transfer, except as otherwise agreed by the Parties.
In the event that any representation or warranty of Party A is inaccurate or breached, resulting in actual damages to Party B, Party A shall indemnify Party B for such actual damages, provided that Party A’s aggregate indemnification liability under this Agreement shall not exceed the Transfer Price.
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Except as disclosed in the Company’s financial statements and records provided to Party B, and to the best of Party A’s knowledge after reasonable inquiry, Party A is not aware of any undisclosed liabilities which would materially affect the value of the Transferred Capital Contribution.
To the best of Party A’s knowledge after reasonable inquiry, Party A confirms the representations and warranties set out in Articles 3.5, 3.7 and 3.9, unless expressly provided otherwise in this Agreement.
No claim may be made against Party A unless the aggregate amount of all claims exceeds 1% of the Transfer Price. In no event shall Party A be liable for any indirect, special, incidental, punitive, loss of profit or consequential damages, unless otherwise mandatorily required by applicable law.
The representations and warranties of Party A shall survive for a period of twelve (12) months from the Payment Date. Any claim relating to such representations and warranties must be notified by Party B to Party A in writing within such period.
Article 4. Representations and Warranties of Party B
Party B has full civil legal capacity, civil act capacity, and all necessary authority to enter into and perform this Agreement.
The execution and performance of this Agreement do not and will not violate:
any provisions of applicable laws;
the Company’s Charter;
any agreement or undertaking by which Party B is bound.
Party B shall cooperate with Party A and the Company in carrying out all necessary procedures to complete the transfer of the capital contribution and the registration of changes of members/owners in accordance with applicable laws, including any post-completion procedures or additional documentation required after completion of the transaction.
Party B undertakes to duly perform all rights and obligations of a member of the Company corresponding to the Transferred Capital Contribution as of the completion of the transfer, subject to Party A’s receipt of the full Transfer Price.
Party B acknowledges that it is currently a member holding 49% of the charter capital of the Company, is sufficiently familiar with the Company, has conducted its own independent investigation of the Company and has had full access to the Company’s books, records, financial statements and management.
Party B agrees to acquire the Transferred Capital Contribution on an “as is” basis, except for the representations and warranties expressly provided in this Agreement. Except as expressly provided in this Agreement, Party A makes no other representations or warranties, whether express or implied.
Article 5. Termination of the Agreement
Either Party may terminate this Agreement by written notice to the other Party in the following cases
The other Party materially breaches its obligations or commitments under this Agreement, including fraud or serious inaccuracy in its representations and warranties, and fails to remedy such breach within thirty (30) days after receiving notice; or
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Newly promulgated or effective laws after the signing date of this Agreement: (i) prevent the performance of transactions herein; or (ii) disallow Party B to purchase the Transferred Capital Contribution; or (iii) require Party B to relinquish the Transferred Capital Contribution.
Upon termination, the Parties shall, to the extent permitted by law, restore the conditions and status of each Party to the state prior to the signing of this Agreement.
Article 6. Dispute Resolution
Any matter not provided for in this Agreement, or any provision that is unclear or related to interpretation, inconsistency, disagreement or dispute arising out of or in connection with any provision of this Agreement, shall be resolved by the Parties through good-faith negotiation and amicable settlement. However, in the event that the Parties are unable to resolve such matters through negotiation and mediation, any dispute arising out of or in connection with this Agreement shall be resolved by arbitration at the Vietnam International Arbitration Centre (VIAC) in accordance with the Arbitration Rules of the Centre. The language of the arbitration proceedings shall be English.
Article 7. Governing Law and Effectiveness
This Agreement is governed by and construed in accordance with the laws of the Socialist Republic of Vietnam and takes effect from the signing date.
Article 8. Miscellaneous
8.1. Amendment of the Agreement
During the performance of this Agreement, if any issues arise that are not provided for in or cannot be resolved under the terms of this Agreement, the Parties may request amendments, supplements or replacements by way of one or more appendices to this Agreement. However, any such amendment or supplement must be mutually agreed upon by the Parties in writing and shall not be contrary to applicable laws.
8.2. Confidentiality
In the course of the Transaction, the Parties agree that, except as may be required by applicable law, order of a court, competent governmental authority, securities regulatory authority, stock exchange, the SEC, auditors, legal counsel, tax advisors or other professional advisors, neither Party shall, directly or indirectly, disclose or communicate, whether orally, in writing or in any other form, any confidential information of the Company or of the Parties to any third party. This provision shall remain in full force and effect indefinitely.
8.3. Number of Originals
This Agreement is executed in three (03) original copies. Party A, Party B and the Company shall each retain one (01) original copy, and all copies shall have the same content and equal legal validity.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated on the first page of this Agreement.
| Company Confirmation | Party A |
Party B | ||
HEARTCORE ENTERPRISES, INC. |
LUVINA SOFTWARE JOINT STOCK COMPANY | |||
| /s/ Bui Tran Luong | /s/ Yamamoto Sumitaka | /s/ Le Quang Luong | ||
| BUI TRAN LUONG | YAMAMOTO SUMITAKA | LE QUANG LUONG |
| 5 |
Exhibit 99.1
HeartCore Announces Strategic Transfer of 51% Equity Interest in HeartCore Luvina Vietnam to Luvina Software
Transaction supports portfolio optimization while strengthening HeartCore’s focus on the Go IPO business and financial services-related growth initiatives
NEW YORK and TOKYO, August 7, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, has entered into an agreement to transfer its entire 51% equity interest in HeartCore Luvina Vietnam Company Limited (“HCLV”), the Company’s Vietnam-based software development joint venture, to Luvina Software Joint Stock Company (“Luvina”), HeartCore’s existing joint venture partner who holds the remaining 49% equity interest in HCLV, for JPY 29,000,000 (approximately $184,093).
The transaction is part of HeartCore’s ongoing business portfolio optimization strategy and supports concentration of management’s resources and capital on HeartCore’s Go IPO consulting and financial services-related business initiatives. By transferring HCLV to Luvina, a partner with deep local operating knowledge and a long-standing relationship with the business, HeartCore believes the transaction provides a constructive path for HCLV’s continued operations.
HeartCore CEO, Sumitaka Kanno, commented, “This transaction advances our ongoing effort to optimize HeartCore’s business portfolio and sharpen our focus on the opportunities where we believe we can create the greatest value. HCLV has been an important joint venture for the Company, and we believe transferring our interest to Luvina provides a practical and positive path for the business, while allowing HeartCore to concentrate its resources on its Go IPO business and financial services-related growth initiatives. We remain committed to disciplined capital allocation, operational focus, and the continued development of our Go IPO business and financial services-related business initiative. We believe this transaction supports those priorities and helps simplify our structure as we pursue long-term growth.”
About HeartCore Enterprises, Inc.
HeartCore Enterprises, Inc. is headquartered in Tokyo, Japan, and is a leading consulting services company providing U.S. market listing support and related advisory services primarily to Japanese corporate clients. For more information, please visit https://heartcore-enterprises.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. 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, but are not limited to, statements regarding the expected benefits of the HCLV equity interest transfer, the anticipated impact of the transaction on HeartCore’s financial profile, operating structure, strategic focus, future business priorities, and growth opportunities.
Forward-looking statements are subject to 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, including the satisfaction of closing conditions, receipt of the transfer price, completion of applicable Vietnamese corporate and foreign investment procedures, tax filings and payments, accounting treatment, foreign exchange effects, and other factors discussed in HeartCore’s filings with the Securities and Exchange Commission. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, 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
(949) 574-3860