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.
HeartCore Enterprises, Inc. is calling a virtual 2026 annual meeting on September 25, 2026 at 8:00 a.m. Eastern Time for holders of common stock outstanding at the close of business on July 27, 2026. Stockholders will vote on electing five directors for one-year terms and ratifying MaloneBailey, LLP as independent registered public accounting firm for the year ending December 31, 2026. As of the record date, 1,515,328 shares of common stock were issued and outstanding, with a quorum set at 757,665 shares.
The company notes that all share figures reflect a 1‑for‑20 reverse stock split effective April 2, 2026. HeartCore no longer qualifies as a Nasdaq “controlled company” as of February 2025 and now has a majority‑independent, five‑member board, with three independent directors serving on the audit, compensation, and nominating and corporate governance committees. The proxy details executive compensation, including 2025 total compensation of $757,838 for CEO Sumitaka Yamamoto, and describes at‑will executive employment agreements with severance, vesting acceleration, and potential tax gross‑up protections. It also outlines the 2023 Equity Incentive Plan, which authorizes 100,000 shares for awards, with 88,844 shares remaining available as of December 31, 2025.
HeartCore Enterprises, Inc. reported weak results for the quarter and six months ended June 30, 2026 while disclosing substantial doubt about its ability to continue as a going concern. For the quarter, revenues from continuing operations were $321,428, up from $187,277 a year earlier, but higher costs drove a gross loss of $70,215 and a loss from continuing operations of $1,550,289. Including discontinued operations, the quarterly net loss attributable to the company was $2,023,080, or $(1.45) per basic share.
For the first half of 2026, revenues were $553,926 and the net loss attributable to the company reached $3,894,787, with net cash used in operating activities of $2,482,756. Cash and cash equivalents fell to $587,074, and working capital was about $0.6 million against an accumulated deficit of $17.7 million. The company completed the sale of its Sigmaways business, continued accounting for HeartCore Japan and Sigmaways as discontinued operations, and relied significantly on marketable securities of $2,668,317 for liquidity. Management is exploring equity, debt and operational restructuring alternatives but states it cannot conclude these plans are probable of success, and no going-concern adjustments have been recorded.
HeartCore Enterprises, Inc. reported second quarter 2026 results showing strong top-line growth but significantly weaker profitability and cash. For the quarter ended June 30, 2026, revenue rose 71.6% to $321,000 from $187,000, driven by higher software development services at subsidiary HeartCore Luvina, while Go IPO consulting revenue declined due to fewer clients and extended IPO timelines.
The company posted a quarterly net loss of $2.0 million, versus net income of $1.1 million a year earlier, and Adjusted EBITDA of $(1.3) million, compared with $(0.1) million. For the first six months of 2026, revenue was $553,926 with a gross loss of $178,130 versus prior-year gross profit of $74,767; net loss widened to $4.0 million from $2.1 million, and Adjusted EBITDA declined to $(2.9) million from $(1.2) million. Cash and cash equivalents fell to $587,074 from $1,904,826 at year-end 2025.
Operationally, HeartCore had 16 Go IPO clients as of June 30, 2026, completed the divestiture of Sigmaways, agreed to sell its 51% stake in HeartCore Luvina, and regained compliance with Nasdaq’s $1.00 minimum bid price requirement, while sharpening focus on Go IPO consulting, capital markets advisory, and planned financial services.
HeartCore Enterprises, Inc. agreed to transfer its entire 51% equity interest in HeartCore Luvina Vietnam Company Limited to its joint venture partner, Luvina Software Joint Stock Company, for JPY 29,000,000 (approximately $184,093) under a Capital Contribution Portion Transfer Agreement signed on August 3, 2026. Luvina already holds the remaining 49% interest. Closing is expected on or before August 14, 2026, subject to customary conditions.
The company describes the transaction as part of an ongoing business portfolio optimization strategy and states that it supports concentrating resources and capital on its Go IPO consulting and financial services-related business initiatives. HeartCore believes transferring HCLV to its local partner provides a constructive path for HCLV’s continued operations.
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.