HeartCore (NASDAQ: HTCR) regains Nasdaq equity listing compliance

Rhea-AI Filing Summary

HeartCore Enterprises, Inc. reports that Nasdaq has confirmed the company is back in compliance with the exchange’s minimum stockholders’ equity requirement. The company previously received a notice on May 24, 2025 stating it did not meet the $2,500,000 stockholders’ equity threshold and did not qualify under alternative market value or net income standards, although trading of its common stock on the Nasdaq Capital Market under the symbol HTCR was not immediately affected.

On August 19, 2025, Nasdaq reviewed HeartCore’s Form 10-Q for the period ended June 30, 2025, which showed stockholders’ equity of $3,559,017, and determined that the company now satisfies the equity listing rule and that the matter is closed. HeartCore also furnished a press release as an exhibit, providing additional communication about these developments.

Insights

Equity market & listing standards analyst

HeartCore has cleared a Nasdaq equity listing compliance issue.

Nasdaq listing standards require companies on the Nasdaq Capital Market to maintain at least $2,500,000 in stockholders’ equity or meet alternative tests. HeartCore had fallen below this level, triggering a noncompliance notice that raised the possibility of future listing action if the issue was not resolved.

The company’s Form 10-Q for the period ended June 30, 2025 reported stockholders’ equity of $3,559,017. Based on this filing, Nasdaq determined on August 19, 2025 that HeartCore again meets the minimum stockholders’ equity requirement and closed the matter. This removes an overhang related to potential delisting, though ongoing compliance will depend on future financial results disclosed in subsequent reports.

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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) August 19, 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 7.01. Regulation FD Disclosure.

On August 28, 2025, HeartCore Enterprises, Inc. (the “Company”) issued the press release furnished herewith as Exhibit 99.1, which press release is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed 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, and shall not be incorporated by reference into any registration statement or other document filed 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.

Item 8.01. Other Events.

As previously reported by the Company, on May 24, 2025, the Company received written notice (the “Stockholders’ Equity Notice”) from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market indicating that the Company was not in compliance with the $2,500,000 minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b) (the “Minimum Stockholders’ Equity Requirement”) for continued listing on the Nasdaq Capital Market. Additionally, the Nasdaq Staff noted that the Company did not meet the alternatives of market value of listed securities or net income from continuing operations as of May 23, 2025. The notification of noncompliance had no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market under the symbol “HTCR.”

On August 19, 2025, the Nasdaq Staff notified the Company that, based on the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed by the Company with the Securities and Exchange Commission on August 13, 2025, evidencing stockholders’ equity of $3,559,017, the Nasdaq Staff determined that the Company complies with the Minimum Stockholders’ Equity Requirement and this matter is now closed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of the registrant issued on August 28, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 28, 2025	HEARTCORE ENTERPRISES, INC.
	By:	/s/ Sumitaka Yamamoto
		Sumitaka Yamamoto
		Chief Executive Officer

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FAQ

What Nasdaq issue did HeartCore Enterprises (HTCR) resolve?

HeartCore previously received a Nasdaq notice stating it did not meet the $2,500,000 minimum stockholders’ equity requirement and did not qualify under alternative market value or net income tests for continued listing on the Nasdaq Capital Market.

How did HeartCore Enterprises (HTCR) regain compliance with Nasdaq listing rules?

Nasdaq reviewed HeartCore’s Form 10-Q for the period ended June 30, 2025, which showed stockholders’ equity of $3,559,017. Based on this filing, Nasdaq determined the company now complies with the minimum stockholders’ equity requirement.

Is the Nasdaq compliance matter for HeartCore Enterprises (HTCR) still open?

No. Nasdaq notified HeartCore on August 19, 2025 that, after confirming the company’s stockholders’ equity exceeded $2,500,000, the company complies with the minimum equity requirement and the matter is now closed.

Did HeartCore Enterprises (HTCR) face immediate delisting from Nasdaq after the noncompliance notice?

No. The notice of noncompliance explicitly stated it had no immediate effect on the listing or trading of HeartCore’s common stock on the Nasdaq Capital Market under the symbol HTCR.

What additional disclosure did HeartCore Enterprises (HTCR) provide about the Nasdaq decision?

HeartCore furnished a press release as Exhibit 99.1, dated August 28, 2025, to provide further information about the developments described, including the Nasdaq compliance update.

Which financial metric was key to HeartCore’s Nasdaq compliance in this 8-K?

The key metric was stockholders’ equity of $3,559,017 as reported in the company’s Form 10-Q for the period ended June 30, 2025, which exceeded the $2,500,000 Nasdaq minimum.