Form 8-K

8-K — HeartCore Enterprises, Inc.

Accession: 0001493152-26-023376

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001892322

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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) May 15, 2026

HEARTCORE

ENTERPRISES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41272

87-0913420

(State

or other jurisdiction

of incorporation)

(Commission

File

Number)

(IRS

Employer

Identiﬁcation No.)

14F,

Shibuya Sakura Stage Central Building,

1-2

Sakuragaoka-cho,

Shibuya-ku,

Tokyo, Japan

150-0031

(Address

of principal executive offices)

(Zip

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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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

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 ☒

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. ☐

Item

2.02. Results of Operations and Financial Condition.

May 15, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing financial results for the quarter

ended March 31, 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 May 15, 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:

May 15, 2026

HEARTCORE

ENTERPRISES, INC.

By:

/s/

Sumitaka Yamamoto

Sumitaka

Yamamoto

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

HeartCore

Reports First Quarter 2026 Financial Results

NEW

YORK and TOKYO, May 15, 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 first quarter ended March 31, 2026.

Recent

Operational Highlights

● As

of March 31, 2026, HeartCore was engaged with 16 Go IPO clients, including 6 clients currently

in various stages of preparation for potential public registrations and U.S. exchange listings

● Regained

Nasdaq $1.00 minimum bid price requirement

● Authorized

$2.0 million share repurchase program

Management

Commentary

HeartCore

CEO Sumitaka Kanno commented: “During the first quarter of 2026, HeartCore continued to advance its strategic focus on financial

services and capital markets-related services, with Go IPO remaining the key contributor for coming quarters. While the Nasdaq listing

environment has become selective and increasingly focused on compliance, we continue to see interest from Japanese and other Asia-based

companies seeking access to the U.S. capital markets. In light of these current market conditions, we are focused on expanding the number

of engagements and enhancing the overall quality of our pipeline by prioritizing clients that we believe demonstrate stronger listing

readiness and long-term financing potential.

“Through

our subsidiary Higgs Field Co., Ltd., we are also taking steps to support potential expansion into additional financial services and

sectors, including digital securities and capital markets advisory services. During the first quarter, we added experienced financial

industry personnel and further developed our organizational structure as we prepare to seek a Type I Financial Instruments business license

in Japan. We are also working with external professionals and industry organizations to further strengthen our internal management and

compliance framework.

“Looking

ahead, we remain focused on broadening our Go IPO client base that aligns with Nasdaq’s tightened requirements and diversifying

our revenue base as we further develop and advance our financial services business.”

First

Quarter 2026 Financial Results

Revenues

were $1.2 million compared to $2.1 million in the same period last year. The decrease was primarily due to a decline in customized software

development and services revenue as a result of intense competition in the U.S. software market.

Gross

profit was $74,000 compared to $0.5 million in the same period last year. The decrease was primarily due to lower gross profit from Go

IPO consulting services resulting from increased outsourcing fees and additional resources invested to enhance customer experience, as

well as lower gross profit from customized software development and services due to decreased revenues and higher subcontracting costs

for outsourced software engineers amid rising salary levels in the software market.

Operating

expenses decreased to $1.6 million compared to $1.7 million in the same period last year. The decrease was primarily due to a decrease

in selling expenses.

Net

loss was $2.0 million compared to a loss of $3.1 million in the same period last year. The improvement was primarily due to a reduction

in the loss on the fair value of investments in marketable securities.

Adjusted

EBITDA was a loss of $1.6 million compared to a loss of $1.3 million in the same period last year.

of March 31, 2026, the Company had cash and cash equivalents of $0.8 million.

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, 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 March 31,

Item

2026

2025

Net loss

($2.0)

million

($3.1)

million

(+) Depreciation

$0.0

million

$0.0

million

(+) Changes in fair value of investments in

marketable securities

$0.3

million

$1.8

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

$0.1

million

$0.0

million

Adjusted EBITDA

($1.6)

million

($1.3)

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

March 31,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 774,033

$ 1,985,962

Accounts receivable

572,547

707,865

Investments in marketable securities

3,394,190

3,690,187

Prepaid expenses

222,818

182,077

Current portion of long-term note receivable

100,000

Deferred offering costs

250,000

Other current assets

175,335

208,503

Proceeds receivable from

sale of discontinued operations

1,382,897

1,291,298

Total

current assets

6,871,820

8,415,892

Non-current assets:

Property and equipment, net

279,185

291,589

Operating lease right-of-use assets

506,456

29,449

Long-term investment in warrants

273,859

280,924

Deferred tax assets

22,633

23,121

Security deposits

278,154

282,958

Other non-current assets

241

549

Long-term proceeds receivable

from sale of discontinued operations

3,539,421

3,736,995

Total non-current assets

4,899,949

4,645,585

Total

assets

$ 11,771,769

$ 13,061,477

LIABILITIES AND SHAREHOLDERS’

EQUITY

Current liabilities:

Accounts payable and accrued expenses

$ 1,230,686

$ 1,146,501

Accounts payable and accrued expenses - related

party

96,333

124,618

Accrued payroll and other employee costs

663,683

509,547

Due to related party

401

285

Short-term debt - related party

69,000

75,000

Current portion of long-term debts

51,697

50,598

Insurance premium financing

97,773

13,430

Factoring liability

124,508

135,982

Operating lease liabilities, current

308,119

32,793

Income tax payables

1,847,411

1,857,386

Deferred revenue

650,469

676,216

Derivative liability

122,589

121,719

Other current liabilities

598,602

586,175

Total

current liabilities

5,861,271

5,330,250

Non-current liabilities:

Long-term debts

434,895

448,376

Operating lease liabilities, non-current

211,544

Total non-current liabilities

646,439

448,376

Total

liabilities

6,507,710

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, 1,017 shares issued and outstanding as of March 31, 2026 and December 31,

2025; aggregate liquidation preference of $1,262,686 and $1,158,362 as of March 31, 2026 and December 31, 2025, respectively

691,858

Common shares, $0.0001 par value, 200,000,000 shares authorized, 1,288,812

and 1,270,991 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively*

129

127

Additional paid-in capital

21,876,230

21,902,169

Accumulated deficit

(15,627,241 )

(13,755,534 )

Accumulated other comprehensive

loss

(66,099 )

(58,497 )

Total HeartCore Enterprises,

Inc. shareholders’ equity

6,874,877

8,780,123

Non-controlling interests

(1,610,818 )

(1,497,272 )

Total shareholders’

equity

5,264,059

7,282,851

Total

liabilities and shareholders’ equity

$ 11,771,769

$ 13,061,477

HEARTCORE

ENTERPRISES, INC.

Unaudited

Consolidated Statements of Operations and Comprehensive Loss

For the Three

Months

Ended

March 31,

2026

2025

Revenues

$ 1,245,844

$ 2,093,413

Cost of revenues (including

cost of revenues resulting from transactions with a related party of $114,535 and $25,195 for the three months ended March 31, 2026

and 2025, respectively)

1,171,799

1,549,639

Gross profit

74,045

543,774

Operating expenses:

Selling expenses

42,812

152,922

General and administrative

expenses (including general and administrative expenses resulting from transactions with a related party of nil and $17,615 for the

three months ended March 31, 2026 and 2025, respectively)

1,571,734

1,581,205

Total

operating expenses

1,614,546

1,734,127

Loss

from continuing operations

(1,540,501 )

(1,190,353 )

Other income (expenses):

Changes in fair value of

investments in marketable securities

(295,997 )

(1,781,664 )

Changes in fair value of

investment in warrants

(7,065 )

(51,621 )

Changes in fair value of

derivative liability

(870 )

Interest income

582

2,243

Interest expenses

(16,625 )

(17,794 )

Other income

14,095

9,313

Other

expenses

(112,865 )

(547 )

Total

other expenses

(418,745 )

(1,840,070 )

Loss

from continuing operations before income tax expense

(1,959,246 )

(3,030,423 )

Income tax expense

17,469

39,608

Net loss from continuing

operations

(1,976,715 )

(3,070,031 )

Loss

from discontinued operations, net of income tax

(67,350 )

Net loss

(1,976,715 )

(3,137,381 )

Less: net loss attributable

to non-controlling interests

(105,008 )

(50,389 )

Net loss attributable to

HeartCore Enterprises, Inc.

(1,871,707 )

(3,086,992 )

Dividends

accrued on Series A convertible preferred shares

(27,968 )

Net

loss attributable to HeartCore Enterprises, Inc. common shareholders

$ (1,899,675 )

$ (3,086,992 )

Other comprehensive loss:

Foreign

currency translation adjustment

(16,140 )

(8,014 )

Total comprehensive loss

(1,992,855 )

(3,145,395 )

Less: comprehensive loss

attributable to non-controlling interests

(113,546 )

(49,152 )

Comprehensive

loss attributable to HeartCore Enterprises, Inc.

$ (1,879,309 )

$ (3,096,243 )

Net loss from continuing

operations attributable to HeartCore Enterprises, Inc. per common share*

Basic

$ (1.49 )

$ (2.74 )

Diluted

$ (1.49 )

$ (2.74 )

Loss from discontinued operations

per common share*

Basic

$ -

$ (0.06 )

Diluted

$ -

$ (0.06 )

Net loss attributable to

HeartCore Enterprises, Inc. per common share*

Basic

$ (1.49 )

$ (2.80 )

Diluted

$ (1.49 )

$ (2.80 )

Weighted average common shares outstanding*

Basic

1,271,631

1,102,702

Diluted

1,271,631

1,102,702

HEARTCORE

ENTERPRISES, INC.

Unaudited

Consolidated Statements of Cash Flows

For the Three

Months

Ended

March 31,

2026

2025

Cash flows from operating

activities of continuing operations:

Net loss

$ (1,976,715 )

$ (3,137,381 )

Loss from discontinued

operations, net of income tax

(67,350 )

Net loss from continuing operations

(1,976,715 )

(3,070,031 )

Adjustments to reconcile

net loss from continuing operations to net cash flows used in operating activities

of continuing operations:

Depreciation expense

7,720

20,289

Loss on disposal of property

and equipment

116,981

Non-cash lease expense

70,229

31,662

Gain on termination of

lease

(9,059 )

Deferred income taxes

27,515

Stock-based compensation

2,031

32,280

Changes in fair value of

investments in marketable securities

295,997

1,781,664

Changes in fair value of

investment in warrants

7,065

51,621

Changes in fair value of

derivative liability

870

Gain on settlement of asset

retirement obligations

(45,873 )

Changes

in assets and liabilities:

Accounts receivable

135,238

(180,823 )

Prepaid expenses

66,924

50,591

Other assets

107,886

(26,711 )

Accounts payable and accrued

expenses

85,404

(97,118 )

Accounts payable and accrued

expenses - related party

(28,338 )

(24,224 )

Accrued payroll and other

employee costs

154,736

(23,483 )

Due to related party

125

(884 )

Operating lease liabilities

(60,127 )

(24,435 )

Income tax payables

(9,785 )

(80,196 )

Deferred revenue

(25,747 )

(233,911 )

Other

liabilities

12,897

12,686

Net cash flows used in operating

activities of continuing operations

(1,153,590 )

(1,691,459 )

Cash flows from investing

activities of continuing operations:

Purchases of property and equipment

(954 )

Proceeds from sale of

marketable securities

462,763

Net cash flows provided

by (used in) investing activities of continuing operations

(954 )

462,763

Cash flows from financing

activities of continuing operations:

Payments for finance lease

(4,071 )

Repayment of long-term debts

(12,382 )

(10,561 )

Repayment of related party debt

(6,000 )

Repayment of insurance premium financing

(23,657 )

(28,559 )

Net repayment of factoring arrangement

(11,474 )

(45,341 )

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

Net cash flows provided

by (used in) financing activities of continuing operations

(53,513 )

162,855

Cash flows from discontinued

operations:

Net cash flows used in operating activities

of discontinued operations

(309,332 )

Net cash flows provided by investing activities

of discontinued operations

10,298

Net cash flows used in

financing activities of discontinued operations

(19,915 )

Net cash flows used in discontinued

operations

(318,949 )

Effect of exchange rate changes

(3,872 )

2,685

Net change in cash and cash equivalents

(1,211,929 )

(1,382,105 )

Cash and cash equivalents - beginning of the

period

1,985,962

2,121,089

Cash and cash equivalents

- end of the period

$ 774,033

$ 738,984

Supplemental cash flow disclosures:

Interest paid

$ 16,625

$ 22,857

Income taxes paid (received),

net

$ (4,574 )

$ 93,586

Non-cash investing and financing

transactions:

Insurance premium financing

$ 108,000

$ 139,500

Dividends accrued on

Series A convertible preferred shares

$ 27,968

$ -

Operating lease right-of-use

assets obtained in exchange for operating lease liabilities

$ 552,577

$ -

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dei_EntityEmergingGrowthCompany

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Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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