8-K - HTCR - Equibles

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 eventreported): November1, 2024

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. ☐

Item7.01. Regulation FD Disclosure.

On October 30, 2024, HeartCore Enterprises, Inc. (the “Company”) issued a press release (the “October 30 Press Release”). announcing that it had expanded its CMS platform offering into a SaaS delivery model. A copy of the October 30 Press Release is furnished herewith as Exhibit 99.1. Promptly after discovery of an error in the October 30 Press Release, on November 1, 2024, the Company issued a correction (the “November 1 Press Release”) to a number in the second paragraph of the October 30 Press Release. A copy of the November 1 Press Release is furnished herewith as Exhibit 99.2. As noted in the November 1, 2024 Press Release, the incorrect sentence in the October 30 Press Release read: “The Company projects 115% sales growth across its software business as a result of this new transition.” The sentence has been corrected to read: “The Company projects 15% sales growth across its software business as a result of this new transition.” The remainder of the October 30 Press Release remains unchanged.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, 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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
99.1	Press release of the registrant issued on October 30, 2024.
99.2	Press release of the registrant issued on November 1, 2024.
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: November 1, 2024	By:	/s/ Sumitaka Yamamoto
	Name:	Sumitaka<br> Yamamoto
	Title:	Chief<br> Executive Officer

Exhibit99.1

HeartCoreExpands its CMS Platform Offering into a SaaS Delivery Model

NEW YORK and TOKYO, Oct. 30, 2024 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or “theCompany”), a leading enterprise software and data consulting services company based in Tokyo, announced it has expanded its flagship CMS platform to include a Software as a Service (“SaaS”) model, in addition to its legacy on-premises version.

As part of this transition, HeartCore will leverage the Amazon Web Services (“AWS”) infrastructure and collaborate with the AWS team to enhance the product’s foundational capabilities. This includes a redesigned user interface and a comprehensive overhaul of the Management Screen Builder to enhance accessibility and allow users to update and manage multiple sites seamlessly, eliminating the need for specialized developer skills. HeartCore will expand its target audience to include businesses that require CMS solutions delivered through a SaaS model, a segment previously beyond reach. Alongside its recent strategic shift towards multi-year software licensing agreements, the SaaS model aims to further diversify revenue streams by increasing recurring sales through license subscriptions and maintenance fees. The Company projects 115% sales growth across its software business as a result of this new transition. HeartCore intends to grow both its SaaS offering in addition to its legacy on-premises version.

“To further drive the ongoing efforts to optimize our financial performance, we have strategically added the SaaS model as an option for our clients to use our flagship CMS platform,” said HeartCore CEO Sumitaka Kanno. “This shift complements our recent move towards multi-year licensing agreements and aims to introduce a predictable stream of sticky, recurring revenue from a new pool of companies. With many businesses now seeking CMS solutions delivered in a SaaS model, this transition will support our sales and marketing team to expand their reach, capture additional contracts, and drive stable growth in the coming quarters ahead.”

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 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 services 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.

Matt Glover and John Yi

HTCR@gateway-grp.com

(949) 574-3860

Exhibit99.2

CorrectionNotice of Press Release Announcing HeartCore’s Expansion of its CMS Platform Offering into a SaaS Delivery Model

NEWYORK and TOKYO, November 1, 2024 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or “theCompany”), a leading enterprise software and data consulting services company based in Tokyo, announced a correction to a number in the second paragraph of its press release sent out on October 30, 2024.

In the release, the sentence read: “The Company projects 115% sales growth across its software business as a result of this new transition.”

The release has been corrected to read: “The Company projects 15% sales growth across its software business as a result of this new transition.”

The remainder of the press release remains unchanged.