HeartCore Enterprises (NASDAQ: HTCR) Q1 2026 revenue falls as losses narrow
Rhea-AI Filing Summary
HeartCore Enterprises, Inc. reported first quarter 2026 results showing lower revenue but a narrower net loss as it refocuses on financial services and IPO consulting. Revenue was $1.25 million, down from $2.09 million a year earlier, mainly due to weaker customized software demand and higher subcontracting costs.
Gross profit fell to $74,000, while operating expenses declined slightly to $1.61 million as selling costs were reduced. Net loss improved to $2.0 million from $3.1 million, helped by a smaller loss on marketable securities. Adjusted EBITDA was a loss of $1.6 million versus a loss of $1.3 million last year.
As of March 31, 2026, cash and cash equivalents were $0.77 million and total assets were $11.77 million. HeartCore highlighted 16 Go IPO clients, regaining compliance with Nasdaq’s $1.00 minimum bid price, and authorizing a $2.0 million share repurchase program as it works to expand its capital markets-related services.
Positive
- Net loss improved to $2.0 million from $3.1 million, largely due to a smaller loss on the fair value of investments in marketable securities.
- HeartCore regained compliance with Nasdaq’s $1.00 minimum bid price requirement and authorized a $2.0 million share repurchase program, signaling ongoing commitment to its U.S. listing and equity structure.
- The company is building out financial services capabilities, including preparing to seek a Type I Financial Instruments business license in Japan and adding experienced financial industry personnel.
Negative
- Revenues declined to $1.25 million from $2.09 million, with gross profit dropping to $74,000 as customized software and Go IPO consulting both faced margin pressure.
- Adjusted EBITDA loss widened to $1.6 million from a loss of $1.3 million, indicating weaker core operating performance despite cost controls.
- Cash and cash equivalents decreased to $0.77 million as of March 31, 2026, while total current liabilities reached $5.86 million, highlighting a tight near-term liquidity position.
Insights
Revenue fell and cash tightened, but losses narrowed and listing compliance was regained.
HeartCore generated $1.25 million of Q1 2026 revenue, down from $2.09 million, as customized software activity weakened and outsourcing costs rose. Gross profit compressed to $74,000, reflecting pressure in both Go IPO consulting and software segments.
Despite the revenue decline, net loss improved to $2.0 million from $3.1 million, mainly from a smaller loss on the fair value of marketable securities. Operating expenses were held roughly flat at $1.61 million, showing some cost discipline even as the company invests in financial services expertise.
Liquidity is a key consideration: cash and cash equivalents fell to $0.77 million as of March 31, 2026, while total current liabilities were $5.86 million. The authorization of a $2.0 million share repurchase program and the focus on 16 active Go IPO clients indicate a commitment to capital markets positioning, but actual impact will depend on future operating cash flows and market conditions.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Go IPO financial
Type I Financial Instruments business license regulatory
Non-GAAP financial measures financial
Derivative liability financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
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Item 2.02. Results of Operations and Financial Condition.
On May 15, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2026. 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 registrant issued on May 15, 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: May 15, 2026 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
Exhibit 99.1
HeartCore Reports First Quarter 2026 Financial Results
NEW YORK and TOKYO, May 15, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, reported financial results for the first quarter ended March 31, 2026.
Recent Operational Highlights
| ● | As of March 31, 2026, HeartCore was engaged with 16 Go IPO clients, including 6 clients currently in various stages of preparation for potential public registrations and U.S. exchange listings | |
| ● | Regained Nasdaq $1.00 minimum bid price requirement | |
| ● | Authorized $2.0 million share repurchase program |
Management Commentary
HeartCore CEO Sumitaka Kanno commented: “During the first quarter of 2026, HeartCore continued to advance its strategic focus on financial services and capital markets-related services, with Go IPO remaining the key contributor for coming quarters. While the Nasdaq listing environment has become selective and increasingly focused on compliance, we continue to see interest from Japanese and other Asia-based companies seeking access to the U.S. capital markets. In light of these current market conditions, we are focused on expanding the number of engagements and enhancing the overall quality of our pipeline by prioritizing clients that we believe demonstrate stronger listing readiness and long-term financing potential.
“Through our subsidiary Higgs Field Co., Ltd., we are also taking steps to support potential expansion into additional financial services and sectors, including digital securities and capital markets advisory services. During the first quarter, we added experienced financial industry personnel and further developed our organizational structure as we prepare to seek a Type I Financial Instruments business license in Japan. We are also working with external professionals and industry organizations to further strengthen our internal management and compliance framework.
“Looking ahead, we remain focused on broadening our Go IPO client base that aligns with Nasdaq’s tightened requirements and diversifying our revenue base as we further develop and advance our financial services business.”
First Quarter 2026 Financial Results
Revenues were $1.2 million compared to $2.1 million in the same period last year. The decrease was primarily due to a decline in customized software development and services revenue as a result of intense competition in the U.S. software market.
Gross profit was $74,000 compared to $0.5 million in the same period last year. The decrease was primarily due to lower gross profit from Go IPO consulting services resulting from increased outsourcing fees and additional resources invested to enhance customer experience, as well as lower gross profit from customized software development and services due to decreased revenues and higher subcontracting costs for outsourced software engineers amid rising salary levels in the software market.
Operating expenses decreased to $1.6 million compared to $1.7 million in the same period last year. The decrease was primarily due to a decrease in selling expenses.
|
Net loss was $2.0 million compared to a loss of $3.1 million in the same period last year. The improvement was primarily due to a reduction in the loss on the fair value of investments in marketable securities.
Adjusted EBITDA was a loss of $1.6 million compared to a loss of $1.3 million in the same period last year.
As of March 31, 2026, the Company had cash and cash equivalents of $0.8 million.
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/.
Non-GAAP Financial Measures
This document includes references to adjusted EBITDA, which is a non-GAAP financial measure. For the purposes of this presentation, adjusted EBITDA is calculated by adjusting net loss to exclude depreciation and amortization, changes in fair value of investments in marketable securities, changes in fair value of investment in warrants, interest income, and interest expenses.
This measure is presented as supplemental information and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
Management believes that adjusted EBITDA provides useful information to investors by highlighting the Company’s core operational performance, excluding non-cash and non-recurring items. However, non-GAAP financial measures have limitations and should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.
| For the three months ended March 31, | ||||||||
| Item | 2026 | 2025 | ||||||
| Net loss | ($2.0) million | ($3.1) million | ||||||
| (+) Depreciation | $0.0 million | $0.0 million | ||||||
| (+) Changes in fair value of investments in marketable securities | $0.3 million | $1.8 million | ||||||
| (+) Changes in fair value of investment in warrants | $0.0 million | $0.1 million | ||||||
| (+) Changes in fair value of derivative liability | $0.0 million | $0.0 million | ||||||
| (+) Interest income | ($0.0) million | ($0.0) million | ||||||
| (+) Interest expenses | $0.0 million | $0.0 million | ||||||
| (+) Other income | ($0.0) million | ($0.0) million | ||||||
| (+) Other expenses | $0.1 million | $0.0 million | ||||||
| Adjusted EBITDA | ($1.6) million | ($1.3) million | ||||||
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 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.
John Yi and Steven Shinmachi
HTCR@gateway-grp.com
(949) 574-3860
|
HEARTCORE ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 774,033 | $ | 1,985,962 | ||||
| Accounts receivable | 572,547 | 707,865 | ||||||
| Investments in marketable securities | 3,394,190 | 3,690,187 | ||||||
| Prepaid expenses | 222,818 | 182,077 | ||||||
| Current portion of long-term note receivable | 100,000 | 100,000 | ||||||
| Deferred offering costs | 250,000 | 250,000 | ||||||
| Other current assets | 175,335 | 208,503 | ||||||
| Proceeds receivable from sale of discontinued operations | 1,382,897 | 1,291,298 | ||||||
| Total current assets | 6,871,820 | 8,415,892 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 279,185 | 291,589 | ||||||
| Operating lease right-of-use assets | 506,456 | 29,449 | ||||||
| Long-term investment in warrants | 273,859 | 280,924 | ||||||
| Deferred tax assets | 22,633 | 23,121 | ||||||
| Security deposits | 278,154 | 282,958 | ||||||
| Other non-current assets | 241 | 549 | ||||||
| Long-term proceeds receivable from sale of discontinued operations | 3,539,421 | 3,736,995 | ||||||
| Total non-current assets | 4,899,949 | 4,645,585 | ||||||
| Total assets | $ | 11,771,769 | $ | 13,061,477 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,230,686 | $ | 1,146,501 | ||||
| Accounts payable and accrued expenses - related party | 96,333 | 124,618 | ||||||
| Accrued payroll and other employee costs | 663,683 | 509,547 | ||||||
| Due to related party | 401 | 285 | ||||||
| Short-term debt - related party | 69,000 | 75,000 | ||||||
| Current portion of long-term debts | 51,697 | 50,598 | ||||||
| Insurance premium financing | 97,773 | 13,430 | ||||||
| Factoring liability | 124,508 | 135,982 | ||||||
| Operating lease liabilities, current | 308,119 | 32,793 | ||||||
| Income tax payables | 1,847,411 | 1,857,386 | ||||||
| Deferred revenue | 650,469 | 676,216 | ||||||
| Derivative liability | 122,589 | 121,719 | ||||||
| Other current liabilities | 598,602 | 586,175 | ||||||
| Total current liabilities | 5,861,271 | 5,330,250 | ||||||
| Non-current liabilities: | ||||||||
| Long-term debts | 434,895 | 448,376 | ||||||
| Operating lease liabilities, non-current | 211,544 | - | ||||||
| Total non-current liabilities | 646,439 | 448,376 | ||||||
| Total liabilities | 6,507,710 | 5,778,626 | ||||||
| Shareholders’ equity: | ||||||||
| Preferred shares, $0.0001 par value, 20,000,000 shares authorized; Series A convertible preferred shares, 4,000 shares designated, 1,017 shares issued and outstanding as of March 31, 2026 and December 31, 2025; aggregate liquidation preference of $1,262,686 and $1,158,362 as of March 31, 2026 and December 31, 2025, respectively | 691,858 | 691,858 | ||||||
| Common shares, $0.0001 par value, 200,000,000 shares authorized, 1,288,812 and 1,270,991 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively* | 129 | 127 | ||||||
| Additional paid-in capital | 21,876,230 | 21,902,169 | ||||||
| Accumulated deficit | (15,627,241 | ) | (13,755,534 | ) | ||||
| Accumulated other comprehensive loss | (66,099 | ) | (58,497 | ) | ||||
| Total HeartCore Enterprises, Inc. shareholders’ equity | 6,874,877 | 8,780,123 | ||||||
| Non-controlling interests | (1,610,818 | ) | (1,497,272 | ) | ||||
| Total shareholders’ equity | 5,264,059 | 7,282,851 | ||||||
| Total liabilities and shareholders’ equity | $ | 11,771,769 | $ | 13,061,477 | ||||
|
HEARTCORE ENTERPRISES, INC.
Unaudited Consolidated Statements of Operations and Comprehensive Loss
| For the Three Months | ||||||||
| Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 1,245,844 | $ | 2,093,413 | ||||
| Cost of revenues (including cost of revenues resulting from transactions with a related party of $114,535 and $25,195 for the three months ended March 31, 2026 and 2025, respectively) | 1,171,799 | 1,549,639 | ||||||
| Gross profit | 74,045 | 543,774 | ||||||
| Operating expenses: | ||||||||
| Selling expenses | 42,812 | 152,922 | ||||||
| General and administrative expenses (including general and administrative expenses resulting from transactions with a related party of nil and $17,615 for the three months ended March 31, 2026 and 2025, respectively) | 1,571,734 | 1,581,205 | ||||||
| Total operating expenses | 1,614,546 | 1,734,127 | ||||||
| Loss from continuing operations | (1,540,501 | ) | (1,190,353 | ) | ||||
| Other income (expenses): | ||||||||
| Changes in fair value of investments in marketable securities | (295,997 | ) | (1,781,664 | ) | ||||
| Changes in fair value of investment in warrants | (7,065 | ) | (51,621 | ) | ||||
| Changes in fair value of derivative liability | (870 | ) | - | |||||
| Interest income | 582 | 2,243 | ||||||
| Interest expenses | (16,625 | ) | (17,794 | ) | ||||
| Other income | 14,095 | 9,313 | ||||||
| Other expenses | (112,865 | ) | (547 | ) | ||||
| Total other expenses | (418,745 | ) | (1,840,070 | ) | ||||
| Loss from continuing operations before income tax expense | (1,959,246 | ) | (3,030,423 | ) | ||||
| Income tax expense | 17,469 | 39,608 | ||||||
| Net loss from continuing operations | (1,976,715 | ) | (3,070,031 | ) | ||||
| Loss from discontinued operations, net of income tax | - | (67,350 | ) | |||||
| Net loss | (1,976,715 | ) | (3,137,381 | ) | ||||
| Less: net loss attributable to non-controlling interests | (105,008 | ) | (50,389 | ) | ||||
| Net loss attributable to HeartCore Enterprises, Inc. | (1,871,707 | ) | (3,086,992 | ) | ||||
| Dividends accrued on Series A convertible preferred shares | (27,968 | ) | - | |||||
| Net loss attributable to HeartCore Enterprises, Inc. common shareholders | $ | (1,899,675 | ) | $ | (3,086,992 | ) | ||
| Other comprehensive loss: | ||||||||
| Foreign currency translation adjustment | (16,140 | ) | (8,014 | ) | ||||
| Total comprehensive loss | (1,992,855 | ) | (3,145,395 | ) | ||||
| Less: comprehensive loss attributable to non-controlling interests | (113,546 | ) | (49,152 | ) | ||||
| Comprehensive loss attributable to HeartCore Enterprises, Inc. | $ | (1,879,309 | ) | $ | (3,096,243 | ) | ||
| Net loss from continuing operations attributable to HeartCore Enterprises, Inc. per common share* | ||||||||
| Basic | $ | (1.49 | ) | $ | (2.74 | ) | ||
| Diluted | $ | (1.49 | ) | $ | (2.74 | ) | ||
| Loss from discontinued operations per common share* | ||||||||
| Basic | $ | - | $ | (0.06 | ) | |||
| Diluted | $ | - | $ | (0.06 | ) | |||
| Net loss attributable to HeartCore Enterprises, Inc. per common share* | ||||||||
| Basic | $ | (1.49 | ) | $ | (2.80 | ) | ||
| Diluted | $ | (1.49 | ) | $ | (2.80 | ) | ||
| Weighted average common shares outstanding* | ||||||||
| Basic | 1,271,631 | 1,102,702 | ||||||
| Diluted | 1,271,631 | 1,102,702 | ||||||
|
HEARTCORE ENTERPRISES, INC.
Unaudited Consolidated Statements of Cash Flows
| For the Three Months | ||||||||
| Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net loss | $ | (1,976,715 | ) | $ | (3,137,381 | ) | ||
| Loss from discontinued operations, net of income tax | - | (67,350 | ) | |||||
| Net loss from continuing operations | (1,976,715 | ) | (3,070,031 | ) | ||||
| Adjustments to reconcile net loss from continuing operations to net cash flows used in operating activities of continuing operations: | ||||||||
| Depreciation expense | 7,720 | 20,289 | ||||||
| Loss on disposal of property and equipment | - | 116,981 | ||||||
| Non-cash lease expense | 70,229 | 31,662 | ||||||
| Gain on termination of lease | - | (9,059 | ) | |||||
| Deferred income taxes | - | 27,515 | ||||||
| Stock-based compensation | 2,031 | 32,280 | ||||||
| Changes in fair value of investments in marketable securities | 295,997 | 1,781,664 | ||||||
| Changes in fair value of investment in warrants | 7,065 | 51,621 | ||||||
| Changes in fair value of derivative liability | 870 | - | ||||||
| Gain on settlement of asset retirement obligations | - | (45,873 | ) | |||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | 135,238 | (180,823 | ) | |||||
| Prepaid expenses | 66,924 | 50,591 | ||||||
| Other assets | 107,886 | (26,711 | ) | |||||
| Accounts payable and accrued expenses | 85,404 | (97,118 | ) | |||||
| Accounts payable and accrued expenses - related party | (28,338 | ) | (24,224 | ) | ||||
| Accrued payroll and other employee costs | 154,736 | (23,483 | ) | |||||
| Due to related party | 125 | (884 | ) | |||||
| Operating lease liabilities | (60,127 | ) | (24,435 | ) | ||||
| Income tax payables | (9,785 | ) | (80,196 | ) | ||||
| Deferred revenue | (25,747 | ) | (233,911 | ) | ||||
| Other liabilities | 12,897 | 12,686 | ||||||
| Net cash flows used in operating activities of continuing operations | (1,153,590 | ) | (1,691,459 | ) | ||||
| Cash flows from investing activities of continuing operations: | ||||||||
| Purchases of property and equipment | (954 | ) | - | |||||
| Proceeds from sale of marketable securities | - | 462,763 | ||||||
| Net cash flows provided by (used in) investing activities of continuing operations | (954 | ) | 462,763 | |||||
| Cash flows from financing activities of continuing operations: | ||||||||
| Payments for finance lease | - | (4,071 | ) | |||||
| Repayment of long-term debts | (12,382 | ) | (10,561 | ) | ||||
| Repayment of related party debt | (6,000 | ) | - | |||||
| Repayment of insurance premium financing | (23,657 | ) | (28,559 | ) | ||||
| Net repayment of factoring arrangement | (11,474 | ) | (45,341 | ) | ||||
| Proceeds from issuance of common shares related to at the market offering agreement | - | 30,445 | ||||||
| Proceeds from collection of subscription receivable | - | 103,942 | ||||||
| Proceeds from exercise of stock options | - | 117,000 | ||||||
| Net cash flows provided by (used in) financing activities of continuing operations | (53,513 | ) | 162,855 | |||||
| Cash flows from discontinued operations: | ||||||||
| Net cash flows used in operating activities of discontinued operations | - | (309,332 | ) | |||||
| Net cash flows provided by investing activities of discontinued operations | - | 10,298 | ||||||
| Net cash flows used in financing activities of discontinued operations | - | (19,915 | ) | |||||
| Net cash flows used in discontinued operations | - | (318,949 | ) | |||||
| Effect of exchange rate changes | (3,872 | ) | 2,685 | |||||
| Net change in cash and cash equivalents | (1,211,929 | ) | (1,382,105 | ) | ||||
| Cash and cash equivalents - beginning of the period | 1,985,962 | 2,121,089 | ||||||
| Cash and cash equivalents - end of the period | $ | 774,033 | $ | 738,984 | ||||
| Supplemental cash flow disclosures: | ||||||||
| Interest paid | $ | 16,625 | $ | 22,857 | ||||
| Income taxes paid (received), net | $ | (4,574 | ) | $ | 93,586 | |||
| Non-cash investing and financing transactions: | ||||||||
| Insurance premium financing | $ | 108,000 | $ | 139,500 | ||||
| Dividends accrued on Series A convertible preferred shares | $ | 27,968 | $ | - | ||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 552,577 | $ | - | ||||