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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 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
7.01. Regulation FD Disclosure.
On
February 24, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that the Company’s
Board of Directors (the “Board”) has authorized a share repurchase program, pursuant to which the Company may repurchase
up to $2.0 million of its outstanding shares of common stock. A copy of the press release is attached as Exhibit 99.1 to 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 liability of that
Section, nor shall such information be deemed incorporated by reference into 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 filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Item
8.01. Other Events.
The
Board authorized a share repurchase program, pursuant to which the Company may repurchase up to $2.0 million of its outstanding shares
of common stock. The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open
market purchases, privately negotiated transactions or other means, including trading plans intended to qualify under Rule 10b5-1 of
the Exchange Act, in accordance with applicable federal securities laws and other applicable legal requirements. The Company expects
to fund these repurchases through existing cash balances. Decisions regarding the amount and the timing of purchases under the program
will be influenced by the Company’s cash on hand, cash flows from operations, general market conditions and other factors, and
the program may be modified, suspended or discontinued at any time. The Company is not obligated to acquire any particular amount of
its common stock. This program has no set termination date.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release of the issuer dated February 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:
February 24, 2026 |
HEARTCORE
ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/
Sumitaka Yamamoto |
| |
|
Sumitaka
Yamamoto |
| |
|
Chief
Executive Officer |
Exhibit 99.1
HeartCore
Authorizes $2.0 Million Share Repurchase Program as Part of Disciplined Capital Allocation Strategy
NEW
YORK and TOKYO, February 24, 2026 — HeartCore Enterprises, Inc. (NASDAQ: HTCR) (“HeartCore” or the “Company”), an
IPO consulting services company based in Tokyo, today announced that its Board of Directors has authorized a share repurchase program
pursuant to which the Company may repurchase up to $2.0 million of its outstanding shares of common stock.
The
Board’s decision reflects management’s view regarding the Company’s current valuation and long-term capital allocation
priorities. As of February 24, 2026, the Company’s preliminary and unaudited estimates indicate that its total net assets exceeded
its market capitalization as of that date, which we believe is an important factor in assessing the Company’s overall valuation.
The share repurchase program is intended as a disciplined and balanced capital allocation decision aimed at enhancing long-term value
for shareholders while maintaining flexibility to invest in growth initiatives.
Repurchases
may be made from time to time through open market transactions, privately negotiated transactions, or other legally permissible means,
including pursuant to Rule 10b5-1 trading plans, in accordance with applicable federal securities laws and other legal requirements.
The timing and amount of any repurchases will depend on market conditions, capital availability and other factors, and the program may
be modified, suspended or discontinued at any time. The program follows the Company’s recent business restructuring and improved
profitability outlook and is part of HeartCore’s disciplined and balanced capital allocation approach—investing in growth
while returning capital to shareholders.
“We
believe our current valuation should be considered in the context of our balance sheet strength and the strategic progress we have made
over the past year,” said HeartCore CEO Sumitaka Kanno. “Based on our preliminary internal estimates, our total net assets
exceeded our current market capitalization, which we believe is an important factor when evaluating the Company’s overall value.
Over the past year, we have taken meaningful steps to reposition HeartCore—restructuring our business portfolio, sharpening our
focus on financial consulting and Go IPO services, and improving our earnings profile. These developments support our confidence in the
Company’s long-term direction.
“This
$2.0 million share repurchase program reflects our commitment to disciplined capital allocation and long-term shareholder value. We believe
repurchasing shares at current levels represents an attractive use of capital alongside our investment priorities. We will continue to
evaluate opportunities to deploy capital in ways that support sustainable growth, strengthen our financial position, and enhance shareholder
returns over time. Looking ahead, we remain focused on expanding our financial services capabilities, deepening client relationships,
and building a more resilient earnings base.”
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, within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s capital allocation plans,
future share repurchases, operational performance and growth prospects. In some cases, forward-looking statements can be identified by
words such as “believe,” “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
