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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) February
11, 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
2.02. Results of Operations and Financial Condition.
On
February 11, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing certain preliminary unaudited
financial results for the year ended December 31, 2025. 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 2.02, 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 (the
“Securities Act”), 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 issuer dated February 11, 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:
February 11, 2026 |
HEARTCORE
ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/
Sumitaka Yamamoto |
| |
|
Sumitaka
Yamamoto |
| |
|
Chief
Executive Officer |
Exhibit 99.1
HeartCore
Announces Preliminary Fiscal Year 2025 Financial Results
FY
2025 Revenue Expected to Range Between $8.5 Million and $9.5 Million
FY
2025 Net Income Expected to Range Between $3.0 Million and $4.0 Million
NEW
YORK and TOKYO, February 11, 2026 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (NASDAQ: HTCR) (“HeartCore” or the
“Company”), an IPO consulting services company based in Tokyo, today announced select preliminary financial results for
the fiscal year ended December 31, 2025. These results are preliminary, unaudited, and subject to the completion of the Company’s
annual audit. Actual results may differ materially as a result of the final audit process, including the receipt of additional information
and related determinations.
Preliminary
FY 2025 Financial Highlights
Based
on currently available unaudited information, HeartCore expects:
| ● | Revenue
to be in the range of $8.5 million to $9.5 million |
| ● | Net
income to be in the range of $3.0 million to $4.0 million |
The
year-over-year decline in consolidated revenue primarily reflects the strategic divestiture of the Company’s wholly owned
subsidiary, HeartCore Co., Ltd. (“HeartCore Japan”), which was completed on October 31, 2025. As a result of this transaction,
approximately $7.0 million to $8.0 million of revenue previously generated by HeartCore Japan has been excluded from the Company’s
consolidated revenue for 2025.
Despite
the decline in revenue, the Company recorded an approximately $7.0 million gain on the sale of HeartCore Japan, contributing to a significant
improvement in profitability. As a result, HeartCore expects to report net income of $3.0 million to $4.0 million for fiscal year 2025,
compared to a net loss of $5.2 million in the prior year.
Expected
Fiscal Year 2025 Revenue by business type:
| Software
Related Business |
|
Go
IPO Business |
|
Total |
| $7.0
million – $7.5 million |
|
$1.5
million – $2.0 million |
|
$8.5
million – $9.5 million |
As
of December 31, 2025, the Company has been engaged by a cumulative total of 16 Go IPO clients, with five companies currently under active
engagement for listing preparation.
HeartCore
CEO Sumitaka Kanno commented: “The divestiture of HeartCore Japan, which generated approximately JPY 1.8 billion in proceeds, represents
a major milestone in our capital strategy and marks a transition into our next phase of growth. We are reallocating this capital into
growth initiatives and strategically realigning our business to focus within the financial services sector. No matter how advanced autonomous
AI becomes, we believe that businesses built on authentic human connection will remain irreplaceable. Our Go IPO business is the embodiment
of this approach, and following the divestiture of our software business, we have focused on identifying new ways to broaden and elevate
our practice within the financial services sector. With a few initiatives underway aimed at both expanding our service offerings and
generating new, sustainable revenue streams beyond Go IPO, we look forward to sharing further details in the coming weeks.”
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
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
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 any undue reliance on forward-looking statements since they involve known
and unknown, uncertainties and other factors which are, in some cases, beyond HeartCore’s control which could, and likely will
materially affect actual results, and levels of activity, performance, or achievements. Any forward-looking statement reflects HeartCore’s
current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations,
results of operations, growth strategy, and liquidity. HeartCore assumes no obligation to publicly update or revise these forward-looking
statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking
statements, 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.
Matt
Glover and John Yi
HTCR@gateway-grp.com
(949)
574-3860
