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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