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 2.02. Results of Operations and Financial Condition.
On August 13, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2026. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of the registrant issued on August 13, 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 13, 2026 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
Exhibit 99.1
HeartCore Reports Second Quarter 2026 Financial Results
NEW YORK and TOKYO, August 13, 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 second quarter ended June 30, 2026.
Recent Operational Highlights
| ● | As of June 30, 2026, HeartCore was engaged with 16 Go IPO clients, including 6 clients currently in various stages of preparation for potential initial public offerings and U.S. exchange listings. |
| ● | Entered into an agreement with Luvina Software Joint Stock Company to divest the Company’s 51% equity interest in HeartCore Luvina Vietnam Company Limited (“HeartCore Luvina”) as part of ongoing portfolio optimization. |
| ● | Completed the strategic divestiture of Sigmaways, Inc. (“Sigmaways”), concentrating the Company’s business on Go IPO consulting, capital markets advisory, and financial services. |
| ● | Regained compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). |
Management Commentary
HeartCore CEO Sumitaka Kanno commented: “During the first half of 2026, we took decisive steps to simplify HeartCore’s operating structure and sharpen our strategic focus. The divestiture of Sigmaways and the pending disposition of our 51% equity interest in HeartCore Luvina Vietnam represent important components of our ongoing portfolio optimization and will allow us to further concentrate resources on our core Go IPO and planned launch of our financial services business. The Nasdaq listing environment remains selective and compliance-driven, reinforcing the importance of disciplined client selection and thorough preparation. Accordingly, we are prioritizing opportunities with clients that we believe demonstrate stronger fundamentals, organizational readiness, and a clear path toward satisfying U.S. regulatory and exchange-listing requirements. With a streamlined portfolio and a more focused pipeline, we believe HeartCore is better positioned to deepen client relationships and advance its capital markets and financial services initiatives.”
Second Quarter 2026 Financial Results
Revenues increased by 71.6% to $321,000, compared to $187,000 in the same period last year. The increase was primarily due to an increase in software development services revenue in connection with additional customer orders obtained by HeartCore Luvina, the Company’s Vietnamese subsidiary, partially offset by a decrease in Go IPO consulting services revenue primarily due to fewer Go IPO customers and extensions of IPO timelines by IPO customers during the current period.
Gross loss was $70,000, compared to gross loss of $23,000 in the same period last year. The increase in gross loss was primarily due to a decrease in gross profit from Go IPO consulting services, as the Company devoted additional efforts and resources, and incurred more outsourcing expenses, to enhance its Go IPO consulting customer experience, partially offset by an increase in gross profit from software development services in light of the increase in sales.
Operating expenses were $754,000, compared to $745,000 in the same period last year. The increase was primarily due to an increase in general and administrative expenses, partially offset by a decrease in selling expenses.
Net loss was $2.0 million, compared to net income of $1.1 million in the same period last year, as a result of the aforementioned increase in gross loss, a shift from other income to other expenses, and a loss from discontinued operations.
Adjusted EBITDA was $(1.3) million for the second quarter of 2026, compared to Adjusted EBITDA of $(0.1) million in the same period last year.
Six Months Ended June 30, 2026 Financial Results
Revenues increased by 25.9% to $554,000 for the first six months of 2026, compared to $440,000 in the same period last year. The increase was primarily due to an increase in software development services revenue in connection with additional customer orders obtained by HeartCore Luvina, partially offset by a decrease in Go IPO consulting services revenue primarily due to fewer Go IPO customers and extensions of IPO timelines by IPO customers during the current period.
Gross loss was $178,000, compared to gross profit of $75,000 in the same period last year. The decline in gross profit was primarily due to a decrease in gross profit from Go IPO consulting services, as the Company devoted additional efforts and resources to enhance its Go IPO consulting customer experience, resulting in a gross loss from Go IPO consulting services, partially offset by an increase in gross profit from software development services in light of the increase in sales.
Operating expenses were $2.0 million, compared to $1.9 million in the same period last year. The increase was primarily due to an increase in general and administrative expenses, partially offset by a decrease in selling expenses.
Net loss was $4.0 million, compared to a net loss of $2.1 million in the same period last year, as a result of the aforementioned decrease in gross profit, an increase in other expenses, and a loss from discontinued operations.
Adjusted EBITDA was $(2.9) million for the six months ended June 30, 2026, compared to Adjusted EBITDA of $(1.2) million in the same period last year.
As of June 30, 2026, the Company had cash and cash equivalents of $587,000.
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/.
Non-GAAP Financial 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, changes in fair value of derivative liability, interest income, interest expenses, other income, and other 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.
| For the six months ended June 30, | ||||||||
| Item | 2026 | 2025 | ||||||
| Net loss | ($4.0) million | ($2.1) million | ||||||
| (+) Depreciation | $0.0 million | $0.0 million | ||||||
| (+) Changes in fair value of investments in marketable securities | $0.8 million | $0.9 million | ||||||
| (+) Changes in fair value of investment in warrants | $0.0 million | ($0.1) million | ||||||
| (+) Changes in fair value of derivative liability | ($0.0) million | $0.0 million | ||||||
| (+) Interest income | ($0.0) million | ($0.0) million | ||||||
| (+) Interest expenses | $0.0 million | $0.0 million | ||||||
| (+) Other income | ($0.0) million | ($0.0) million | ||||||
| (+) Other expenses | $0.3 million | $0.0 million | ||||||
| Adjusted EBITDA | ($2.9) million | ($1.2) million | ||||||
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 “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.
HeartCore Investor Relations Contact:
Gateway Group, Inc.
John Yi and Steven Shinmachi
(949) 574-3860
HEARTCORE ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 587,074 | $ | 1,904,826 | ||||
| Accounts receivable | 62,770 | 22,830 | ||||||
| Investments in marketable securities | 2,668,317 | 3,690,187 | ||||||
| Prepaid expenses | 114,340 | 127,565 | ||||||
| Deferred offering costs | 250,000 | 250,000 | ||||||
| Other current assets | 113,670 | 208,503 | ||||||
| Current assets of discontinued operations | - | 920,683 | ||||||
| Proceeds receivable from sale of discontinued operations | 467,970 | 1,291,298 | ||||||
| Total current assets | 4,264,141 | 8,415,892 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 252,389 | 275,465 | ||||||
| Operating lease right-of-use assets | 412,976 | 17,781 | ||||||
| Long-term investment in warrants | 121,774 | 280,924 | ||||||
| Deferred tax assets | 22,286 | 23,121 | ||||||
| Security deposits | 270,525 | 281,313 | ||||||
| Other non-current assets | 816 | 549 | ||||||
| Non-current assets of discontinued operations | - | 29,437 | ||||||
| Long-term proceeds receivable from sale of discontinued operations | 3,520,918 | 3,736,995 | ||||||
| Total non-current assets | 4,601,684 | 4,645,585 | ||||||
| Total assets | $ | 8,865,825 | $ | 13,061,477 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 286,711 | $ | 299,042 | ||||
| Accounts payable and accrued expenses - related party | 33,946 | 124,618 | ||||||
| Accrued payroll and other employee costs | 88,057 | 64,203 | ||||||
| Due to related party | 460 | 285 | ||||||
| Insurance premium financing | 66,327 | 13,430 | ||||||
| Operating lease liabilities, current | 280,326 | 17,781 | ||||||
| Income tax payables | 1,737,804 | 1,857,386 | ||||||
| Deferred revenue | 568,773 | 676,216 | ||||||
| Derivative liability | 74,461 | 121,719 | ||||||
| Other current liabilities | 523,236 | 526,984 | ||||||
| Current liabilities of discontinued operations | - | 1,628,586 | ||||||
| Total current liabilities | 3,660,101 | 5,330,250 | ||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities, non-current | 139,094 | - | ||||||
| Non-current liabilities of discontinued operations | - | 448,376 | ||||||
| Total non-current liabilities | 139,094 | 448,376 | ||||||
| Total liabilities | 3,799,195 | 5,778,626 | ||||||
| Shareholders’ equity: | ||||||||
| Preferred shares, $0.0001 par value, 20,000,000 shares authorized; Series A convertible preferred shares, 4,000 shares designated, 617 and 1,017 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; aggregate liquidation preference of $748,228 and $1,158,362 as of June 30, 2026 and December 31, 2025, respectively | 419,741 | 691,858 | ||||||
| Common shares, $0.0001 par value, 200,000,000 shares authorized, 1,441,565 and 1,270,991 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively* | 144 | 127 | ||||||
| Additional paid-in capital | 22,128,976 | 21,902,169 | ||||||
| Accumulated deficit | (17,650,321 | ) | (13,755,534 | ) | ||||
| Accumulated other comprehensive loss | (2,702 | ) | (58,497 | ) | ||||
| Total HeartCore Enterprises, Inc. shareholders’ equity | 4,895,838 | 8,780,123 | ||||||
| Non-controlling interests | 170,792 | (1,497,272 | ) | |||||
| Total shareholders’ equity | 5,066,630 | 7,282,851 | ||||||
| Total liabilities and shareholders’ equity | $ | 8,865,825 | $ | 13,061,477 | ||||
HEARTCORE ENTERPRISES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the Six Months | ||||||||
| Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 553,926 | $ | 439,909 | ||||
| Cost of revenues (including cost of revenues resulting from transactions with a related party of $151,143 and $265,678 for the three and six months ended June 30, 2026, respectively, and of $31,328 and $56,523 for the three and six months ended June 30, 2025, respectively) | 732,056 | 365,142 | ||||||
| Gross profit (loss) | (178,130 | ) | 74,767 | |||||
| Operating expenses: | ||||||||
| Selling expenses | 69,203 | 214,596 | ||||||
| General and administrative expenses (including general and administrative expenses resulting from transactions with a related party of nil for the three and six months ended June 30, 2026, and of $11,433 and $29,048 for the three and six months ended June 30, 2025, respectively) | 1,888,888 | 1,708,906 | ||||||
| Total operating expenses | 1,958,091 | 1,923,502 | ||||||
| Loss from continuing operations | (2,136,221 | ) | (1,848,735 | ) | ||||
| Other income (expenses): | ||||||||
| Changes in fair value of investments in marketable securities | (817,491 | ) | (928,955 | ) | ||||
| Changes in fair value of investment in warrants | (16,635 | ) | 72,660 | |||||
| Changes in fair value of derivative liability | 47,258 | - | ||||||
| Interest income | 601 | 3,444 | ||||||
| Interest expenses | (4,477 | ) | (5,874 | ) | ||||
| Other income | 31,181 | 22,995 | ||||||
| Other expenses | (349,386 | ) | (913 | ) | ||||
| Total other income (expenses) | (1,108,949 | ) | (836,643 | ) | ||||
| Income (loss) from continuing operations before income tax expense | (3,245,170 | ) | (2,685,378 | ) | ||||
| Income tax expense | 38,341 | 45,581 | ||||||
| Net income (loss) from continuing operations | (3,283,511 | ) | (2,730,959 | ) | ||||
| Income (loss) from discontinued operations, net of income tax | (732,723 | ) | 655,084 | |||||
| Net income (loss) | (4,016,234 | ) | (2,075,875 | ) | ||||
| Less: net income from continuing operations attributable to non-controlling interests | 30,074 | 18,888 | ||||||
| Less: loss from discontinued operations attributable to non-controlling interests | (151,521 | ) | (107,673 | ) | ||||
| Net income (loss) attributable to HeartCore Enterprises, Inc. | (3,894,787 | ) | (1,987,090 | ) | ||||
| Dividends accrued on Series A convertible preferred shares | (47,324 | ) | (611 | ) | ||||
| Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders | $ | (3,942,111 | ) | $ | (1,987,701 | ) | ||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment | (34,513 | ) | 48,038 | |||||
| Total comprehensive income (loss) | (4,050,747 | ) | (2,027,837 | ) | ||||
| Less: comprehensive loss attributable to non-controlling interests | (130,384 | ) | (89,935 | ) | ||||
| Comprehensive income (loss) attributable to HeartCore Enterprises, Inc. | $ | (3,920,363 | ) | $ | (1,937,902 | ) | ||
| Net income (loss) from continuing operations attributable to HeartCore Enterprises, Inc. per common share* | ||||||||
| Basic | $ | (2.51 | ) | $ | (2.49 | ) | ||
| Diluted | $ | (2.51 | ) | $ | (2.49 | ) | ||
| Income (loss) from discontinued operations per common share* | ||||||||
| Basic | $ | (0.43 | ) | $ | 0.69 | |||
| Diluted | $ | (0.43 | ) | $ | 0.69 | |||
| Net income (loss) attributable to HeartCore Enterprises, Inc. per common share* | ||||||||
| Basic | $ | (2.94 | ) | $ | (1.80 | ) | ||
| Diluted | $ | (2.94 | ) | $ | (1.80 | ) | ||
| Weighted average common shares outstanding* | ||||||||
| Basic | 1,341,297 | 1,103,617 | ||||||
| Diluted | 1,341,297 | 1,105,245 | ||||||
HEARTCORE ENTERPRISES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net loss | $ | (4,016,234 | ) | $ | (2,075,875 | ) | ||
| Income (loss) from discontinued operations, net of income tax | (732,723 | ) | 655,084 | |||||
| Net loss from continuing operations | (3,283,511 | ) | (2,730,959 | ) | ||||
| Adjustments to reconcile net loss from continuing operations to net cash flows used in operating activities of continuing operations: | ||||||||
| Depreciation expense | 15,394 | 28,728 | ||||||
| Loss on disposal of property and equipment | - | 116,981 | ||||||
| Non-cash lease expense | 133,553 | 30,620 | ||||||
| Gain on termination of lease | - | (9,059 | ) | |||||
| Deferred income taxes | - | 27,673 | ||||||
| Stock-based compensation | 2,031 | 60,204 | ||||||
| Changes in fair value of investments in marketable securities | 817,491 | 928,955 | ||||||
| Changes in fair value of investment in warrants | 16,635 | (72,660 | ) | |||||
| Changes in fair value of derivative liability | (47,258 | ) | - | |||||
| Gain on settlement of asset retirement obligations | - | (45,873 | ) | |||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (40,102 | ) | (30,439 | ) | ||||
| Prepaid expenses | 120,260 | 60,557 | ||||||
| Other assets | 83,271 | 152,927 | ||||||
| Accounts payable and accrued expenses | (9,464 | ) | (106,918 | ) | ||||
| Accounts payable and accrued expenses - related party | (90,717 | ) | (23,386 | ) | ||||
| Accrued payroll and other employee costs | 25,945 | (35,053 | ) | |||||
| Due to related party | 191 | (884 | ) | |||||
| Operating lease liabilities | (126,904 | ) | (23,648 | ) | ||||
| Income tax payables | 11,150 | (105,946 | ) | |||||
| Deferred revenue | (107,443 | ) | (190,163 | ) | ||||
| Other liabilities | (3,278 | ) | 2,865 | |||||
| Net cash flows used in operating activities of continuing operations | (2,482,756 | ) | (1,965,478 | ) | ||||
| Cash flows from investing activities of continuing operations: | ||||||||
| Purchases of property and equipment | (1,840 | ) | - | |||||
| Proceeds from sale of marketable securities | 346,894 | 1,071,732 | ||||||
| Net cash flows provided by investing activities of continuing operations | 345,054 | 1,071,732 | ||||||
| Cash flows from financing activities of continuing operations: | ||||||||
| Payments for finance lease | - | (8,375 | ) | |||||
| Repayment of insurance premium financing | (55,103 | ) | (65,257 | ) | ||||
| Proceeds from issuance of common shares related to at the market offering agreement | - | 30,445 | ||||||
| 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 | (55,103 | ) | 1,977,755 | |||||
| Cash flows from discontinued operations: | ||||||||
| Net cash flows used in operating activities of discontinued operations | (11,397 | ) | (709,414 | ) | ||||
| Net cash flows provided by investing activities of discontinued operations | 844,198 | 19,904 | ||||||
| Net cash flows used in financing activities of discontinued operations | (22,134 | ) | (206,988 | ) | ||||
| Net cash flows provided by (used in) discontinued operations | 810,667 | (896,498 | ) | |||||
| Effect of exchange rate changes | (16,750 | ) | 39,022 | |||||
| Net change in cash and cash equivalents | (1,398,888 | ) | 226,533 | |||||
| Cash and cash equivalents - beginning of the period | 1,985,962 | 2,121,089 | ||||||
| Cash and cash equivalents - end of the period | $ | 587,074 | $ | 2,347,622 | ||||
| Supplemental cash flow disclosures: | ||||||||
| Interest paid | $ | 30,674 | $ | 63,320 | ||||
| Income taxes paid (received), net | $ | (17,394 | ) | $ | 131,118 | |||
| Non-cash investing and financing transactions: | ||||||||
| Insurance premium financing | $ | 108,000 | $ | 139,500 | ||||
| Warrants converted to marketable securities | $ | 142,515 | $ | - | ||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 552,577 | $ | 23,495 | ||||
| Dividends accrued on Series A convertible preferred shares | $ | 47,324 | $ | 611 | ||||
| Series A convertible preferred shares converted to common shares | $ | 272,117 | $ | - | ||||
| Issuance of common shares related to equity purchase agreement | $ | - | $ | 250,000 | ||||