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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 2, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, on June 30, 2025, stockholders of HeartCore Enterprises, Inc. (the “Company”) approved an amendment
to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effectuate a reverse
stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-2 and no more than 1-for-30,
with such ratio to be determined at the sole discretion of the Company’s Board of Directors (the “Board”). On March
4, 2026, the Board approved a 1-for-20 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse
Split”). Subsequently, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate
of Incorporation with the Secretary of State of the State of Delaware to effectuate the Reverse Split. The Certificate of Amendment was
effective for state law purposes at 4:00 p.m. Eastern Time on April 2, 2026 (the “Effective Time”), after the close of trading
on the Nasdaq Capital Market (“Nasdaq”), such that the Company’s common stock began trading on Nasdaq at market open
on April 6, 2026, on a post-Reverse Split basis.
As
of the Effective Time, issued and outstanding shares of the Company’s common stock were automatically reclassified such that each
20 shares of pre-Reverse Split common stock became one share of common stock, with any fractional shares of common stock resulting being
rounded up to the nearest whole share of common stock. The authorized number of shares, and par value per share, of the Company’s
common stock were not affected by the Reverse Split.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation, as amended, of the issuer, effective April 2, 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 6, 2026 |
HEARTCORE
ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/
Sumitaka Yamamoto |
| |
|
Sumitaka
Yamamoto |
| |
|
Chief
Executive Officer |
