Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT HEARTCORE ENTERPRISES, INC. (Exact name of registrant as specified in its charter) | Delaware | 001-41272 | 87-0913420 | | --- | --- | --- | | (State or other jurisdiction | (Commission | (IRS Employer | | of incorporation) | File Number) | Identification No.) | | 14F, Shibuya Sakura Stage Central Building, | | | | 1-2 Sakuragaoka-cho, | | | | Shibuya-ku, Tokyo, Japan | | 150-0031 | (Address of principal executiv ...

Core Insights - HeartCore Enterprises, Inc. expects FY 2025 revenue to range between $8.5 million and $9.5 million, with net income projected between $3.0 million and $4.0 million [1][8] Financial Performance - The year-over-year decline in consolidated revenue is primarily due to the strategic divestiture of HeartCore Japan, which resulted in the exclusion of approximately $7.0 million to $8.0 million from the Company's consolidated revenue for 2025 [2] - Despite the revenue decline, the Company recorded an approximately $7.0 million gain from the sale of HeartCore Japan, leading to an expected net income of $3.0 million to $4.0 million for FY 2025, a significant improvement compared to a net loss of $5.2 million in the previous year [3] Revenue Breakdown - Expected FY 2025 revenue by business type includes $7.0 million to $7.5 million from Software Related Business and $1.5 million to $2.0 million from Go IPO Business, totaling $8.5 million to $9.5 million [4] - As of December 31, 2025, HeartCore has engaged a total of 16 Go IPO clients, with five companies currently under active engagement for listing preparation [4] Strategic Direction - The divestiture of HeartCore Japan, generating approximately JPY 1.8 billion in proceeds, marks a significant milestone in the Company's capital strategy and a transition into a new growth phase [5] - The Company plans to reallocate capital into growth initiatives and realign its business focus within the financial services sector, emphasizing the importance of authentic human connections in its Go IPO business [5]

Core Insights - HeartCore Enterprises, Inc. (HTCR) reported a quarterly loss of $0.08 per share, missing the Zacks Consensus Estimate of $0.02, and a significant decline from earnings of $0.53 per share a year ago, resulting in an earnings surprise of -500.00% [1] - The company generated revenues of $7.05 million for the quarter ended September 2025, exceeding the Zacks Consensus Estimate by 19.34%, but down from $17.85 million in the same quarter last year [2] - HeartCore Enterprises has underperformed the market, with shares down approximately 66.1% year-to-date, contrasting with the S&P 500's gain of 13.4% [3] Earnings Outlook - The earnings outlook for HeartCore Enterprises is mixed, with the current consensus EPS estimate for the upcoming quarter at -$0.01 on revenues of $4.73 million, and -$0.07 on revenues of $18.97 million for the current fiscal year [7] - The company's Zacks Rank is currently 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Context - The Internet - Software and Services industry, to which HeartCore Enterprises belongs, is currently ranked in the top 23% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8]

Financial Performance - For the three months ended September 30, 2025, the company generated revenues of $2,990,329, a decrease of 81.6% compared to $16,240,865 for the same period in 2024[155]. - For the nine months ended September 30, 2025, the company reported revenues of $7,052,799, down 66.9% from $21,270,891 in 2024[156]. - The net loss from continuing operations for the three months ended September 30, 2025, was $137,122, compared to a net income of $11,119,592 for the same period in 2024[155]. - The net loss from continuing operations for the nine months ended September 30, 2025, was $2,913,181, contrasting with a net income of $6,705,342 in 2024[156]. - Total revenues decreased by $13,250,536, or 81.6%, to $2,990,329 for the three months ended September 30, 2025, compared to $16,240,865 for the same period in 2024[159]. - Total revenues decreased by $14,218,092, or 66.8%, to $7,052,799 for the nine months ended September 30, 2025, from $21,270,891 for the same period in 2024[181]. - Net income attributable to HeartCore Enterprises, Inc. was $434,072 for the three months ended September 30, 2025, a decrease of $10,623,734, or 96.1%, from $11,057,806 in the same period in 2024[176]. - Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders was a loss of $1,609,851 for the nine months ended September 30, 2025, representing a decrease of $9,383,207, or 120.7%, from a net income of $7,773,356 for the same period in 2024[201]. Expenses - Gross profit decreased by $12,541,707, or 89.5%, to $1,468,409 for the three months ended September 30, 2025, from $14,010,116 in the prior year[161]. - Gross profit decreased by $12,462,942, or 82.7%, to $2,599,064 for the nine months ended September 30, 2025, compared to $15,062,006 for the same period in 2024[184]. - Selling expenses decreased by $67,654, or 41.7%, to $94,718 for the three months ended September 30, 2025, from $162,372 in the prior year[163]. - Selling expenses decreased by $180,012, or 34.7%, to $338,615 for the nine months ended September 30, 2025, from $518,627 for the same period in 2024[186]. - General and administrative expenses decreased by $58,176, or 4.0%, to $1,384,838 for the three months ended September 30, 2025, from $1,443,014 in the same period in 2024[166]. - General and administrative expenses decreased by $682,679, or 14.2%, to $4,119,851 for the nine months ended September 30, 2025, from $4,802,530 for the same period in 2024[188]. - Research and development expenses decreased by $63,709, or 100.0%, to nil for the three months ended September 30, 2025, from $63,709 in the prior year[168]. - Research and development expenses decreased by 100.0% to nil for the nine months ended September 30, 2025, from $172,140 for the same period in 2024[190]. Cash Flow and Financial Position - Total cash and cash equivalents decreased to $2,024,736 as of September 30, 2025, from $2,121,089 at the beginning of the period[202]. - Net cash flows used in operating activities of continuing operations was $2,980,958 for the nine months ended September 30, 2025[203]. - Net cash flows used in operating activities of continuing operations amounted to $3,027,115 for the nine months ended September 30, 2024[204]. - Net cash flows provided by financing activities of continuing operations totaled $1,953,032 for the nine months ended September 30, 2025, mainly from the issuance of Series A convertible preferred shares[206]. - Future minimum principal payments for long-term debts total $510,912 as of September 30, 2025[212]. - Net cash flows used in discontinued operations were $166,736 and $1,080,748 for the nine months ended September 30, 2025 and 2024, respectively[208]. Corporate Actions and Compliance - The company has entered into consulting agreements with 16 companies for their IPO process, with consulting fees ranging from $380,000 to $900,000 per company[135]. - The company sold its software business assets in Japan for a purchase price of ¥1,800,418,650 (approximately $12 million) to Smith Japan Holdings KK[144]. - A one-time distribution of $0.13 per share to stockholders has been authorized, with a record date of November 10, 2025[149]. - The company is currently not in compliance with Nasdaq's minimum bid price requirement of $1.00 per share, with a 180-day period granted to regain compliance[150][151]. - As of September 30, 2025, the company had an accumulated deficit of $17,797,861[156]. - HeartCore Financial, Inc. was formed as a wholly owned subsidiary to support the GO IPO consulting business, and HeartCore Luvina Vietnam Company was established as a 51% owned subsidiary in Vietnam[141]. Investment and Market Activity - Income from discontinued operations, net of income tax, was $488,297 for the three months ended September 30, 2025, a $790,959, or 261.3%, increase from a loss of $302,662 in the prior year[173]. - Income from discontinued operations, net of income tax, increased by $766,013, or 181.3%, to $1,188,481 for the nine months ended September 30, 2025, from $422,468 for the same period in 2024[196]. - A gain of $1,631,700 was recognized on fair value changes in investments in warrants[210]. - The company recognized a loss of $3,970,628 on the sale of warrants to a third party[210]. - Marketable securities and warrants received as noncash consideration totaled $13,541,693 during the period[210]. - The company had no off-balance sheet arrangements as of September 30, 2025[213].

Financial Performance - Revenues for Q3 2025 were $3.0 million, a decrease of 81.5% from $16.2 million in Q3 2024, primarily due to the absence of significant warrant revenue from a large GO IPO deal[5] - Gross profit for Q3 2025 was $1.5 million, down 89.3% from $14.0 million in the same period last year, reflecting reduced gross profit from GO IPO services[5] - Net income for Q3 2025 was $0.4 million, a significant decline from $10.8 million in Q3 2024[8] - Adjusted EBITDA for Q3 2025 was $0.5 million, down from $12.0 million in Q3 2024[9] - For the nine months ended September 30, 2025, revenues were $7.1 million, a decrease of 66.7% from $21.3 million in the same period last year[10] - Gross profit for the nine months ended September 30, 2025, was $2,599,064, down from $15,062,006 in 2024, indicating a decrease of about 82.7%[24] - Net loss attributable to HeartCore Enterprises, Inc. for the nine months ended September 30, 2025, was $(1,609,851), compared to a net income of $7,773,356 in 2024, reflecting a significant shift in performance[24] - Basic and diluted net income (loss) per common share for the nine months ended September 30, 2025, was $(0.07), down from $0.37 in 2024[25] - Income (loss) from continuing operations before income tax expense for the nine months ended September 30, 2025, was $(2,858,295), compared to $6,805,817 in 2024[24] - Other comprehensive loss for the nine months ended September 30, 2025, was $(1,715,032), compared to a comprehensive income of $7,179,488 in 2024[24] - For the nine months ended September 30, 2025, the net loss from continuing operations was $2,913,181 compared to a net income of $6,705,342 in the same period of 2024[27] Operating Expenses - Operating expenses decreased to $1.5 million in Q3 2025, compared to $1.7 million in Q3 2024, due to various cost-cutting measures[7] - Operating expenses for the nine months ended September 30, 2025, decreased to $4.5 million from $5.5 million in the same period last year, driven by reductions in general and administrative costs[11] - Total operating expenses for the nine months ended September 30, 2025, were $4,458,466, a decrease from $5,493,297 in 2024, showing a reduction of approximately 18.8%[24] Cash and Cash Equivalents - Cash and cash equivalents as of September 30, 2025, were $1.5 million, down from $2.0 million at the end of 2024[9] - The cash and cash equivalents at the end of the period were $2,024,736, down from $2,121,089 at the beginning of the period[28] Strategic Changes - The company divested its software business subsidiary, HeartCore Japan, to focus on its Go IPO business, which is expected to enhance long-term profitability[3] - The company signed its 16th Go IPO client and successfully launched one client on the Nasdaq Stock Market[6] Cash Flows - Cash flows from operating activities of continuing operations resulted in a net cash outflow of $2,980,958 for 2025, compared to an outflow of $3,027,115 in 2024[27] - The company reported net proceeds from the sale of warrants amounting to $5,640,000 in 2025[27] - The net cash flows used in financing activities of continuing operations were $1,953,032 in 2025, compared to $(1,168,769) in 2024[28] Depreciation and Amortization - The company incurred depreciation and amortization expenses of $36,994 for the nine months ended September 30, 2025, compared to $532,958 in 2024[27] Other Financial Metrics - The company reported a loss on sale of warrants amounting to $(3,970,628) during the nine months ended September 30, 2024[24] - The company reported a gain on the termination of lease amounting to $(9,059) in 2025[27] - The company reported a loss on disposal of property and equipment of $116,981 for the nine months ended September 30, 2025[27] - Research and development expenses for the nine months ended September 30, 2025, were not reported, while they were $172,140 in 2024, indicating a potential shift in focus or strategy[24]

Core Insights - HeartCore Enterprises, Inc. has made a strategic decision to divest its software business subsidiary, HeartCore Japan, to focus on its Go IPO consulting services, which is expected to enhance long-term profitability and operational efficiency [2][3] Financial Performance - For Q3 2025, revenues decreased to $3.0 million from $16.2 million in Q3 2024, primarily due to the absence of significant warrant revenue from a large Go IPO deal in the prior year [4] - Gross profit for Q3 2025 was $1.5 million, down from $14.0 million in the same period last year, reflecting reduced profitability from Go IPO services [4] - Operating expenses decreased to $1.5 million from $1.7 million year-over-year, attributed to cost-cutting measures [5] - Net income for Q3 2025 was $0.4 million, a significant decline from $10.8 million in Q3 2024, while adjusted EBITDA fell to $0.5 million from $12.0 million [5][4] Nine-Month Financial Results - For the nine months ended September 30, 2025, revenues were $7.1 million, down from $21.3 million in the same period last year, again due to the lack of comparable warrant revenue [7] - Gross profit for the nine months was $2.6 million, compared to $15.1 million in the previous year [7] - Operating expenses for the nine months decreased to $4.5 million from $5.5 million, reflecting ongoing cost management efforts [8] - The company reported a net loss of $1.7 million for the nine months, compared to a net income of $7.1 million in the same period last year [9] Cash Position - As of September 30, 2025, cash and cash equivalents stood at $1.5 million, down from $2.0 million at the end of 2024 [6] - On a pro forma basis, following a one-time distribution payment to stockholders, cash and cash equivalents increased to approximately $2.5 million as of November 18, 2025 [6] Client Engagement and Market Outlook - The company signed its 16th Go IPO client and successfully facilitated one client to begin trading, with expectations for another client to commence trading soon [3] - Demand for Go IPO services remains strong in Japan, and discussions with prospective clients in Korea are ongoing, indicating potential for future growth in the IPO consulting space [3]

Core Points - HeartCore Enterprises, Inc. has received a 180-day extension from Nasdaq to comply with the $1.00 minimum bid price requirement [1][2] - The company must meet the minimum bid price requirement by May 1, 2026, and if the closing bid price is at least $1.00 for 10 consecutive business days, compliance will be confirmed [2] - There is no guarantee that HeartCore will regain compliance with the minimum bid price requirement despite meeting other listing criteria [3] Company Overview - HeartCore is a Tokyo-based IPO consulting services company that assists Japanese growth companies in achieving successful U.S. exchange listings through its Go IPO service [4] - The Go IPO consulting services include pre-IPO consulting, regulatory guidance, financial preparation, and operational readiness to facilitate a smooth transition into U.S. public markets [4]

Core Insights - HeartCore Enterprises, Inc. has sold its subsidiary HeartCore Japan to Volaris Group for approximately ¥1.8 billion (around USD $12 million) in an all-cash deal [1] - The decision to divest the software business is driven by the rapid evolution of generative AI, which has changed the competitive landscape for traditional software businesses [2] - The company aims to focus on its Go IPO consulting business, which is expected to drive sustainable long-term value for shareholders despite a reduction in near-term revenue from the divestiture [3] Financial Implications - A one-time distribution payment of $0.13 per share will be made to shareholders, representing approximately 17.2% of the company's stock price as of October 29, 2025 [4] - Proceeds from the sale of HeartCore Japan will be partially used to fund this distribution [4] Strategic Focus - The Tokyo Stock Exchange's new minimum market capitalization requirement for Growth Market companies is expected to create a favorable environment for HeartCore's Go IPO business, as companies will seek alternative strategies for greater liquidity and visibility [5] - The company is committed to organic growth in Japan and Korea, with plans to build a pipeline of clients benefiting from its Go IPO services [6]

Core Insights - HeartCore Enterprises, Inc. has authorized a one-time payment of $0.13 per share to its stockholders, which will be classified as a distribution for U.S. federal tax purposes rather than a dividend [1] - The record date for stockholders to participate in this distribution is November 10, 2025, with the payment date set for November 17, 2025 [2] - The distribution payment of $0.13 per share represents approximately 16.8% of the company's stock price as of October 27, 2025 [2] Company Overview - HeartCore Enterprises, Inc. is headquartered in Tokyo, Japan, with additional offices in New York and San Francisco, CA, and specializes in enterprise software and consulting services [3] - The company offers Software as a Service (SaaS) solutions and data analytics services aimed at enhancing customer experiences for enterprise clients [3][4] - HeartCore's customer experience management platform includes various systems for marketing, sales, service, and content management, along with tools for digital transformation such as robotics process automation [4] Consulting Services - HeartCore provides a Go IPOSM consulting service that assists Japanese-based companies in going public in the U.S. [5]

Core Insights - HeartCore Enterprises, Inc. has authorized a one-time dividend payment of $0.13 per share, representing approximately 17.8% of the stock price as of October 17, 2025 [1][2] - The record date for the dividend is set for November 10, 2025, with the payment date on November 17, 2025 [2] - Future dividends may be issued quarterly, subject to Board approval based on the Company's financial results [2] Company Overview - HeartCore is headquartered in Tokyo, Japan, with additional offices in New York and San Francisco, CA [3] - The Company specializes in enterprise software and consulting services, offering Software as a Service (SaaS) solutions and data analytics services [3] - HeartCore's customer experience management platform includes various tools for marketing, sales, service, and content management [4] Services Offered - The Company provides a digital transformation business that includes robotics process automation, process mining, and task mining [4] - HeartCore's Go IPOSM consulting service assists Japanese companies in going public in the U.S. [5]