STOCK TITAN

HeartCore (NASDAQ: HTCR) keeps Nasdaq listing after bid price compliance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Nasdaq compliance restored: HeartCore regained compliance with Nasdaq’s $1.00 minimum bid price rule, closing the deficiency matter and ensuring its common stock remains listed on the Nasdaq Capital Market.

Negative

  • None.

Insights

Regaining Nasdaq bid-price compliance removes a key delisting overhang for HeartCore.

HeartCore confirmed that Nasdaq now considers it compliant with the $1.00 minimum bid price rule, and its shares will remain on the Nasdaq Capital Market. This follows an initial deficiency notice in May 2025 and an extension through May 1, 2026.

Maintaining a Nasdaq listing supports trading liquidity and institutional access, which can be important for valuation and future capital raising. The resolution of this issue reduces regulatory uncertainty that had been tied to bid-price performance, though overall business prospects will still depend on operating results disclosed in future reports.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement for continued listing
Initial noncompliance notice date May 6, 2025 Date Nasdaq first notified HeartCore of minimum bid price deficiency
Extended cure period deadline May 1, 2026 End of additional 180-day period to regain bid price compliance
Compliance regained notice date April 20, 2026 Date Nasdaq confirmed HeartCore regained minimum bid price compliance
Minimum Bid Price Requirement regulatory
"has regained compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Capital Market market
"for continued listing on the Nasdaq Capital Market. Accordingly, the Company’s common stock will continue to be listed and traded on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Regulation FD regulatory
"required to be disclosed solely to satisfy the requirements of Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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) April 22, 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

 

If 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 Disclosures.

 

On April 22, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that on April 20, 2026, the Company received written notice from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company has regained compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market. Accordingly, the Company’s common stock will continue to be listed and traded on the Nasdaq Capital Market. 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 May 6, 2025, the Company received written notice (the “Bid Price Notice”) from the Nasdaq Staff indicating that the Company was not in compliance with the Minimum Bid Price Requirement. The notification of noncompliance had no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Bid Price Notice indicated that the Company was provided 180 calendar days, or until November 3, 2025, in which to regain compliance. On November 4, 2025, the Nasdaq Staff notified the Company of its determination that the Company was eligible for an additional 180-day period, or until May 1, 2026, to regain compliance with the Minimum Bid Price Requirement.

 

On April 20, 2026, the Company received written notice from the Nasdaq Staff that the Company has regained compliance with the Minimum Bid Price Requirement and the matter has now been closed. Accordingly, the Company’s common stock will continue to be listed and traded on the Nasdaq Capital Market.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description

99.1

  Press release of the registrant issued on April 22, 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 22, 2026 HEARTCORE ENTERPRISES, INC.
     
  By: /s/ Sumitaka Yamamoto
    Sumitaka Yamamoto
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

HeartCore Regains Compliance with Nasdaq Minimum Bid Price Requirement

 

NEW YORK and TOKYO, April 22, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, today announced that on April 20, 2026, it received written notice from the Listing Qualifications Department of the Nasdaq Stock Market indicating that the Company has regained compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Accordingly, the Company’s common stock will continue to be listed and traded on the Nasdaq Capital Market.

 

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/.

 

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

 

 

 

FAQ

What did HeartCore Enterprises (HTCR) announce regarding its Nasdaq listing?

HeartCore announced that Nasdaq notified the company on April 20, 2026 that it has regained compliance with the $1.00 minimum bid price requirement, meaning its common stock will continue to be listed and traded on the Nasdaq Capital Market as before.

What is the Nasdaq $1.00 minimum bid price requirement mentioned for HTCR?

Nasdaq Listing Rule 5550(a)(2) requires a company’s common stock to maintain a minimum bid price of $1.00 per share. HeartCore had previously fallen below this threshold but now meets the rule again, allowing it to maintain its Nasdaq Capital Market listing.

When did HeartCore Enterprises initially receive notice of bid price noncompliance?

HeartCore received written notice of noncompliance with the minimum bid price requirement on May 6, 2025. That notice granted an initial 180-day cure period, later extended by Nasdaq, during which the company needed to regain compliance to avoid potential delisting risk.

How long did HeartCore have to regain Nasdaq bid price compliance?

HeartCore was first given 180 days, until November 3, 2025, to regain compliance, then received an additional 180-day extension until May 1, 2026. Nasdaq’s April 20, 2026 notice confirmed the company satisfied the requirement before the extended deadline expired.

What does regaining Nasdaq compliance mean for HTCR shareholders?

Regaining compliance means HeartCore’s common stock will continue trading on the Nasdaq Capital Market. This preserves the benefits of a national exchange listing, including visibility and liquidity, and removes an outstanding regulatory deficiency related specifically to the stock’s minimum bid price level.

What type of business does HeartCore Enterprises operate?

HeartCore Enterprises is a consulting services company headquartered in Tokyo, Japan. It focuses on providing U.S. market listing support and related advisory services, primarily to Japanese corporate clients seeking to access U.S. capital markets and public listings.

Filing Exhibits & Attachments

5 documents