HeartCore (NASDAQ: HTCR) revises bylaws on stockholder legal fees

Rhea-AI Filing Summary

HeartCore Enterprises, Inc. updated its bylaws to clarify when parties can recover legal fees in disputes related to the bylaws. The Board amended Section 7.4 so that a prevailing party may recover reasonable attorneys’ fees and costs, but this right now expressly excludes “internal corporate claims” as defined in Section 115 of the Delaware General Corporation Law and any other claim a stockholder brings in its capacity as a stockholder or on behalf of the company. The change is intended to confirm that stockholders are not liable for the company’s or other parties’ legal fees in these internal corporate or stockholder actions, consistent with Section 7.5 of the bylaws and Delaware law.

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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) March 24, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 24, 2026, the Board of Directors (the “Board”) of HeartCore Enterprises, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s bylaws (the “Bylaws”).

Prior to adoption of the Amendment, the second sentence of Section 7.4 of the Bylaws provided that “[i]f any action is brought by any party against another party, relating to or arising out of [the] Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action”, and Section 7.5 of the Bylaws provided (and continues to provide following adoption of the Amendment) that “[a]ll powers, duties and responsibilities provided for in [the] Bylaws, whether or not explicitly so qualified, are qualified by the provisions of the [Company’s certificate of incorporation] and applicable law.”

The Amendment had the effect of amending and restating the second sentence of Section 7.4 of the Bylaws to read as follows: “If any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect to “internal corporate claims” as defined in Section 115 of the DGCL or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the Corporation, has brought in an action, suit or proceeding.”

The Amendment was intended to clarify that, consistent with Section 7.5 of the Bylaws and the provisions of the Delaware General Corporation Law, including Section 109(b) thereof, the Bylaws do not contain any provision that would impose liability on a stockholder for the attorneys’ fees or expenses of the Company or any other party in connection with an internal corporate claim, or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the Company, has brought in an action, suit or proceeding.

The foregoing description of the Amendment is subject to, and qualified in its entirety by, the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Bylaws of the registrant, dated March 24, 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: March 27, 2026	HEARTCORE ENTERPRISES, INC.
	By:	/s/ Sumitaka Yamamoto
		Sumitaka Yamamoto
		Chief Executive Officer

FAQ

What bylaw change did HeartCore Enterprises (HTCR) approve on March 24, 2026?

HeartCore Enterprises amended Section 7.4 of its bylaws on March 24, 2026. The revision narrows a fee-shifting clause so prevailing parties can recover legal fees except in internal corporate claims or stockholder actions brought in a stockholder’s capacity or on the company’s behalf.

How does the HeartCore bylaw amendment affect stockholder liability for legal fees?

The amendment clarifies that stockholders will not be liable for the company’s or other parties’ attorneys’ fees in internal corporate claims. It also protects stockholders from fee-shifting in other actions they bring as stockholders or in the right of the company, aligning with Delaware law.

Which sections of HeartCore’s bylaws are referenced in this governance change?

The change directly revises the second sentence of Section 7.4 and is interpreted together with Section 7.5. Section 7.5 states that all bylaw powers, duties, and responsibilities are qualified by the company’s certificate of incorporation and applicable law, including Delaware corporate statutes.

How does Delaware General Corporation Law influence HeartCore’s new bylaw language?

The amendment is intended to be consistent with Delaware General Corporation Law, including Sections 109(b) and 115. It ensures the bylaws do not impose fee liability on stockholders for internal corporate claims or stockholder actions, reflecting Delaware’s restrictions on fee-shifting provisions in corporate charters and bylaws.

What are “internal corporate claims” referenced in HeartCore’s bylaw change?

“Internal corporate claims” are defined in Section 115 of the Delaware General Corporation Law. HeartCore’s revised bylaw provision expressly excludes these claims from its fee-shifting clause, so stockholders involved in such disputes are not required by the bylaws to pay the company’s or other parties’ legal expenses.

Who approved HeartCore Enterprises’ March 2026 bylaw amendment?

The amendment was adopted by HeartCore Enterprises’ Board of Directors on March 24, 2026. The company later filed an exhibit containing the full text of the amendment, which formally restates the revised second sentence of Section 7.4 regarding attorneys’ fees and the carve-out for internal corporate and stockholder claims.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 5.2 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB