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2025-10-31
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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 31, 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
1.01. Entry into a Material Definitive Agreement.
On
October 31, 2025 (the “Closing Date”), HeartCore Enterprises, Inc. (the “Company”) entered into a Purchase Agreement
(the “Purchase Agreement”) with Smith Japan Holdings KK (“Purchaser”), pursuant to which the Company agreed to
sell to Purchaser, and Purchaser agreed to purchase (the “Share Purchase”), all of the outstanding equity interests of HeartCore
Inc., a wholly owned subsidiary of the Company (“HeartCore Japan”).
Pursuant
to the terms of the Purchase Agreement, the purchase price of the Share Purchase is ¥1,800,418,650 (equivalent to approximately $12
million, based on the October 24, 2025 Federal Reserve conversion rate of ¥152.82 = USD $1) (the “Purchase Price”), subject
to adjustment as set forth in the Purchase Agreement, to be paid as follows:
| (a) | An
amount of ¥1,013,340,000 less the amount of HeartCore Japan’s debts as set forth
in the Purchase Agreement (the “Estimated Debt”) will be paid by the Purchaser
to the Company on the Closing Date (such final amount, the “Closing Payment”). |
| (b) | An
amount of ¥126,133,200 (the “Holdback Amount”) will be retained by the Purchaser
from the Closing Payment, and, subject to the provisions of the Purchase Agreement, will
be paid by the Purchaser to the Company on the first business day occurring the later of:
(a) 180 after the Closing Date, or (b) if applicable, the date the Net Tangible Assets (as
defined in the Purchase Agreement) is finally determined pursuant to the terms of the Purchase
Agreement (the “Holdback Release Date”). |
| (c) | An
amount of ¥273,866,800 (the “Long Term Holdback Amount”) in respect of the
agreements (“Multi-year Licensing Agreements”) concerning the licensing of HeartCore
Japan’s “HeartCore CMS” product to a specified customer for a period of
more than one year will be retained by the Purchaser from the Closing Payment and will be
paid by the Purchaser as set forth in the Purchase Agreement. |
| (d) | Subject
to the provisions of the Purchase Agreement, an amount of ¥387,078,650 (the “Deferred
Consideration”), which shall consist of a principal amount of ¥322,700,000 with
an uncompounded rate of interest of 6.65% per annum, will be retained by the Purchaser from
the Closing Payment and will be paid by the Purchaser on October 31, 2028, the third annual
anniversary of the Closing Date. |
| (e) | Within
five business days following the final determination of the actual amount of HeartCore Japan’s
debts as of the Closing (the “Final Debt Amount”), the Purchaser shall pay to
the Company an amount equal to (i) the Estimated Debt minus (ii) the Final Debt Amount (such
payment, the “Debt True-Up Payment”). For the avoidance of doubt, if the Final
Debt Amount is greater than the Estimated Debt, no payment shall be owed by the Purchaser. |
Pursuant
to the terms of the Purchase Agreement, for a period of six months following the Closing Date, (i) the Company agreed to provide Purchaser
with certain accounting and reporting transition services, and (ii) the Purchaser agreed to provide the Company with certain human resources
transition services.
The
Purchase Agreement contains customary representations, warranties, conditions, covenants, and indemnification obligations for a transaction
of this type.
The
Share Purchase closed on October 31, 2025.
The
foregoing summary of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 hereof is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
October 31, 2025, the Company issued a press release announcing the closing of the Share Purchase.
The
press release 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 has made the strategic decision to sell its software business assets in Japan and to concentrate its efforts on its Go IPO consulting
business. In connection therewith, in addition to the Share Purchase, the Company is assessing all strategic alternatives to divest its
51% interest in Sigmaways, Inc.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Purchase Agreement, dated as of October 31, 2025, by and between HeartCore Enterprises, Inc. and Smith Japan Holdings KK. |
| 99.1 |
|
Press release of the issuer dated October 31, 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 31, 2025 |
HEARTCORE
ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/
Sumitaka Yamamoto |
| |
|
Sumitaka
Yamamoto |
| |
|
Chief
Executive Officer |
