Form 8-K

8-K — HeartCore Enterprises, Inc.

Accession: 0001493152-26-014225

Filed: 2026-03-31

Period: 2026-03-31

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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2026-03-31

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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) March 31, 2026

HEARTCORE

ENTERPRISES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41272

87-0913420

(State

or other jurisdiction

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.

March 31, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing financial results for the year

ended December 31, 2025. 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 issuer dated March 31, 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:

March 31, 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 Full Year 2025 Results

NEW

YORK and TOKYO, March 31, 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 full year ended December 31, 2025.

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.

● Authorized

one-time distribution payment to stockholders.

● Authorized

$2.0 million share repurchase program.

● Divested

software business subsidiary, HeartCore Co., Ltd (“HeartCore Japan”).

● Established

Higgs Field Co., Ltd. (“Higgs Field”) on October 31, 2025, as a new subsidiary

in Japan to support the Company’s strategic transition toward financial services.

Management

Commentary

HeartCore

CEO Sumitaka Kanno commented:”Over the past year, we executed a strategic transformation of our business, including the divestiture

of our software business subsidiary, HeartCore Japan, and a shift toward financial services and capital markets-related activities. We

have also made progress in our Go IPO business, with an expanding client base and multiple engagements advancing through various stages

of the registration and listing process. In addition, we established Higgs Field in the fourth quarter of 2025 to serve as our new operating

platform in Japan. Going forward, we will continue to strengthen our focus on financial services and aim to drive sustainable growth

and long-term stockholder value.”

Full

Year 2025 Financial Results

Revenues

were $9.0 million, compared to $22.7 million in the same period last year. The decrease was primarily due to receipt of $13 million in

warrant revenue from one large Go IPO deal in the prior period, and no comparable revenue in the current period.

Gross

profit was $3.2 million, compared to $14.7 million in the same period last year. The decrease was primarily due to the absence of a significant

warrant-related revenue contribution from a large Go IPO deal recognized in the prior period.

Operating

expenses decreased to $6.3 million, compared to $14.9 million in the same period last year. The decrease was primarily due to the reduction

in operating expenses to save cash flows and the absence of impairment charges for intangible assets and goodwill during the current

period.

Net

income was $5.5 million, compared to a net loss of $5.2 million in the same period last year. The increase was primarily due to the gain

on the sale of HeartCore Japan.

Adjusted

EBITDA was $6.5 million, compared to $7.3 million in the same period last year.

of December 31, 2025, the Company had cash and cash equivalents of $2.0 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.

Item

FY25

FY24

Net income (loss)

$5.5 million

$(5.2) million

(+) Depreciation

$0.0 million

$0.1 million

(+) Impairment loss on goodwill

$0.0 million

$3.3 million

(+) Impairment loss on intangible assets

$0.0 million

$3.9 million

(+) Changes in fair value of investments in marketable securities

$1.5 million

$2.4 million

(+) Changes in fair value of investment in warrants

$(0.6) million

$(1.7) million

(+) Loss on sale of warrants

$0.0 million

$4.0 million

(+) Impairment of investment in equity securities

$0.0 million

$0.3 million

(+) Changes in fair value of derivative liability

$(0.1) million

$0.0 million

(+) Loss on forgiveness of note receivable

$0.1 million

(+) Interest income

$(0.0) million

(+) Interest expenses

$0.1 million

Adjusted EBITDA

$6.5 million

$7.3 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

December 31,

2025

2024

ASSETS

Current assets:

Cash and cash equivalents

$ 1,985,962

$ 1,973,810

Accounts receivable

707,865

1,030,243

Investments in marketable securities

3,690,187

4,495,703

Prepaid expenses

182,077

131,325

Current portion of long-term note receivable

100,000

Deferred offering costs

250,000

Other current assets

208,503

136,217

Current assets of discontinued operations

1,550,067

Proceeds receivable from sale of discontinued operations

1,291,298

Total current assets

8,415,892

9,417,365

Non-current assets:

Property and equipment, net

291,589

475,697

Operating lease right-of-use assets

29,449

172,594

Long-term investment in warrants

280,924

577,786

Long-term note receivable

100,000

Deferred tax assets

23,121

31,575

Security deposits

282,958

108,880

Other non-current assets

549

11,715

Non-current assets of discontinued operations

3,069,422

Long-term proceeds receivable from sale of discontinued operations

3,736,995

Total non-current assets

4,645,585

4,547,669

Total assets

$ 13,061,477

$ 13,965,034

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

$ 1,146,501

$ 1,637,108

Accounts payable and accrued expenses - related party

124,618

47,199

Accrued payroll and other employee costs

509,547

273,115

Due to related party

285

885

Short-term debt - related party

75,000

Current portion of long-term debts

50,598

46,382

Insurance premium financing

13,430

16,626

Factoring liability

135,982

172,394

Operating lease liabilities, current

32,793

134,910

Finance lease liabilities, current

15,956

Income tax payables

1,857,386

818,030

Deferred revenue

676,216

751,251

Derivative liability

121,719

Other current liabilities

586,175

589,762

Current liabilities of discontinued operations

2,843,104

Total current liabilities

5,330,250

7,421,722

Non-current liabilities:

Long-term debts

448,376

498,706

Operating lease liabilities, non-current

41,530

Finance lease liabilities, non-current

43,593

Asset retirement obligations

72,463

Non-current liabilities of discontinued operations

2,425,005

Total non-current liabilities

448,376

3,081,297

Total liabilities

5,778,626

10,503,019

Shareholders’ equity:

Preferred shares, $0.0001 par value, 20,000,000 shares authorized; Series A convertible preferred shares, 4,000 and no shares designated, 1,017 and no shares issued and outstanding as of December 31, 2025 and 2024, respectively; aggregate liquidation preference of $1,158,362 and nil as of December 31, 2025 and 2024, respectively

691,858

Common shares, $0.0001 par value, 200,000,000 shares authorized, 25,419,807 and 21,937,987 shares issued and outstanding as of December 31, 2025 and 2024, respectively

2,542

2,193

Subscription receivable

(103,942 )

Additional paid-in capital

21,899,754

20,656,153

Accumulated deficit

(13,755,534 )

(16,244,843 )

Accumulated other comprehensive income (loss)

(58,497 )

343,936

Total HeartCore Enterprises, Inc. shareholders’ equity

8,780,123

4,653,497

Non-controlling interests

(1,497,272 )

(1,191,482 )

Total shareholders’ equity

7,282,851

3,462,015

Total liabilities and shareholders’ equity

$ 13,061,477

$ 13,965,034

HeartCore

Enterprises, Inc.

Consolidated

Statements of Operations and Comprehensive Income (Loss)

For the Years Ended December 31,

2025

2024

Revenues

$ 8,968,732

$ 22,685,544

Cost of revenues (including cost of revenues resulting from transactions with a related party of $261,257 and $160,502 for the years ended December 31, 2025 and 2024, respectively)

5,817,279

7,969,898

Gross profit

3,151,453

14,715,646

Operating expenses:

Selling expenses

233,744

621,070

General and administrative expenses (including general and administrative expenses resulting from transactions with a related party of $29,048 and $41,786 for the years ended December 31, 2025 and 2024, respectively)

6,039,026

6,921,959

Research and development expenses

179,762

Impairment of intangible asset

3,878,125

Impairment of goodwill

3,276,441

Total operating expenses

6,272,770

14,877,357

Loss from continuing operations

(3,121,317 )

(161,711 )

Other income (expenses):

Changes in fair value of investments in marketable securities

(1,494,234 )

(2,412,385 )

Changes in fair value of investments in warrants

625,675

1,657,699

Loss on sale of warrants

(3,970,628 )

Impairment of investment in equity securities

(300,000 )

Changes in fair value of derivative liability

114,422

Loss on forgiveness of note receivable

(100,000 )

Interest income

5,381

15,882

Interest expenses

(87,660 )

(118,789 )

Other income

100,233

32,042

Other expenses

(181,605 )

(153,917 )

Total other expenses

(1,017,788 )

(5,350,096 )

Loss from continuing operations before income tax expense (benefit)

(4,139,105 )

(5,511,807 )

Income tax expense (benefit)

44,900

(363,156 )

Net loss from continuing operations

(4,184,005 )

(5,148,651 )

Income (loss) from discontinued operations, net of income tax

9,677,293

(64,249 )

Net income (loss)

5,493,288

(5,212,900 )

Less: net loss attributable to non-controlling interests

(300,596 )

(3,731,526 )

Net income (loss) attributable to HeartCore Enterprises, Inc.

5,793,884

(1,481,374 )

Dividends accrued on Series A convertible preferred shares

(94,357 )

Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders

$ 5,699,527

$ (1,481,374 )

Other comprehensive loss:

Foreign currency translation adjustment

(152,969 )

(16,614 )

Total comprehensive income (loss)

5,340,319

(5,229,514 )

Less: comprehensive loss attributable to non-controlling interests

(305,790 )

(3,760,195 )

Comprehensive income (loss) attributable to HeartCore Enterprises, Inc.

$ 5,646,109

$ (1,469,319 )

Net income (loss) from continuing operations attributable to HeartCore Enterprises, Inc. per common share

Basic

$ (0.17 )

$ (0.07 )

Diluted

$ (0.17 )

$ (0.07 )

Income (loss) from discontinued operations per common share

Basic

$ 0.42

$ (0.00 )

Diluted

$ 0.38

$ (0.00 )

Net income (loss) attributable to HeartCore Enterprises, Inc. per common share

Basic

$ 0.25

$ (0.07 )

Diluted

$ 0.22

$ (0.07 )

Weighted average common shares outstanding

Basic

23,072,519

20,940,956

Diluted

25,459,388

20,940,956

HeartCore

Enterprises, Inc.

Consolidated

Statements of Cash Flows

For the year ended December 31,

2025

2024

Cash flows from operating activities of continuing operations:

Net income

$ 5,493,288

$ (5,212,900 )

Income from discontinued operations, net of income tax

9,677,293

(64,249 )

Net loss from continuing operations

(4,184,005 )

(5,148,651 )

Adjustments to reconcile net loss from continuing operations to net cash flows used in operating activities of continuing operations:

Depreciation and amortization expenses

46,373

676,047

Loss on disposal of property and equipment

116,981

1,798

Non-cash lease expense

62,845

126,217

Gain on termination of lease

(9,059 )

Impairment of intangible asset

3,878,125

Impairment of goodwill

3,276,441

Deferred income taxes

9,192

(1,297,495 )

Stock-based compensation

(151,139 )

368,744

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

1,494,234

2,412,385

Changes in fair value of investment in warrants

(625,675 )

(1,657,699 )

Loss on sale of warrants

3,970,628

Impairment of investment in equity securities

300,000

Impairment of investment in SAFE

75,000

Changes in fair value of derivative liability

(114,422 )

Loss on forgiveness of note receivable

100,000

Gain on settlement of asset retirement obligations

(45,873 )

Changes in assets and liabilities:

Accounts receivable

322,040

1,050,522

Prepaid expenses

86,563

178,949

Other assets

(119,413 )

71,469

Accounts payable and accrued expenses

(485,665 )

318,803

Accounts payable and accrued expenses - related party

79,600

47,955

Accrued payroll and other employee costs

234,835

(59,033 )

Due to related party

(585 )

Operating lease liabilities

(54,400 )

(131,935 )

Income tax payables

1,036,456

667,483

Deferred revenue

(75,035 )

(98,145 )

Other liabilities

(3,036 )

523,768

Net cash flows used in operating activities of continuing operations

(3,117,101 )

(3,890,317 )

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

749,546

Proceeds from sale of discontinued operations, net of cash divested

4,518,868

Net cash flows provided by investing activities of continuing operations

5,590,600

6,314,546

Cash flows from financing activities of continuing operations:

Payments for finance lease

(14,666 )

(16,518 )

Proceeds from related party debt

75,000

Repayment of long-term debts

(46,114 )

(33,919 )

Repayment of insurance premium financing

(142,696 )

(156,063 )

Net repayment of factoring arrangement

(36,412 )

(390,373 )

Capital contribution from non-controlling shareholder

67,195

Dividends paid for common shares

(3,304,575 )

(834,566 )

Proceeds from issuance of common shares related to at the market offering agreement

30,445

1,423,342

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

(1,493,076 )

134,098

Cash flows from discontinued operations:

Net cash flows used in operating activities of discontinued operations

(854,831 )

(884,654 )

Net cash flows provided by investing activities of discontinued operations

171,641

34,658

Net cash flows used in financing activities of discontinued operations

(351,089 )

(452,744 )

Net cash flows used in discontinued operations

(1,034,279 )

(1,302,740 )

Effect of exchange rate changes

(81,271 )

(146,977 )

Net change in cash and cash equivalents

(135,127 )

1,108,610

Cash and cash equivalents - beginning of the year

2,121,089

1,012,479

Cash and cash equivalents - end of the year

$ 1,985,962

$ 2,121,089

Supplemental cash flow disclosures:

Interest paid

$ 109,440

$ 143,101

Income taxes paid

$ 211,844

$ 298,466

Non-cash investing and financing transactions:

Insurance premium financing

$ 139,500

$ 172,689

Warrants converted to marketable securities

$ 1,760,450

$ 6,443,276

Issuance of common shares related to equity purchase agreement

$ 250,000

$ -

Dividends accrued on Series A convertible preferred shares

$ 94,357

$ -

Issuance of common shares for dividends on Series A convertible preferred shares

$ 220,000

$ -

Series A convertible preferred shares converted to common shares

$ 668,728

$ -

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Mar. 31, 2026

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- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- 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

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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:

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Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

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

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No definition available.

+ Details

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- Definition

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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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.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Namespace Prefix:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

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- 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

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- 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

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Balance Type:

Period Type:

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- 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

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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Balance Type:

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- 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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