Form 8-K

8-K — HeartCore Enterprises, Inc.

Accession: 0001493152-26-014518

Filed: 2026-04-01

Period: 2026-04-01

CIK: 0001892322

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

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001892322

2026-04-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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) April 1, 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

7.01. Regulation FD Disclosure.

April 1, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that the Company’s

Board of Directors (the “Board”) approved a 1-for-20 reverse stock split of its issued and outstanding common stock (the

“Reverse Split”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The

information included in this Item 7.01, 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 liability of that

Section, nor shall such information be deemed incorporated by reference into any filing 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. The information set forth under this

Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required

to be disclosed solely to satisfy the requirements of Regulation FD.

Item

8.01. Other Events.

As previously disclosed, on June 30, 2025, the Company’s stockholders approved

a reverse stock split of the Company’s common stock, at a ratio of no less than 1-for-2 and no more than 1-for-30, with such ratio

to be determined at the sole discretion of the Board.

The

Reverse Split will become effective on April 2, 2026 at 4:00 p.m. Eastern Time (the “Effective Time”) and the Company’s

common stock is expected to begin trading under a new CUSIP number, 42240Q 203, on the Nasdaq Capital Market (“Nasdaq”) on

April 6, 2026, on a Reverse Split-adjusted basis. The Reverse Split is intended to increase the price per share of the Company’s

common stock to enable the Company to regain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq.

of the Effective Time, issued and outstanding shares of the Company’s common stock will automatically be reclassified such that

each 20 shares of pre-Reverse Split common stock will become one share of common stock, with any fractional shares of common stock resulting

being rounded up to the nearest whole share of common stock. The authorized number of shares, and par value per share, of the Company’s

common stock will not be affected by the Reverse Split. Proportional adjustments will be made to the number of shares of common stock

issuable upon the exercise of the Company’s outstanding options and restricted stock units, and the number of shares authorized

and reserved for issuance pursuant to the Company’s equity incentive plans.

Stockholders

holding their shares electronically in book-entry form are not required to take any action to receive post-Reverse Split shares. Stockholders

owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split,

subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split. For

those stockholders holding physical stock certificates, the Company’s transfer agent, Transhare Corporation, will send instructions

for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing

the post-Reverse Split number of shares.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release of the issuer dated April 1, 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:

April 1, 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

Announces 1-for-20 Reverse Stock Split

NEW

YORK and TOKYO, April 1, 2026 — HeartCore Enterprises, Inc. (NASDAQ: HTCR) (“HeartCore” or the “Company”),

an IPO consulting services company based in Tokyo, today announced that its Board of Directors approved a 1-for-20 reverse stock split

of its issued and outstanding common stock (the “Reverse Split”). As previously announced, on June 30, 2025, HeartCore stockholders

approved the Reverse Split and granted the Board of Directors the authority to determine the exact split ratio (within the range approved

by stockholders) and when to proceed with the Reverse Split.

The

Reverse Split will become effective on April 2, 2026 at 4:00 p.m. Eastern Time (“Effective Time”) and the Company’s