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) October 29, 2025
HEARTCORE
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41272 | 87-0913420 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS Employer<br><br> Identification No.) |
| 1-2-33, Higashigotanda, Shinagawa, Tokyo, Japan | 141-0022 | |
| --- | --- | |
| (Address of principal executive<br> offices) | (Zip Code) |
Registrant’s
telephone number, including area code +81-3-6409-6966
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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br> 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 Stock | HTCR | Nasdaq 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. ☐
Item7.01. Regulation FD Disclosure.
As previously disclosed, on October 20, 2025, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that the Company and its Board of Directors had deemed it in the best interests of the Company and its stockholders to authorize a one-time payment to its stockholders in the amount of $0.13 per share of common stock. The press release incorrectly stated, however, that the one-time payment would be in the form of a dividend, as opposed to a distribution. For U.S. federal tax purposes, this payment to stockholders will be deemed to be a distribution. On October 29, 2025, the Company issued a press release to clarify that this one-time payment to stockholders of $0.13 per share of common stock will be classified as a distribution.
The Company’s October 29, 2025 press release reiterated that the record date for holders of the Company’s common stock to participate in the distribution is November 10, 2025, and the payment date is expected to be November 17, 2025.
The press release issued on October 29, 2025 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.
Item8.01 Other Events.
The Company’s one-time distribution to stockholders of $0.13 per share will be payable to stockholders of record as of November 10, 2025 and is expected to be paid on November 17, 2025.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the issuer dated October 29, 2025. |
| 104 | Cover Page Interactive<br> 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: October 29, 2025 | HEARTCORE ENTERPRISES, INC. | |
|---|---|---|
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer |
Exhibit99.1
HeartCoreClarifies Form of One-Time Payment to Stockholders
NEWYORK and TOKYO, October 29, 2025 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the“Company”), a leading enterprise software and consulting services company based in Tokyo, previously issued a press release announcing that it had authorized a one-time payment to its stockholders in the amount of $0.13 per share of common stock. For U.S. federal tax purposes, this payment to stockholders will be deemed to be a distribution. The Company’s press release incorrectly stated that the one-time payment would be in the form of a dividend, as opposed to a distribution.
The record date for holders of the common stock to participate in the distribution is November 10, 2025, and the payment date will be November 17, 2025. The one-time distribution payment of $0.13 per share represents approximately 16.8% of the Company’s stock price as of market close on October 27, 2025.
AboutHeartCore Enterprises, Inc.
Headquartered in Tokyo, Japan, with offices in New York and San Francisco, CA, HeartCore is a leading enterprise software and IPO 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 IPOSM consulting service helps Japanese-based companies go public in the U.S.
Additional information about the Company’s products and services is available at 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.
John Yi and Steven Shinmachi
HTCR@gateway-grp.com
(949) 574-3860