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
Date of Report (Date of earliest event reported) March 31, 2026
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) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 14F, Shibuya Sakura Stage Central Building,<br><br> <br>1-2 Sakuragaoka-cho,<br><br> <br>Shibuya-ku, Tokyo, Japan | 150-0031 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code +81-3-6899-7114
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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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 of each class | Trading Symbol(s) | Name 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 March 31, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing financial results for the year ended December 31, 2025. 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 No. | Description |
|---|---|
| 99.1 | Press release of the issuer dated March 31, 2026. |
| 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 thereunto duly authorized.
| Date:<br> March 31, 2026 | HEARTCORE ENTERPRISES, INC. | |
|---|---|---|
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka<br> Yamamoto | ||
| Chief<br> Executive Officer |
Exhibit99.1
HeartCoreReports Full Year 2025 Results
NEWYORK and TOKYO, March 31, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, reported financial results for the full year ended December 31, 2025.
RecentOperational Highlights
| ● | As<br> of March 31, 2026, HeartCore was engaged with 16 Go IPO clients, including 6 clients currently<br> in various stages of preparation for potential public registrations and U.S. exchange listings. |
|---|---|
| ● | Authorized<br> one-time distribution payment to stockholders. |
| ● | Authorized<br> $2.0 million share repurchase program. |
| ● | Divested<br> software business subsidiary, HeartCore Co., Ltd (“HeartCore Japan”). |
| ● | Established<br> Higgs Field Co., Ltd. (“Higgs Field”) on October 31, 2025, as a new subsidiary<br> in Japan to support the Company’s strategic transition toward financial services. |
ManagementCommentary
HeartCore CEO Sumitaka Kanno commented:”Over the past year, we executed a strategic transformation of our business, including the divestiture of our software business subsidiary, HeartCore Japan, and a shift toward financial services and capital markets-related activities. We have also made progress in our Go IPO business, with an expanding client base and multiple engagements advancing through various stages of the registration and listing process. In addition, we established Higgs Field in the fourth quarter of 2025 to serve as our new operating platform in Japan. Going forward, we will continue to strengthen our focus on financial services and aim to drive sustainable growth and long-term stockholder value.”
FullYear 2025 Financial Results
Revenues were $9.0 million, compared to $22.7 million in the same period last year. The decrease was primarily due to receipt of $13 million in warrant revenue from one large Go IPO deal in the prior period, and no comparable revenue in the current period.
Gross profit was $3.2 million, compared to $14.7 million in the same period last year. The decrease was primarily due to the absence of a significant warrant-related revenue contribution from a large Go IPO deal recognized in the prior period.
Operating expenses decreased to $6.3 million, compared to $14.9 million in the same period last year. The decrease was primarily due to the reduction in operating expenses to save cash flows and the absence of impairment charges for intangible assets and goodwill during the current period.
Net income was $5.5 million, compared to a net loss of $5.2 million in the same period last year. The increase was primarily due to the gain on the sale of HeartCore Japan.
Adjusted EBITDA was $6.5 million, compared to $7.3 million in the same period last year.
As of December 31, 2025, the Company had cash and cash equivalents of $2.0 million.
AboutHeartCore 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/.
Non-GAAPFinancial Measures
This document includes references to adjusted EBITDA, which is a non-GAAP financial measure. For the purposes of this presentation, adjusted EBITDA is calculated by adjusting net loss to exclude depreciation and amortization, changes in fair value of investments in marketable securities, changes in fair value of investment in warrants, interest income, and interest expenses.
This measure is presented as supplemental information and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
Management believes that adjusted EBITDA provides useful information to investors by highlighting the Company’s core operational performance, excluding non-cash and non-recurring items. However, non-GAAP financial measures have limitations and should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.
| Item | FY25 | FY24 |
|---|---|---|
| Net income (loss) | $5.5 million | $(5.2) million |
| (+) Depreciation | $0.0 million | $0.1 million |
| (+) Impairment loss on goodwill | $0.0 million | $3.3 million |
| (+) Impairment loss on intangible assets | $0.0 million | $3.9 million |
| (+) Changes in fair value of investments in marketable securities | $1.5 million | $2.4 million |
| (+) Changes in fair value of investment in warrants | $(0.6) million | $(1.7) million |
| (+) Loss on sale of warrants | $0.0 million | $4.0 million |
| (+) Impairment of investment in equity securities | $0.0 million | $0.3 million |
| (+) Changes in fair value of derivative liability | $(0.1) million | $0.0 million |
| (+) Loss on forgiveness of note receivable | $0.1 million | $0.1 million |
| (+) Interest income | $(0.0) million | $(0.0) million |
| (+) Interest expenses | $0.1 million | $0.1 million |
| Adjusted EBITDA | $6.5 million | $7.3 million |
Forward-LookingStatements
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 “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.
John Yi and Steven Shinmachi
HTCR@gateway-grp.com
(949) 574-3860
HeartCoreEnterprises, Inc.
ConsolidatedBalance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 1,985,962 | $ | 1,973,810 | ||
| Accounts receivable | 707,865 | 1,030,243 | |||
| Investments in marketable securities | 3,690,187 | 4,495,703 | |||
| Prepaid expenses | 182,077 | 131,325 | |||
| Current portion of long-term note receivable | 100,000 | 100,000 | |||
| Deferred offering costs | 250,000 | - | |||
| Other current assets | 208,503 | 136,217 | |||
| Current assets of discontinued operations | - | 1,550,067 | |||
| Proceeds receivable from sale of discontinued operations | 1,291,298 | - | |||
| Total current assets | 8,415,892 | 9,417,365 | |||
| Non-current assets: | |||||
| Property and equipment, net | 291,589 | 475,697 | |||
| Operating lease right-of-use assets | 29,449 | 172,594 | |||
| Long-term investment in warrants | 280,924 | 577,786 | |||
| Long-term note receivable | - | 100,000 | |||
| Deferred tax assets | 23,121 | 31,575 | |||
| Security deposits | 282,958 | 108,880 | |||
| Other non-current assets | 549 | 11,715 | |||
| Non-current assets of discontinued operations | - | 3,069,422 | |||
| Long-term proceeds receivable from sale of discontinued operations | 3,736,995 | - | |||
| Total non-current assets | 4,645,585 | 4,547,669 | |||
| Total assets | 13,061,477 | $ | 13,965,034 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable and accrued expenses | 1,146,501 | $ | 1,637,108 | ||
| Accounts payable and accrued expenses - related party | 124,618 | 47,199 | |||
| Accrued payroll and other employee costs | 509,547 | 273,115 | |||
| Due to related party | 285 | 885 | |||
| Short-term debt - related party | 75,000 | 75,000 | |||
| Current portion of long-term debts | 50,598 | 46,382 | |||
| Insurance premium financing | 13,430 | 16,626 | |||
| Factoring liability | 135,982 | 172,394 | |||
| Operating lease liabilities, current | 32,793 | 134,910 | |||
| Finance lease liabilities, current | - | 15,956 | |||
| Income tax payables | 1,857,386 | 818,030 | |||
| Deferred revenue | 676,216 | 751,251 | |||
| Derivative liability | 121,719 | - | |||
| Other current liabilities | 586,175 | 589,762 | |||
| Current liabilities of discontinued operations | - | 2,843,104 | |||
| Total current liabilities | 5,330,250 | 7,421,722 | |||
| Non-current liabilities: | |||||
| Long-term debts | 448,376 | 498,706 | |||
| Operating lease liabilities, non-current | - | 41,530 | |||
| Finance lease liabilities, non-current | - | 43,593 | |||
| Asset retirement obligations | - | 72,463 | |||
| Non-current liabilities of discontinued operations | - | 2,425,005 | |||
| Total non-current liabilities | 448,376 | 3,081,297 | |||
| Total liabilities | 5,778,626 | 10,503,019 | |||
| Shareholders’ equity: | |||||
| Preferred shares, 0.0001 par value, 20,000,000 shares authorized; Series A convertible preferred shares, 4,000 and no shares designated, 1,017 and no shares issued and outstanding as of December 31, 2025 and 2024, respectively; aggregate liquidation preference of 1,158,362 and nil as of December 31, 2025 and 2024, respectively | 691,858 | - | |||
| Common shares, 0.0001 par value, 200,000,000 shares authorized, 25,419,807 and 21,937,987 shares issued and outstanding as of December 31, 2025 and 2024, respectively | 2,542 | 2,193 | |||
| Subscription receivable | - | (103,942 | ) | ||
| Additional paid-in capital | 21,899,754 | 20,656,153 | |||
| Accumulated deficit | (13,755,534 | ) | (16,244,843 | ) | |
| Accumulated other comprehensive income (loss) | (58,497 | ) | 343,936 | ||
| Total HeartCore Enterprises, Inc. shareholders’ equity | 8,780,123 | 4,653,497 | |||
| Non-controlling interests | (1,497,272 | ) | (1,191,482 | ) | |
| Total shareholders’ equity | 7,282,851 | 3,462,015 | |||
| Total liabilities and shareholders’ equity | 13,061,477 | $ | 13,965,034 |
All values are in US Dollars.
HeartCoreEnterprises, Inc.
ConsolidatedStatements of Operations and Comprehensive Income (Loss)
| 2024 | |||||
| Revenues | 8,968,732 | $ | 22,685,544 | ||
| Cost of revenues (including cost of revenues resulting from transactions with a related party of 261,257 and 160,502 for the years ended December 31, 2025 and 2024, respectively) | 5,817,279 | 7,969,898 | |||
| Gross profit | 3,151,453 | 14,715,646 | |||
| Operating expenses: | |||||
| Selling expenses | 233,744 | 621,070 | |||
| General and administrative expenses (including general and administrative expenses resulting from transactions with a related party of 29,048 and 41,786 for the years ended December 31, 2025 and 2024, respectively) | 6,039,026 | 6,921,959 | |||
| Research and development expenses | - | 179,762 | |||
| Impairment of intangible asset | - | 3,878,125 | |||
| Impairment of goodwill | - | 3,276,441 | |||
| Total operating expenses | 6,272,770 | 14,877,357 | |||
| Loss from continuing operations | (3,121,317 | ) | (161,711 | ) | |
| Other income (expenses): | |||||
| Changes in fair value of investments in marketable securities | (1,494,234 | ) | (2,412,385 | ) | |
| Changes in fair value of investments in warrants | 625,675 | 1,657,699 | |||
| Loss on sale of warrants | - | (3,970,628 | ) | ||
| Impairment of investment in equity securities | - | (300,000 | ) | ||
| Changes in fair value of derivative liability | 114,422 | - | |||
| Loss on forgiveness of note receivable | (100,000 | ) | (100,000 | ) | |
| Interest income | 5,381 | 15,882 | |||
| Interest expenses | (87,660 | ) | (118,789 | ) | |
| Other income | 100,233 | 32,042 | |||
| Other expenses | (181,605 | ) | (153,917 | ) | |
| Total other expenses | (1,017,788 | ) | (5,350,096 | ) | |
| Loss from continuing operations before income tax expense (benefit) | (4,139,105 | ) | (5,511,807 | ) | |
| Income tax expense (benefit) | 44,900 | (363,156 | ) | ||
| Net loss from continuing operations | (4,184,005 | ) | (5,148,651 | ) | |
| Income (loss) from discontinued operations, net of income tax | 9,677,293 | (64,249 | ) | ||
| Net income (loss) | 5,493,288 | (5,212,900 | ) | ||
| Less: net loss attributable to non-controlling interests | (300,596 | ) | (3,731,526 | ) | |
| Net income (loss) attributable to HeartCore Enterprises, Inc. | 5,793,884 | (1,481,374 | ) | ||
| Dividends accrued on Series A convertible preferred shares | (94,357 | ) | - | ||
| Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders | 5,699,527 | $ | (1,481,374 | ) | |
| Other comprehensive loss: | |||||
| Foreign currency translation adjustment | (152,969 | ) | (16,614 | ) | |
| Total comprehensive income (loss) | 5,340,319 | (5,229,514 | ) | ||
| Less: comprehensive loss attributable to non-controlling interests | (305,790 | ) | (3,760,195 | ) | |
| Comprehensive income (loss) attributable to HeartCore Enterprises, Inc. | 5,646,109 | $ | (1,469,319 | ) | |
| Net income (loss) from continuing operations attributable to HeartCore Enterprises, Inc. per common share | |||||
| Basic | (0.17 | ) | $ | (0.07 | ) |
| Diluted | (0.17 | ) | $ | (0.07 | ) |
| Income (loss) from discontinued operations per common share | |||||
| Basic | 0.42 | $ | (0.00 | ) | |
| Diluted | 0.38 | $ | (0.00 | ) | |
| Net income (loss) attributable to HeartCore Enterprises, Inc. per common share | |||||
| Basic | 0.25 | $ | (0.07 | ) | |
| Diluted | 0.22 | $ | (0.07 | ) | |
| Weighted average common shares outstanding | |||||
| Basic | 23,072,519 | 20,940,956 | |||
| Diluted | 25,459,388 | 20,940,956 |
All values are in US Dollars.
HeartCoreEnterprises, Inc.
ConsolidatedStatements of Cash Flows
| For the year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities of continuing operations: | ||||||
| Net income | $ | 5,493,288 | $ | (5,212,900 | ) | |
| Income from discontinued operations, net of income tax | 9,677,293 | (64,249 | ) | |||
| Net loss from continuing operations | (4,184,005 | ) | (5,148,651 | ) | ||
| Adjustments to reconcile net loss from continuing operations to net cash flows used in operating activities of continuing operations: | ||||||
| Depreciation and amortization expenses | 46,373 | 676,047 | ||||
| Loss on disposal of property and equipment | 116,981 | 1,798 | ||||
| Non-cash lease expense | 62,845 | 126,217 | ||||
| Gain on termination of lease | (9,059 | ) | - | |||
| Impairment of intangible asset | - | 3,878,125 | ||||
| Impairment of goodwill | - | 3,276,441 | ||||
| Deferred income taxes | 9,192 | (1,297,495 | ) | |||
| Stock-based compensation | (151,139 | ) | 368,744 | |||
| Marketable securities received as noncash consideration | - | (572,010 | ) | |||
| Warrants received as noncash consideration | (837,913 | ) | (12,969,683 | ) | ||
| Changes in fair value of investments in marketable securities | 1,494,234 | 2,412,385 | ||||
| Changes in fair value of investment in warrants | (625,675 | ) | (1,657,699 | ) | ||
| Loss on sale of warrants | - | 3,970,628 | ||||
| Impairment of investment in equity securities | - | 300,000 | ||||
| Impairment of investment in SAFE | - | 75,000 | ||||
| Changes in fair value of derivative liability | (114,422 | ) | - | |||
| Loss on forgiveness of note receivable | 100,000 | 100,000 | ||||
| Gain on settlement of asset retirement obligations | (45,873 | ) | - | |||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | 322,040 | 1,050,522 | ||||
| Prepaid expenses | 86,563 | 178,949 | ||||
| Other assets | (119,413 | ) | 71,469 | |||
| Accounts payable and accrued expenses | (485,665 | ) | 318,803 | |||
| Accounts payable and accrued expenses - related party | 79,600 | 47,955 | ||||
| Accrued payroll and other employee costs | 234,835 | (59,033 | ) | |||
| Due to related party | (585 | ) | - | |||
| Operating lease liabilities | (54,400 | ) | (131,935 | ) | ||
| Income tax payables | 1,036,456 | 667,483 | ||||
| Deferred revenue | (75,035 | ) | (98,145 | ) | ||
| Other liabilities | (3,036 | ) | 523,768 | |||
| Net cash flows used in operating activities of continuing operations | (3,117,101 | ) | (3,890,317 | ) | ||
| Cash flows from investing activities of continuing operations: | ||||||
| Purchase of investment in SAFE | - | (75,000 | ) | |||
| Net proceeds from sale of warrants | - | 5,640,000 | ||||
| Proceeds from sale of marketable securities | 1,071,732 | 749,546 | ||||
| Proceeds from sale of discontinued operations, net of cash divested | 4,518,868 | - | ||||
| Net cash flows provided by investing activities of continuing operations | 5,590,600 | 6,314,546 | ||||
| Cash flows from financing activities of continuing operations: | ||||||
| Payments for finance lease | (14,666 | ) | (16,518 | ) | ||
| Proceeds from related party debt | - | 75,000 | ||||
| Repayment of long-term debts | (46,114 | ) | (33,919 | ) | ||
| Repayment of insurance premium financing | (142,696 | ) | (156,063 | ) | ||
| Net repayment of factoring arrangement | (36,412 | ) | (390,373 | ) | ||
| Capital contribution from non-controlling shareholder | - | 67,195 | ||||
| Dividends paid for common shares | (3,304,575 | ) | (834,566 | ) | ||
| Proceeds from issuance of common shares related to at the market offering agreement | 30,445 | 1,423,342 | ||||
| Proceeds from collection of subscription receivable | 103,942 | - | ||||
| Proceeds from exercise of stock options | 117,000 | - | ||||
| Proceeds from issuance of Series A convertible preferred shares and common shares related to securities purchase agreement, net of share issuance costs | 1,800,000 | - | ||||
| Net cash flows provided by (used in) financing activities of continuing operations | (1,493,076 | ) | 134,098 | |||
| Cash flows from discontinued operations: | ||||||
| Net cash flows used in operating activities of discontinued operations | (854,831 | ) | (884,654 | ) | ||
| Net cash flows provided by investing activities of discontinued operations | 171,641 | 34,658 | ||||
| Net cash flows used in financing activities of discontinued operations | (351,089 | ) | (452,744 | ) | ||
| Net cash flows used in discontinued operations | (1,034,279 | ) | (1,302,740 | ) | ||
| Effect of exchange rate changes | (81,271 | ) | (146,977 | ) | ||
| Net change in cash and cash equivalents | (135,127 | ) | 1,108,610 | |||
| Cash and cash equivalents - beginning of the year | 2,121,089 | 1,012,479 | ||||
| Cash and cash equivalents - end of the year | $ | 1,985,962 | $ | 2,121,089 | ||
| Supplemental cash flow disclosures: | ||||||
| Interest paid | $ | 109,440 | $ | 143,101 | ||
| Income taxes paid | $ | 211,844 | $ | 298,466 | ||
| Non-cash investing and financing transactions: | ||||||
| Insurance premium financing | $ | 139,500 | $ | 172,689 | ||
| Warrants converted to marketable securities | $ | 1,760,450 | $ | 6,443,276 | ||
| Issuance of common shares related to equity purchase agreement | $ | 250,000 | $ | - | ||
| Dividends accrued on Series A convertible preferred shares | $ | 94,357 | $ | - | ||
| Issuance of common shares for dividends on Series A convertible preferred shares | $ | 220,000 | $ | - | ||
| Series A convertible preferred shares converted to common shares | $ | 668,728 | $ | - |