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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) October 29, 2025
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.) |
1-2-33,
Higashigotanda,
Shinagawa, Tokyo, Japan |
|
141-0022 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code +81-3-6409-6966
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 Disclosure.
As
previously disclosed, on October 20, 2025, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing
that the Company and its Board of Directors had deemed it in the best interests of the Company and its stockholders to authorize a one-time
payment to its stockholders in the amount of $0.13 per share of common stock. The press release incorrectly stated, however, that the
one-time payment would be in the form of a dividend, as opposed to a distribution. For U.S. federal tax purposes, this payment to stockholders
will be deemed to be a distribution. On October 29, 2025, the Company issued a press release to clarify that this one-time payment to
stockholders of $0.13 per share of common stock will be classified as a distribution.
The
Company’s October 29, 2025 press release reiterated that the record date for holders of the Company’s common stock to participate
in the distribution is November 10, 2025, and the payment date is expected to be November 17, 2025.
The
press release issued on October 29, 2025 is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information
contained in the press release is being furnished and shall not be deemed 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, and shall not be incorporated
by reference into any registration statement or other document filed 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.
Item
8.01 Other Events.
The
Company’s one-time distribution to stockholders of $0.13 per share will be payable to stockholders of record as of November 10,
2025 and is expected to be paid on November 17, 2025.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release of the issuer dated October 29, 2025. |
| 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: October 29, 2025 |
HEARTCORE
ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/
Sumitaka Yamamoto |
| |
|
Sumitaka Yamamoto |
| |
|
Chief Executive Officer |
