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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 18, 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 18, 2025, HeartCore
Enterprises, Inc. (the “Company”) issued a press release announcing that its Go IPO client, rYojbaba Co., Ltd. (“rYojbaba”),
has successfully commenced trading under the symbol “RYOJ” on The Nasdaq Capital Market.
The
Company was compensated through an aggregate of $500,000 in initial fees and warrants to acquire 3% of rYojbaba’s common stock,
on a fully diluted basis, which total up to approximately $1.35 million
as of August 14, 2025.
The press release is
furnished herewith as Exhibit 99.1 and 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 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
| 99.1 |
|
Press release of the registrant issued on August 18, 2025. |
| 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: August 18, 2025 |
HEARTCORE ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/ Sumitaka Yamamoto |
| |
|
Sumitaka Yamamoto |
| |
|
Chief Executive Officer |
