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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) September 26, 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
5.07. Submission of Matters to a Vote of Security Holders.
On
September 26, 2025, HeartCore Enterprises, Inc. (the “Company”) held its 2025 virtual annual meeting of stockholders (the
“Annual Meeting”) to vote on the following matters:
1.
Election of Directors
Each
of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below,
to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and
have qualified.
| Nominee |
|
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| Sumitaka
Yamamoto |
|
15,681,410 |
|
- |
|
12,712 |
|
1,833,722 |
| Ferdinand
Groenewald |
|
15,668,016 |
|
- |
|
26,106 |
|
1,833,722 |
| Kimio
Hosaka |
|
15,681,410 |
|
- |
|
12,712 |
|
1,833,722 |
| Yoonji
Lee |
|
15,680,625 |
|
- |
|
13,497 |
|
1,833,722 |
| Koji
Sato |
|
15,680,573 |
|
- |
|
13,549 |
|
1,833,722 |
2.
Ratification of the Company’s Independent Registered Public Accounting Firm
Stockholders
ratified the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2025, in accordance with the voting results listed below.
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 17,471,545 |
|
55,422 |
|
877 |
|
- |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 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:
September 26, 2025 |
HEARTCORE
ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/
Sumitaka Yamamoto |
| |
|
Sumitaka
Yamamoto |
| |
|
Chief
Executive Officer |
