HeartCore Enterprises (NASDAQ: HTCR) sheds loss-making Sigmaways unit in strategic sale
Rhea-AI Filing Summary
HeartCore Enterprises, Inc. completed a strategic divestiture of its 51% majority interest in Sigmaways, Inc., selling 229,500 Sigmaways shares and related $2.19 million debt obligations to Semaphore Technologies for up to $650,000. Consideration includes $1,000 in cash at closing and an earn-out of up to $649,000, equal to 10% of Sigmaways’ gross revenue above $5.5 million over the 12 months after closing. HeartCore also contributed a $350,000 SAFE note from Heart-Tech Health as additional consideration. Management describes Sigmaways as a non-core, loss-making subsidiary with a shareholders’ deficit of about $3.6 million as of March 31, 2026, and views the transaction as reducing financial drag and allowing greater focus on Go IPO consulting and potential financial services and capital markets advisory businesses.
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Insights
HeartCore exits a loss-making unit on modest, mostly contingent terms.
HeartCore has sold its 51% stake in Sigmaways plus $2.19 million of related debt for up to $650,000, with only $1,000 paid at closing and the rest tied to a 12‑month earn-out formula.
The company frames Sigmaways as a non-core, loss-making subsidiary with about $3.6 million shareholders’ deficit as of March 31, 2026, suggesting limited balance-sheet value and ongoing drag. The structure, including contribution of a $350,000 SAFE note, underlines that economics are driven more by relieving future losses than by sale proceeds.
Management highlights a shift toward Go IPO consulting and potential financial services and capital markets advisory work, citing three Go IPO clients and two M&A advisory engagements. Actual financial impact will depend on Sigmaways’ post-closing revenue for the earn-out and how effectively HeartCore grows its core advisory pipeline in future periods.
8-K Event Classification
Key Figures
Key Terms
Stock and Debt Purchase Agreement financial
earn-out amount financial
Simple Agreement for Future Equity (SAFE) financial
forward-looking statements regulatory
emerging growth company regulatory
UNITED STATES
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Item 1.01 Entry into a Material Definitive Agreement.
On June 22, 2026, HeartCore Enterprises, Inc. (the “Company”) entered into a Stock and Debt Purchase Agreement (the “Agreement”) with Semaphore Technologies, Inc. (“Semaphore”). Pursuant to the terms of the Agreement, the Company sold its entire 51% majority ownership interest in Sigmaways, Inc. (“Sigmaways”), consisting of 229,500 shares of capital stock (the “Sigmaways Shares”), and all right, title, and interest in and to the debt obligations owed by Sigmaways to the Company, representing $2.19 million in outstanding promissory notes (the “Sigmaways Debt”).
The purchase price for the Sigmaways Shares and the Sigmaways Debt is up to $650,000, which reflects the uncertain and disputed nature of the value and collectability of the underlying assets. Pursuant to the terms of the Agreement, the payments will be as follows:
| ● | A cash payment of $1,000 at closing; and | |
| ● | An earn-out amount of up to $649,000, payable within 10 days of the end of the 12-month period following closing, calculated as 10% of Sigmaways’ Gross Revenue (as defined in the Agreement) that exceeds $5,500,000. |
As additional consideration for a mutual release of claims, the Company also contributed to Semaphore that certain Simple Agreement for Future Equity (SAFE) Note issued by Heart-Tech Health, Inc. to the Company on or about April 17, 2024, representing an original purchase amount of $350,000.
The closing of the transactions contemplated by the Agreement occurred on June 22, 2026. Following the closing, the Company has no further operational involvement or obligations with respect to Sigmaways.
The Agreement contains customary representations, warranties, and covenants, including a maximum liability cap equal to the amount actually paid to the Company (except in cases of fraud).
The foregoing summary of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 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 June 25, 2026, the Company issued a press release completion of the strategic divestiture of its 51% ownership interest in Sigmaways, together with the assignment of related intercompany loans and other receivables.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Stock and Debt Purchase Agreement, dated as of June 22, 2026, by and between the registrant and Semaphore Technologies, Inc. | |
| 99.1 | Press release of the registrant issued on June 25, 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: June 25, 2026 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
Exhibit 99.1
HeartCore Completes Strategic Divestiture of Sigmaways
Transaction advances portfolio optimization strategy, reduces exposure to non-core loss-making operations, and supports focus on cornerstone capital markets and financial services initiatives
NEW YORK and TOKYO, June 25, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, completed the strategic divestiture of its 51% ownership interest in Sigmaways, Inc. (“Sigmaways”), together with the assignment of related intercompany loans and other receivables, to a third party.
The divestiture is part of HeartCore’s ongoing efforts to streamline its operating structure, strengthen its consolidated financial profile, and focus resources on higher-priority growth initiatives, including its Go IPO consulting services and potential expansion into financial services and capital markets advisory-related businesses. To date, the Company currently has three Go IPO client engagements and two M&A advisory engagements.
Strategic Rationale
| ● | Reduces exposure to a non-core, loss-making subsidiary: Sigmaways has experienced continued revenue declines and operating losses since its acquisition in 2023, creating an ongoing drag on HeartCore’s consolidated results. | |
| ● | Addresses negative equity impact: As of March 31, 2026, Sigmaways had a shareholders’ deficit of approximately $3.6 million (unaudited), which has weighed on HeartCore’s consolidated balance sheet. | |
| ● | Enhances operational focus: The transaction allows HeartCore to dedicate management attention and capital resources to its core strategic priorities, including Go IPO services, financial services and capital markets advisory opportunities. | |
| ● | Improves go-forward financial positioning: By separating Sigmaways from HeartCore’s consolidated operations, the Company expects to reduce future exposure to Sigmaways’ operating losses and working capital needs. |
Management Commentary
HeartCore CEO Sumitaka Kanno commented, “The completion of this divestiture represents an important step in our broader effort to optimize HeartCore’s business portfolio and improve our go-forward financial profile. Sigmaways has faced a challenging operating environment, including declining revenue, continued losses, and negative shareholders’ equity. After careful evaluation, we believe that separating this non-core business is the most prudent path to reducing financial drag and allowing HeartCore to focus more effectively on areas where we see stronger long-term growth potential.
“We remain focused on expanding our Go IPO client base, enhancing the quality of our pipeline, and building the organizational foundation for potential growth in financial services and capital markets-related opportunities. We believe this transaction right sizes HeartCore and supports that strategy by simplifying our structure, reducing exposure to non-core losses, and enabling a more disciplined allocation of management and financial resources.”
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, but are not limited to, statements regarding the expected benefits of the Sigmaways divestiture, the anticipated impact of the transaction on HeartCore’s financial profile, operating structure, strategic focus, future business priorities, and growth opportunities.
Forward-looking statements are subject to 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 undue reliance on forward-looking statements, which speak only as of the date of this press release. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, 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