HeartCore (NASDAQ: HTCR) earns cash and warrants from rYojbaba IPO

Rhea-AI Filing Summary

HeartCore Enterprises, Inc. reported that its Go IPO client, rYojbaba Co., Ltd., has begun trading on The Nasdaq Capital Market under the symbol “RYOJ.” This highlights activity in HeartCore’s Go IPO advisory and support business.

HeartCore received an aggregate of $500,000 in initial fees and warrants to acquire 3% of rYojbaba’s common stock on a fully diluted basis, valued at approximately $1.35 million as of August 14, 2025. The company furnished, but did not file, a press release describing these developments as an exhibit.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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)

1

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

2

FAQ

What did HeartCore Enterprises (HTCR) disclose in this 8-K filing?

HeartCore disclosed that its Go IPO client rYojbaba Co., Ltd. started trading on Nasdaq under the symbol “RYOJ.” HeartCore also detailed the cash fees and warrant compensation it earned from this Go IPO engagement.

How is HeartCore Enterprises (HTCR) being compensated for the rYojbaba Go IPO engagement?

HeartCore received an aggregate of $500,000 in initial fees and warrants to acquire 3% of rYojbaba’s common stock on a fully diluted basis. This combination of cash and equity-linked compensation reflects the structure of the Go IPO arrangement.

What is the approximate value of HeartCore’s warrant position in rYojbaba?

The warrants to acquire 3% of rYojbaba’s common stock, on a fully diluted basis, totaled approximately $1.35 million as of August 14, 2025. This valuation comes directly from the company’s description of the Go IPO compensation package.

On which exchange is HeartCore’s client rYojbaba trading and under what symbol?

rYojbaba Co., Ltd., a Go IPO client of HeartCore, is trading on The Nasdaq Capital Market under the symbol “RYOJ.” HeartCore highlighted this listing as part of its Regulation FD disclosure to keep investors informed.

Is the press release about rYojbaba’s listing considered filed or furnished by HeartCore?

The press release is furnished as Exhibit 99.1, not deemed filed under Section 18 of the Exchange Act. It is incorporated by reference only if specifically referenced in a future Securities Act or Exchange Act filing.

What securities exchange is HeartCore Enterprises (HTCR) itself listed on?

HeartCore’s common stock trades on the Nasdaq Capital Market under the symbol “HTCR.” This listing information appears in the disclosure of securities registered pursuant to Section 12(b) of the Securities Exchange Act.