HeartCore Reports Financial Results for Third Quarter and Nine Months Ended September 30, 2025

HeartCore Reports Financial Results for Third Quarter and Nine Months Ended September 30, 2025 Under US GAAP (ASC 205-20), the Company must reclassify the disposed subsidiary, HeartCore Co., Ltd., as discontinued operations. This removes its results from continuing operations in the financial statements. NEW YORK and TOKYO, November 18, 2025 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, reported financial results for the third quarter and nine months ended September 30, 2025. Third Quarter 2025 and Recent Operational & Financial Highlights ● Divested software business subsidiary, HeartCore Co., Ltd (“HeartCore Japan”) ● Authorized one-time distribution payment to stockholders ● Announced Go IPO client, rYojbaba Co., Ltd. began trading on the Nasdaq Stock Market ● Signed 16th Go IPO contract Management Commentary “This past month, we made the strategic and transformative decision to divest our software business subsidiary, HeartCore Japan, in an all-cash transaction, effectively making a full pivot into our Go IPO business,” said Company CEO Sumitaka Kanno. “We believe this move positions HeartCore for long-term, sustainable success by sharpening our focus on a more profitable business in Go IPO. In parallel with this transaction, we also implemented meaningful expense reductions that will help lower operating costs going forward. A portion of the divestiture proceeds was used towards the one-time distribution payment, which was paid out yesterday. We are also continuing to assess all strategic alternatives to divest our subsidiary, Sigmaways. We believe this move will support our bottom-line performance going forward and further accelerate our shift towards the IPO consulting space. “In recent months, we signed our 16th Go IPO client , saw one client successfully begin trading, and anticipate another will commence trading soon. Additionally, following our Go IPO Korea seminar, we have been in discussion with several prospective Korean clients which we hope to materialize in the near future. Demand from Japan also remains strong, and we believe we are on the precipice of engaging additional potential clients in the next few months. This full transition into our Go IPO business now allows us to dedicate more time and resources to its growth, and with a strong pipeline, we look forward to continued expansion of our IPO consulting business in Japan and Korea.” Third Quarter 2025 Financial Results Revenues were $3.0 million, compared to $16.2 million in the same period last year. The decrease was primarily due to the signature warrant revenue of $13 million from one large GO IPO deal in the prior period, and no comparable revenue in the current period. Gross profit was $1.5 million, compared to $14.0 million in the same period last year. The decrease was primarily due to the decrease in the gross profit from GO IPO services. Operating expenses decreased to $1.5 million, compared to $1.7 million in the same period last year. The decrease was primarily cut down of various operating expenses to save cash flows. Net income was $0.4 million compared to a net income of $10.8 million in the same period last year. Adjusted EBITDA was $0.5 million, compared to $12.0 million in the same period last year. As of September 30, 2025, the Company had cash and cash equivalents of $1.5 million, compared to $2.0 million on December 31, 2024. On a pro forma basis, as of November 18, 2025, the Company has approximately $2.5 million of cash and cash equivalents, after the one-time payment to stockholders. Nine Months 2025 Financial Results Revenues were $7.1 million, compared to $21.3 million in the same period last year. The decrease was primarily due to the signature warrant revenue of $13M from one large GO IPO deal in the prior period, and no comparable revenue in the current period. Gross profit was $2.6 million, compared to $15.1 million in the same period last year. The decrease was primarily due to the decrease in the gross profit from GO IPO services. Operating expenses decreased to $4.5 million, compared to $5.5 million in the same period last year. The decrease was primarily due to a decrease in general and administrative, selling, and research and development expenses. Net loss was $1.7 million compared to a net income of $7.1 million in the same period last year. Adjusted EBITDA was $(0.6) million, compared to $10.4 million in the same period last year. About HeartCore Enterprises, Inc. HeartCore is a Tokyo-based IPO consulting services company, guiding Japanese growth companies to achieve successful U.S. exchange listings through its flagship service, Go IPO. HeartCore’s Go IPOSM consulting services provide comprehensive consultation support, including pre-IPO consulting, regulatory guidance, financial preparation, and operational readiness to help businesses navigate the complexities of a successful U.S. listing. HeartCore’s goal is to streamline the entire process for Japanese companies to provide a seamless transition into the U.S. public markets. For more details, 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, 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. For the three months ended September 30, Item 2025 2024 Net income $ 0.4 million $ 10.8 million (+) Depreciation and amortization expense $ 0.0 million $ 0.2 million (+) Changes in fair value of investments in marketable securities $ 0.0 million $ -0.1 million (+) Changes in fair value of investment in warrants $ 0.1 million $ -2.9 million (+) Loss on sale of warrants $ 0.0 million $ 4.0 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 Adjusted EBITDA $ 0.5 million $ 12.0 million For the nine months ended September 30, Item 2025 2024 Net income $ -1.7 million $ 7.1 million (+) Depreciation and amortization expense $ 0.0 million $ 0.5 million (+) Changes in fair value of investments in marketable securities $ 0.9 million $ 0.3 million (+) Changes in fair value of investment in warrants $ 0.1 million $ -1.6 million (+) Loss on sale of warrants $ 0.0 million $ 4.0 million (+) Changes in fair value of derivative liability $ 0.0 million $ 0.0 million (-) Interest income $ 0.0 million $ 0.0 million (+) Interest expenses $ 0.1 million $ 0.1 million Adjusted EBITDA $ -0.6 million $ 10.4 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 HTCR@gateway-grp.com (949) 574-3860 HEARTCORE ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS September 30, December 31, 2025 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,451,019 $ 1,973,810 Accounts receivable 1,107,187 1,030,243 Investments in marketable securities 2,903,815 4,495,703 Investment in warrants 598,380 - Prepaid expenses 144,048 131,325 Current portion of long-term note receivable 200,000 100,000 Deferred offering costs 250,000 - Other current assets 133,056 136,217 Current assets of discontinued operations 5,824,649 1,550,067 Total current assets 12,612,154 9,417,365 Non-current assets: Property and equipment, net 319,361 475,697 Operating lease right-of-use assets 29,386 172,594 Long-term investment in warrants 354,950 577,786 Long-term note receivable - 100,000 Deferred tax assets 3,914 31,575 Security deposits 6,578 108,880 Other non-current assets 10,828 11,715 Non-current assets of discontinued operations - 3,069,422 Total non-current assets 725,017 4,547,669 Total assets $ 13,337,171 $ 13,965,034 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,333,724 $ 1,637,108 Accounts payable and accrued expenses - related party 25,507 47,199 Accrued payroll and other employee costs 382,087 273,115 Due to related party - 885 Short-term debt - related party 70,900 75,000 Current portion of long-term debts 49,479 46,382 Insurance premium financing 52,823 16,626 Factoring liability 228,310 172,394 Operating lease liabilities, current 20,400 134,910 Finance lease liabilities, current 17,349 15,956 Income tax payables 716,253 818,030 Deferred revenue 472,830 751,251 Derivative liability 245,820 - Other current liabilities 654,606 589,762 Current liabilities of discontinued operations 4,735,007 2,843,104 Total current liabilities 9,005,095 7,421,722 Non-current liabilities: Long-term debts 461,433 498,706 Operating lease liabilities, non-current 12,126 41,530 Finance lease liabilities, non-current 33,899 43,593 Asset retirement obligations - 72,463 Non-current liabilities of discontinued operations - 2,425,005 Total non-current liabilities 507,458 3,081,297 Total liabilities 9,512,553 10,503,019 Shareholders’ equity: Preferred shares, $0.0001 par value, 20,000,000 shares authorized; Series A convertible preferred shares, 2,000 and no shares designated, issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; aggregate liquidation preference of $2,256,833 and nil as of September 30, 2025 and December 31, 2024, respectively 1,360,586 - Common shares, $0.0001 par value, 200,000,000 shares authorized, 23,310,770 and 21,937,987 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 2,331 2,193 Subscription receivable - (103,942 ) Additional paid-in capital 21,269,122 20,656,153 Accumulated deficit (17,797,861 ) (16,244,843 ) Accumulated other comprehensive income 357,275 343,936 Total HeartCore Enterprises, Inc. shareholders’ equity 5,191,453 4,653,497 Non-controlling interests (1,366,835 ) (1,191,482 ) Total shareholders’ equity 3,824,618 3,462,015 Total liabilities and shareholders’ equity $ 13,337,171 $ 13,965,034 HEARTCORE ENTERPRISES, INC. Unaudited Consolidated Statements of Operations and Comprehensive Loss For the nine months ended September 30, 2025 2024 Revenues $ 7,052,799 $ 21,270,891 Cost of revenues (including cost of revenues resulting from transactions with a related party of $61,078 and $117,601 for the three and nine months ended September 30, 2025, respectively, and of $101,452 and $126,569 for the three and nine months ended September 30, 2024, respectively) 4,453,735 6,208,885 Gross profit 2,599,064 15,062,006 Operating expenses: Selling expenses 338,615 518,627 General and administrative expenses (including general and administrative expenses resulting from transactions with a related party of nil and $29,048 for the three and nine months ended September 30, 2025, respectively, and of $17,474 and $23,947 for the three and nine months ended September 30, 2024, respectively) 4,119,851 4,802,530 Research and development expenses - 172,140 Total operating expenses 4,458,466 5,493,297 Income (loss) from continuing operations (1,859,402 ) 9,568,709 Other income (expenses): Changes in fair value of investments in marketable securities (908,416 ) (308,059 ) Changes in fair value of investments in warrants (74,109 ) 1,631,700 Loss on sale of warrants - (3,970,628 ) Changes in fair value of derivative liability (9,679 ) - Interest income 4,525 13,280 Interest expenses (66,640 ) (85,275 ) Other income 63,327 26,336 Other expenses (7,901 ) (70,246 ) Total other expenses (998,893 ) (2,762,892 ) Income (loss) from continuing operations before income tax expense (2,858,295 ) 6,805,817 Income tax expense 54,886 100,475 Net income (loss) from continuing operations (2,913,181 ) 6,705,342 Income (loss) from discontinued operations, net of income tax 1,188,481 422,468 Net income (loss) (1,724,700 ) 7,127,810 Less: net loss attributable to non-controlling interests (171,682 ) (645,546 ) Net income (loss) attributable to HeartCore Enterprises, Inc. (1,553,018 ) 7,773,356 Dividends accrued on Series A convertible preferred shares (56,833 ) - Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders $ (1,609,851 ) $ 7,773,356 Other comprehensive income (loss): Foreign currency translation adjustment 9,668 51,678 Total comprehensive income (loss) (1,715,032 ) 7,179,488 Less: comprehensive loss attributable to non-controlling interests (175,353 ) (654,384 ) Comprehensive income (loss) attributable to HeartCore Enterprises, Inc. $ (1,539,679 ) $ 7,833,872 Net income (loss) from continuing operations attributable to HeartCore Enterprises, Inc. per common share Basic $ (0.12 ) $ 0.35 Diluted $ (0.12 ) $ 0.35 Income (loss) from discontinued operations per common share Basic $ 0.05 $ 0.02 Diluted $ 0.04 $ 0.02 Net income (loss) attributable to HeartCore Enterprises, Inc. per common share Basic $ (0.07 ) $ 0.37 Diluted $ (0.07 ) $ 0.37 Weighted average common shares outstanding Basic 22,489,677 20,861,012 Diluted 27,153,162 20,861,012 HEARTCORE ENTERPRISES, INC. Unaudited Consolidated Statements of Cash Flows For the nine months ended September 30, 2025 2024 Cash flows from operating activities of continuing operations: Net income (loss) $ (1,724,700 ) $ 7,127,810 Income from discontinued operations, net of income tax 1,188,481 422,468 Net income (loss) from continuing operations (2,913,181 ) 6,705,342 Adjustments to reconcile net income (loss) from continuing operations to net cash flows used in operating activities: Depreciation and amortization expenses 36,994 532,958 Loss on disposal of property and equipment 116,981 1,798 Non-cash lease expense 52,843 93,554 Gain on termination of lease (9,059 ) - Deferred income taxes 29,680 (133,875 ) Stock-based compensation 69,222 236,826 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 908,416 308,059 Changes in fair value of investments in warrants 74,109 (1,631,700 ) Loss on sale of warrants - 3,970,628 Changes in fair value of derivative liability 9,679 - Gain on settlement of asset retirement obligations (45,873 ) - Changes in assets and liabilities: Accounts receivable (77,103 ) 85,152 Prepaid expenses 127,401 (160,556 ) Other assets 116,399 126,017 Accounts payable and accrued expenses (304,033 ) 34,385 Accounts payable and accrued expenses - related party (20,386 ) 28,315 Accrued payroll and other employee costs 106,123 21,942 Due to related party (884 ) - Operating lease liabilities (44,571 ) (98,223 ) Income tax payables (105,064 ) 20,481 Deferred revenue (278,421 ) (55,047 ) Other liabilities 7,683 428,522 Net cash flows used in operating activities of continuing operations (2,980,958 ) (3,027,115 ) 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 - Net cash flows provided by investing activities of continuing operations 1,071,732 5,565,000 Cash flows from financing activities of continuing operations: Payments for finance lease (12,692 ) (12,321 ) Repayment of related party debt (4,100 ) - Repayment of long-term debts (34,176 ) (24,485 ) Repayment of insurance premium financing (103,303 ) (107,297 ) Net proceeds from factoring arrangement 55,916 - Net repayment of factoring arrangement - (257,295 ) Capital contribution from non-controlling shareholder - 67,195 Distribution of dividends - (834,566 ) 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 1,953,032 (1,168,769 ) Cash flows from discontinued operations: Net cash flows provided by (used in) operating activities of discontinued operations 127,672 (747,399 ) Net cash flows provided by investing activities of discontinued operations 29,222 27,323 Net cash flows used in financing activities of discontinued operations (323,630 ) (360,672 ) Net cash flows used in discontinued operations (166,736 ) (1,080,748 ) Effect of exchange rate changes 26,577 (68,730 ) Net change in cash and cash equivalents (96,353 ) 219,638 Cash and cash equivalents - beginning of the period 2,121,089 1,012,479 Cash and cash equivalents - end of the period $ 2,024,736 $ 1,232,117 Supplemental cash flow disclosures: Interest paid $ 88,321 $ 104,880 Income taxes paid $ 131,118 $ 201,035 Non-cash investing and financing transactions: Insurance premium financing $ 139,500 $ 172,689 Warrants converted to marketable securities $ 388,260 $ 6,443,276 Issuance of common shares related to equity purchase agreement $ 250,000 $ - Dividends accrued on Series A convertible preferred shares $ 56,833 $ -