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HeartCore signs ONE AI deal for 15% year-one commission

HeartCore Financial will coordinate customer introductions and pilot programs, while ONE AI supplies technical support and demonstration resources.

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Form Type
8-K

Rhea-AI Filing Summary

HeartCore Enterprises, Inc. said its wholly owned subsidiary HeartCore Financial entered a non-exclusive business development and sales agency agreement in Japan with ONE AI Co., Ltd. for the Axis.ONE platform. HeartCore Financial will introduce the platform to Japanese manufacturers, system integrators and industrial operators, coordinate proof-of-concept deployments and pilot programs, and lead negotiations; ONE AI will provide technical support and demonstration resources for each deployment.

HeartCore will receive commissions on net revenue ONE AI generates from customers HeartCore refers: 15% in year one, 10% in year two and 8% in year three. The agreement has an initial three-year term and automatic one-year renewals unless either party gives notice of non-renewal. The parties intend to explore future expansion in the United States. Axis.ONE performance figures are based on information from ONE AI, have not been independently verified by HeartCore, and are not guarantees for particular customer deployments.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Year-one commission rate 15% of net revenue First year for business generated through customers referred by HeartCore
Year-two commission rate 10% of net revenue Second year for business generated through customers referred by HeartCore
Year-three commission rate 8% of net revenue Third year for business generated through customers referred by HeartCore
Initial agreement term Three years Agreement with automatic one-year renewals unless either party gives notice of non-renewal
Industrial robots operating worldwide More than 4.6 million robots Factories worldwide, according to the International Federation of Robotics
Estimated total cost reductions Up to 90% ONE AI estimate compared with conventional GPU-based deployments; not independently verified by HeartCore
Reported per-site learning cycles Approximately 100 days to 10 days; in some cases, 30 days to one hour ONE AI-reported results for Axis.LOOP; not independently verified by HeartCore
non-exclusive business development and sales agency agreement financial
"entered a non-exclusive business development and sales agency agreement in Japan"
proof-of-concept deployments technical
"coordinating proof-of-concept deployments and pilot programs"
CPU-native edge AI technical
"CPU-native edge AI"
ROS2-compatible technical
"open, ROS2-compatible, vendor-agnostic architecture"
Software or hardware described as ros2-compatible implements the interfaces, communication protocols and message types defined by Robot Operating System 2 (ROS 2) so it can exchange data and work with ROS 2 nodes and tools. Compatibility can mean full support or only a subset of ROS 2 features (for example topics, services, actions, or specific middleware implementations), and may depend on the particular ROS 2 distribution or middleware version used.
tiered commission structure financial
"provides for a tiered commission structure"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What commission rates does HTCR receive under the ONE AI agreement?

HeartCore will receive 15% of net revenue in year one, 10% in year two and 8% in year three from business generated through customers it refers. Eligible revenue includes commercial agreements, purchase orders, licenses, subscriptions, proof-of-concept engagements, pilot programs, joint development initiatives and other business arrangements.

How long does the HTCR and ONE AI agreement last?

The agreement has an initial term of three years, with automatic one-year renewals thereafter unless either party provides notice of non-renewal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001892322 0001892322 2026-11-12 2026-11-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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) November 12, 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 Disclosure.

 

On November 12, 2026, HeartCore Enterprises, Inc. (“HeartCore”) issued a press release announcing entry into a non-exclusive business development and sales agency agreement in Japan with ONE AI Co., Ltd., a (“ONE AI”), a Korean developer of CPU-native, on-device physical AI led by former Intel APAC AI leadership. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in any website is not a part of 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 liabilities of that section, nor shall such information be deemed incorporated by reference in 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 a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release of the registrant issued on November 12, 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: November 12, 2026 HEARTCORE ENTERPRISES, INC.
     
  By: /s/ Sumitaka Yamamoto
    Sumitaka Yamamoto
    Chief Executive Officer

 

 

 

Exhibit 99.1

 

HeartCore Partners with ONE AI to Bring Physical AI to Existing Industrial Robots in Japan

 

 

Axis.ONE is designed to add vision, decision-making and learning to existing factory equipment without replacing robots or relying on dedicated GPU clusters or the cloud

 

NEW YORK and TOKYO, November 12, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, today announced its wholly owned subsidiary, HeartCore Financial, has entered into a non-exclusive business development and sales agency agreement in Japan with ONE AI Co., Ltd. (“ONE AI”), a Korean developer of CPU-native, on-device physical AI led by former Intel APAC AI leadership.

 

The partnership will introduce Axis.ONE, ONE AI’s physical AI platform designed to add an AI “brain” to the robots, cameras and industrial PCs manufacturers already operate. Deployed on standard Intel-architecture industrial PCs and edge devices, Axis.ONE is designed to bring vision, perception, decision-making and continuous learning to existing industrial systems while keeping customer data and models on-site.

 

Bringing AI to the installed base of industrial robots

 

More than 4.6 million industrial robots are operating in factories worldwide, according to the International Federation of Robotics. Axis.ONE is designed to help manufacturers upgrade that installed base by adding AI capabilities alongside existing robots, controllers and cameras, rather than requiring wholesale replacement of factory equipment. The platform is designed to work across manufacturers and equipment generations without modifying existing robot control systems. For manufacturers evaluating AI, the commercial proposition is to preserve existing equipment investments, reduce reliance on dedicated GPU infrastructure, keep sensitive production data within the factory and shorten the time needed to adapt models to site-specific tasks.

 

Axis ONE capabilities for industrial customers*

 

Retrofit existing equipment: Axis.ONE runs alongside existing robots, PLCs, cameras and industrial PCs. Its open, ROS2-compatible, vendor-agnostic architecture is designed to orchestrate heterogeneous devices.

 

CPU-native edge AI: Inference runs on Intel CPU, NPU and xPU edge hardware without dedicated GPUs. ONE AI estimates total cost reductions of up to 90% compared with conventional GPU-based deployments.

 

On-site data and model control: Axis.ONE is designed for 100% on-premise operation, including air-gapped and closed-network environments, without cloud dependency. Potential applications include manufacturing, energy, public infrastructure, defense and healthcare.

 

Faster learning with Axis.LOOP: Field data is used to retrain models on-site. ONE AI reports per-site learning cycles reduced from approximately 100 days to 10 days and, in some cases, from 30 days to one hour.

 

Learning from demonstrations with Axis.MIMIC: Vision-language-action models are designed to allow robots to learn new tasks from demonstrations rather than manual reprogramming.

 

Operations management with Axis.CORE: The platform provides centralized AIOps, model management, over-the-air updates, on-premise LLM services and real-time dashboards across sites.

 

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Modular industrial applications: Vision.ONE supports inspection and monitoring; Safe.ONE addresses industrial safety; Robo.ONE supports robot perception and control; and Assist.ONE provides LLM-based agentic assistance. These applications are deployed as containerized services on a common data bus.

 

Japan commercialization and revenue model

 

Under the agreement, HeartCore will introduce ONE AI’s Axis.ONE platform to Japanese manufacturers, system integrators, and industrial operators while coordinating proof-of-concept deployments and pilot programs. The Company will also present demonstrations and technical information of the Axis.ONE platform to prospective customers and partners while spearheading the negotiation of commercial agreements with prospective customers. ONE AI will provide the technical support and demonstration resources for each deployment. Both parties intend to explore future expansion opportunities with manufacturers and industrial partners in the United States.

 

The agreement has an initial term of three years, with automatic one-year renewals thereafter unless either party provides notice of non-renewal. Under the agreement, the Company will receive a commission based on the net revenue generated by ONE AI from customers referred by the Company. This includes revenue derived from commercial agreements, purchase orders, licenses, subscriptions, proof-of-concept engagements, pilot programs, joint development initiatives, and other business arrangements executed with referred customers. The agreement provides for a tiered commission structure under which the Company will receive commissions equal to 15% of net revenue in the first year, 10% in the second year, and 8% in the third year from business generated through customers referred by the Company.

 

Management Commentary

 

“We believe ONE AI’s technology has the potential to transform how manufacturers put AI to work,” said Sumitaka Kanno, Chief Executive Officer of HeartCore. “Industrial robots have been extraordinarily precise for decades, but most still cannot see, adapt, or learn. Axis.ONE is designed to change that for the robots already installed on factory floors, without requiring manufacturers to replace systems they have spent years and significant capital building. We are proud to partner with ONE AI and, through HeartCore Financial, help bring Axis.ONE to manufacturers in Japan, one of the world’s leading robotics markets.”

 

“Industrial robots should not have to be replaced in order to become intelligent,” said In Chan (Colin) Baek, Chief Executive Officer of ONE AI. “Our team spent more than two decades optimizing AI on Intel silicon, and Axis.ONE is the result: a single architecture that brings real-time AI to the machines factories already own, entirely on premises. Japan is home to many of the world’s most advanced manufacturers, and HeartCore’s local presence and experience as a Nasdaq-listed company make it an ideal partner as we enter the Japanese market.”

 

*The aforementioned technology descriptions and performance figures above are based on information provided by ONE AI and have not been independently verified by HeartCore. Reported results are not guarantees of performance or savings in a particular customer deployment.

 

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About HeartCore Enterprises Inc

 

HeartCore is a Tokyo-based IPO consulting services company, guiding Japanese growth companies to achieve successful U.S. exchange listings through its flagship service, Go IPO. HeartCore’s Go IPOSM consulting services provide comprehensive consultation support, including pre-IPO consulting, regulatory guidance, financial preparation, and operational readiness to help businesses navigate the complexities of a successful U.S. listing. HeartCore’s goal is to streamline the entire process for Japanese companies to provide a seamless transition into the U.S. public markets. For more details, visit https://heartcore-enterprises.com/.

 

About ONE AI Co Ltd

 

ONE AI Co., Ltd. is a Korean on-device physical AI company founded in January 2026 and led by former Intel APAC AI leadership. Its Axis.ONE platform delivers CPU-native, on-premise AI for robotics, smart factories, industrial safety and healthcare by running on industrial equipment customers already operate. ONE AI is headquartered in Seoul, Republic of Korea.

 

Forward Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the anticipated benefits of the partnership between HeartCore and ONE AI; the capabilities, performance, cost savings, compatibility and market adoption of ONE AI’s technology; the commercialization of Axis.ONE in Japan, the United States or elsewhere; and the Company’s future business plans. Words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “designed to,” “potential,” “may,” “will” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the ability of the parties to successfully implement the partnership; the non-exclusive nature of the agency agreement and HeartCore Financial’s ability to generate customer introductions and commission revenue; whether ONE AI’s technology performs as expected in customer environments and with robots and control systems of different manufacturers; market acceptance of the technology; competition; the ability of ONE AI, an early-stage company, to scale its operations; regulatory, intellectual property and cybersecurity risks; and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the U.S. Securities and Exchange Commission. Performance figures attributed to ONE AI in this press release are based on information provided by ONE AI and have not been independently verified by the Company. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them, except as required by law.

 

HeartCore Investor Relations Contact

 

Gateway Group, Inc.

John Yi and Steven Shinmachi

HTCR@gateway-grp.com

(949) 574-3860

 

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