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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): November 1, 2024

 

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)

 

(I.R.S. Employer

Identification Number)

 

1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan

(Address of principal executive offices)

 

+81-3-6409-6966

(Registrant’s telephone number, including area code)

 

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 obligations of the registrant under any of the following provisions.

 

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 October 30, 2024, HeartCore Enterprises, Inc. (the “Company”) issued a press release (the “October 30 Press Release”). announcing that it had expanded its CMS platform offering into a SaaS delivery model. A copy of the October 30 Press Release is furnished herewith as Exhibit 99.1. Promptly after discovery of an error in the October 30 Press Release, on November 1, 2024, the Company issued a correction (the “November 1 Press Release”) to a number in the second paragraph of the October 30 Press Release. A copy of the November 1 Press Release is furnished herewith as Exhibit 99.2. As noted in the November 1, 2024 Press Release, the incorrect sentence in the October 30 Press Release read: “The Company projects 115% sales growth across its software business as a result of this new transition.” The sentence has been corrected to read: “The Company projects 15% sales growth across its software business as a result of this new transition.” The remainder of the October 30 Press Release remains unchanged. 

 

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, 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 October 30, 2024.

99.2   Press release of the registrant issued on November 1, 2024.
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 hereunto duly authorized.

 

  HEARTCORE ENTERPRISES, INC.
   
Dated: November 1, 2024 By: /s/ Sumitaka Yamamoto
  Name: Sumitaka Yamamoto
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

 

HeartCore Expands its CMS Platform Offering into a SaaS Delivery Model

  

NEW YORK and TOKYO, Oct. 30, 2024 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or “the Company”), a leading enterprise software and data consulting services company based in Tokyo, announced it has expanded its flagship CMS platform to include a Software as a Service (“SaaS”) model, in addition to its legacy on-premises version.

 

As part of this transition, HeartCore will leverage the Amazon Web Services (“AWS”) infrastructure and collaborate with the AWS team to enhance the product’s foundational capabilities. This includes a redesigned user interface and a comprehensive overhaul of the Management Screen Builder to enhance accessibility and allow users to update and manage multiple sites seamlessly, eliminating the need for specialized developer skills. HeartCore will expand its target audience to include businesses that require CMS solutions delivered through a SaaS model, a segment previously beyond reach. Alongside its recent strategic shift towards multi-year software licensing agreements, the SaaS model aims to further diversify revenue streams by increasing recurring sales through license subscriptions and maintenance fees. The Company projects 115% sales growth across its software business as a result of this new transition. HeartCore intends to grow both its SaaS offering in addition to its legacy on-premises version.

 

“To further drive the ongoing efforts to optimize our financial performance, we have strategically added the SaaS model as an option for our clients to use our flagship CMS platform,” said HeartCore CEO Sumitaka Kanno. “This shift complements our recent move towards multi-year licensing agreements and aims to introduce a predictable stream of sticky, recurring revenue from a new pool of companies. With many businesses now seeking CMS solutions delivered in a SaaS model, this transition will support our sales and marketing team to expand their reach, capture additional contracts, and drive stable growth in the coming quarters ahead.”

 

About HeartCore Enterprises, Inc.

 
Headquartered in Tokyo, Japan, HeartCore Enterprises is a leading enterprise software and consulting services company. HeartCore offers Software as a Service (SaaS) solutions to enterprise customers in Japan and worldwide. The Company also provides data analytics services that allow enterprise businesses to create tailored web experiences for their clients through best-in-class design. HeartCore’s customer experience management platform (CXM Platform) includes marketing, sales, service and content management systems, as well as other tools and integrations, which enable companies to enhance customer experience and drive engagement. HeartCore also operates a digital transformation business that provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises. HeartCore’s GO IPOSM consulting services helps Japanese-based companies go public in the U.S. Additional information about the Company’s products and services is available at https://heartcore-enterprises.com/.

 

Forward-Looking Statements

 
All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believed,” “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

 

 

 

Exhibit 99.2

 

Correction Notice of Press Release Announcing HeartCore’s Expansion of its CMS Platform Offering into a SaaS Delivery Model

 

NEW YORK and TOKYO, November 1, 2024 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or “the Company”), a leading enterprise software and data consulting services company based in Tokyo, announced a correction to a number in the second paragraph of its press release sent out on October 30, 2024.

 

In the release, the sentence read: “The Company projects 115% sales growth across its software business as a result of this new transition.”

 

The release has been corrected to read: “The Company projects 15% sales growth across its software business as a result of this new transition.”

 

The remainder of the press release remains unchanged.

 

About HeartCore Enterprises, Inc.

 

Headquartered in Tokyo, Japan, HeartCore Enterprises is a leading enterprise software and consulting services company. HeartCore offers Software as a Service (SaaS) solutions to enterprise customers in Japan and worldwide. The Company also provides data analytics services that allow enterprise businesses to create tailored web experiences for their clients through best-in-class design. HeartCore’s customer experience management platform (CXM Platform) includes marketing, sales, service and content management systems, as well as other tools and integrations, which enable companies to enhance customer experience and drive engagement. HeartCore also operates a digital transformation business that provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises. HeartCore’s GO IPOSM consulting services helps Japanese-based companies go public in the U.S. Additional information about the Company’s products and services is available at https://heartcore-enterprises.com/.

 

Forward-Looking Statements

 

All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believed,” “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

 

 

 

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