Welcome to our dedicated page for HeartCore Enterprises SEC filings (Ticker: HTCR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
HeartCore Enterprises, Inc. files regulatory reports that document material events for its IPO consulting business, capital structure, governance and Nasdaq listing status. Recent Form 8-K disclosures include operating-results releases, the treatment of HeartCore Co., Ltd. as discontinued operations following its divestiture, and information about the company’s transition toward financial services and capital markets-related activities.
The filings also record amendments to the company’s certificate of incorporation and bylaws, the completed reverse stock split, share-repurchase authorization, Regulation FD exhibits, and notices related to Nasdaq minimum bid price compliance for HTCR common stock.
Hnatko Capital Inc. and Christopher Hnatko report beneficial ownership of HeartCore Enterprises, Inc. common stock. They jointly report holding 101,917 shares, representing 7.1% of the class. All 101,917 shares are reported with shared voting and dispositive power, with no sole voting or dispositive authority.
HeartCore Enterprises, Inc. completed a strategic divestiture of its 51% majority interest in Sigmaways, Inc., selling 229,500 Sigmaways shares and related $2.19 million debt obligations to Semaphore Technologies for up to $650,000. Consideration includes $1,000 in cash at closing and an earn-out of up to $649,000, equal to 10% of Sigmaways’ gross revenue above $5.5 million over the 12 months after closing. HeartCore also contributed a $350,000 SAFE note from Heart-Tech Health as additional consideration. Management describes Sigmaways as a non-core, loss-making subsidiary with a shareholders’ deficit of about $3.6 million as of March 31, 2026, and views the transaction as reducing financial drag and allowing greater focus on Go IPO consulting and potential financial services and capital markets advisory businesses.
HeartCore Enterprises, Inc. reported a weak first quarter of 2026 as it continues its shift toward U.S. IPO consulting services. Revenue from continuing operations was $1.25 million for the three months ended March 31, 2026, down from $2.09 million a year earlier, mainly reflecting lower customized software and consulting revenue. Gross profit fell sharply to $74,045, and the company posted a net loss from continuing operations of $1.98 million, though this was narrower than the prior-year loss.
Liquidity remains strained. Cash and cash equivalents were just $774,033 as of March 31, 2026, with working capital of about $1.0 million and an accumulated deficit of $15.6 million. Operating activities used $1.15 million of cash in the quarter, and management explicitly states that these conditions raise “substantial doubt” about the company’s ability to continue as a going concern.
The business is now focused on its “Go IPO” consulting model, with 16 active client agreements that combine cash fees of $380,000 to $900,000 per client and equity-linked consideration via warrants or stock acquisition rights. HeartCore also holds $3.39 million in marketable securities and $273,859 in warrants received from clients, but faces ongoing losses, interest-bearing debt, a derivative liability tied to Series A convertible preferred shares, and execution risk in raising additional capital despite an equity line, an at-the-market program, and a newly authorized $2.0 million share repurchase program.
HeartCore Enterprises, Inc. reported first quarter 2026 results showing lower revenue but a narrower net loss as it refocuses on financial services and IPO consulting. Revenue was $1.25 million, down from $2.09 million a year earlier, mainly due to weaker customized software demand and higher subcontracting costs.
Gross profit fell to $74,000, while operating expenses declined slightly to $1.61 million as selling costs were reduced. Net loss improved to $2.0 million from $3.1 million, helped by a smaller loss on marketable securities. Adjusted EBITDA was a loss of $1.6 million versus a loss of $1.3 million last year.
As of March 31, 2026, cash and cash equivalents were $0.77 million and total assets were $11.77 million. HeartCore highlighted 16 Go IPO clients, regaining compliance with Nasdaq’s $1.00 minimum bid price, and authorizing a $2.0 million share repurchase program as it works to expand its capital markets-related services.
HeartCore Enterprises, Inc. announced that it has regained compliance with Nasdaq’s $1.00 minimum bid price requirement under Listing Rule 5550(a)(2). Nasdaq informed the company on April 20, 2026 that the matter is closed, so HeartCore’s common stock will continue to be listed and traded on the Nasdaq Capital Market.
The company had previously received a deficiency notice on May 6, 2025, and was granted extensions through May 1, 2026 to regain compliance. HeartCore provides consulting and U.S. listing support services primarily to Japanese corporate clients.
HeartCore Enterprises, Inc. implemented a 1-for-20 reverse stock split of its common stock. At 4:00 p.m. Eastern Time on April 2, 2026, every 20 pre-split shares were automatically reclassified into one share, with fractional shares rounded up to the nearest whole share.
The reverse split did not change the authorized number of shares or the par value per share. HeartCore’s common stock began trading on the Nasdaq Capital Market on a post-split basis at market open on April 6, 2026, under the same ticker symbol HTCR.
HeartCore Enterprises, Inc. has approved and scheduled a 1-for-20 reverse stock split of its common stock. Every 20 existing shares will be combined into 1 share, with fractional shares rounded up to the nearest whole share.
The reverse split becomes effective on April 2, 2026 at 4:00 p.m. Eastern Time, and the stock is expected to begin trading on a split-adjusted basis on Nasdaq with new CUSIP 42240Q 203 on April 6, 2026. The move is intended to raise the share price to help the company regain compliance with Nasdaq’s $1.00 minimum bid price requirement.
The authorized share count and par value will stay the same, while outstanding options, restricted stock units, and equity plan reserves will be adjusted proportionally. Shareholders holding in street name or book-entry generally do not need to take action; certificate holders will receive instructions from the transfer agent.
HeartCore Enterprises, Inc. has transformed from a Japan-based software developer into a niche consulting firm focused on helping Japanese companies list shares on U.S. exchanges through its GO IPO business. As of December 31, 2025, it had 16 consulting agreements, each with cash fees between $380,000 and $900,000 plus warrants for 1% to 4% of clients’ fully diluted equity at low exercise prices.
To support this pivot, HeartCore sold its Japanese software subsidiary, HeartCore Co., Ltd., to Smith Japan Holdings KK on October 31, 2025 for ¥1,800,418,650 (about $12 million), with portions structured as holdbacks and deferred consideration through 2028. The company then authorized a one-time cash distribution of $0.13 per share, paid November 17, 2025, and later a $2.0 million share repurchase program, though no shares have yet been bought back.
HeartCore faces listing pressure: Nasdaq notified the company in May 2025 that its share price was below the $1.00 Minimum Bid Price Requirement, granting an extension to May 1, 2026 to regain compliance or risk delisting. As of June 30, 2025, non-affiliate equity was valued at $7,593,567 based on a $0.4899 share price, and 25,435,724 shares were outstanding as of March 31, 2026. The company ended 2025 with 44 employees and detailed office leases in Japan and Vietnam as it builds out its financial services–oriented structure.
HeartCore Enterprises reported full-year 2025 results showing a major business shift and return to profitability. Revenue was $9.0 million, down from $22.7 million, mainly because 2024 included $13 million of warrant revenue from a single large Go IPO deal that did not repeat.
Net income was $5.5 million versus a $5.2 million net loss, driven largely by income from the sale of its software subsidiary, HeartCore Japan, reported as discontinued operations. Adjusted EBITDA was $6.5 million, slightly below $7.3 million last year, while year-end cash and cash equivalents were $2.0 million.
The company continued its transition toward financial services, divesting HeartCore Japan, establishing new subsidiary Higgs Field, authorizing a one-time distribution to stockholders, and approving a $2.0 million share repurchase program. As of March 31, 2026, HeartCore had 16 Go IPO clients, including six preparing for potential U.S. listings.
HeartCore Enterprises, Inc. updated its bylaws to clarify when parties can recover legal fees in disputes related to the bylaws. The Board amended Section 7.4 so that a prevailing party may recover reasonable attorneys’ fees and costs, but this right now expressly excludes “internal corporate claims” as defined in Section 115 of the Delaware General Corporation Law and any other claim a stockholder brings in its capacity as a stockholder or on behalf of the company. The change is intended to confirm that stockholders are not liable for the company’s or other parties’ legal fees in these internal corporate or stockholder actions, consistent with Section 7.5 of the bylaws and Delaware law.