Welcome to our dedicated page for HEARTCORE ENTERPRISES SEC filings (Ticker: HTCR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The HeartCore Enterprises, Inc. (Nasdaq: HTCR) SEC filings page provides access to the company’s regulatory disclosures filed with the U.S. Securities and Exchange Commission. These documents offer detailed information on HeartCore’s enterprise software operations, Go IPOSM consulting services, capital structure, and significant corporate events.
Investors can review current reports on Form 8-K that describe material events such as the authorization of a one-time payment to stockholders, notices from Nasdaq regarding listing standards, and the sale of the company’s Japanese software subsidiary. Certain 8-K filings also discuss strategic decisions to focus on the Go IPOSM consulting business and to evaluate alternatives for divesting interests in other software-related entities.
HeartCore’s registration statements, including amendments on Form S-1, outline its business overview, risk factors, and financing arrangements. These filings describe the company’s customer experience management platform, digital transformation division, and IPO consulting activities, as well as equity purchase agreements and preferred stock issuances. They also explain how HeartCore may issue shares over time to institutional investors under specified agreements.
Periodic reports such as Forms 10-Q and 10-K (when available in the filing list) provide financial statements, segment information, and management’s discussion of results across software and consulting lines. These documents include details on revenues, gross profit, operating expenses, and non-GAAP measures like adjusted EBITDA, together with explanations of how those measures are calculated.
This page also helps track Nasdaq compliance disclosures related to minimum stockholders’ equity and minimum bid price requirements, as reported through Form 8-K. Users interested in governance matters can consult filings that summarize annual meeting results, including director elections and auditor ratification.
Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy documents, helping readers quickly understand the implications of equity financing agreements, asset sales, or changes in business focus. Real-time updates from EDGAR, combined with structured access to Forms 10-K, 10-Q, 8-K, S-1, and related exhibits, make this page a central resource for analyzing HTCR’s regulatory history and ongoing disclosure obligations.
HeartCore Enterprises, Inc. implemented a 1-for-20 reverse stock split of its common stock. At 4:00 p.m. Eastern Time on April 2, 2026, every 20 pre-split shares were automatically reclassified into one share, with fractional shares rounded up to the nearest whole share.
The reverse split did not change the authorized number of shares or the par value per share. HeartCore’s common stock began trading on the Nasdaq Capital Market on a post-split basis at market open on April 6, 2026, under the same ticker symbol HTCR.
HeartCore Enterprises, Inc. has approved and scheduled a 1-for-20 reverse stock split of its common stock. Every 20 existing shares will be combined into 1 share, with fractional shares rounded up to the nearest whole share.
The reverse split becomes effective on April 2, 2026 at 4:00 p.m. Eastern Time, and the stock is expected to begin trading on a split-adjusted basis on Nasdaq with new CUSIP 42240Q 203 on April 6, 2026. The move is intended to raise the share price to help the company regain compliance with Nasdaq’s $1.00 minimum bid price requirement.
The authorized share count and par value will stay the same, while outstanding options, restricted stock units, and equity plan reserves will be adjusted proportionally. Shareholders holding in street name or book-entry generally do not need to take action; certificate holders will receive instructions from the transfer agent.
HeartCore Enterprises, Inc. has transformed from a Japan-based software developer into a niche consulting firm focused on helping Japanese companies list shares on U.S. exchanges through its GO IPO business. As of December 31, 2025, it had 16 consulting agreements, each with cash fees between $380,000 and $900,000 plus warrants for 1% to 4% of clients’ fully diluted equity at low exercise prices.
To support this pivot, HeartCore sold its Japanese software subsidiary, HeartCore Co., Ltd., to Smith Japan Holdings KK on October 31, 2025 for ¥1,800,418,650 (about $12 million), with portions structured as holdbacks and deferred consideration through 2028. The company then authorized a one-time cash distribution of $0.13 per share, paid November 17, 2025, and later a $2.0 million share repurchase program, though no shares have yet been bought back.
HeartCore faces listing pressure: Nasdaq notified the company in May 2025 that its share price was below the $1.00 Minimum Bid Price Requirement, granting an extension to May 1, 2026 to regain compliance or risk delisting. As of June 30, 2025, non-affiliate equity was valued at $7,593,567 based on a $0.4899 share price, and 25,435,724 shares were outstanding as of March 31, 2026. The company ended 2025 with 44 employees and detailed office leases in Japan and Vietnam as it builds out its financial services–oriented structure.
HeartCore Enterprises reported full-year 2025 results showing a major business shift and return to profitability. Revenue was $9.0 million, down from $22.7 million, mainly because 2024 included $13 million of warrant revenue from a single large Go IPO deal that did not repeat.
Net income was $5.5 million versus a $5.2 million net loss, driven largely by income from the sale of its software subsidiary, HeartCore Japan, reported as discontinued operations. Adjusted EBITDA was $6.5 million, slightly below $7.3 million last year, while year-end cash and cash equivalents were $2.0 million.
The company continued its transition toward financial services, divesting HeartCore Japan, establishing new subsidiary Higgs Field, authorizing a one-time distribution to stockholders, and approving a $2.0 million share repurchase program. As of March 31, 2026, HeartCore had 16 Go IPO clients, including six preparing for potential U.S. listings.
HeartCore Enterprises, Inc. updated its bylaws to clarify when parties can recover legal fees in disputes related to the bylaws. The Board amended Section 7.4 so that a prevailing party may recover reasonable attorneys’ fees and costs, but this right now expressly excludes “internal corporate claims” as defined in Section 115 of the Delaware General Corporation Law and any other claim a stockholder brings in its capacity as a stockholder or on behalf of the company. The change is intended to confirm that stockholders are not liable for the company’s or other parties’ legal fees in these internal corporate or stockholder actions, consistent with Section 7.5 of the bylaws and Delaware law.
HeartCore Enterprises, Inc. announced that its Board has authorized a share repurchase program allowing the company to buy back up to $2.0 million of its outstanding common stock. The company expects to fund repurchases from existing cash balances and may execute them through open-market purchases, privately negotiated deals, or Rule 10b5-1 trading plans.
The program has no set termination date, can be modified or suspended at any time, and does not obligate HeartCore to repurchase any specific amount. Management frames the authorization as part of a disciplined capital allocation strategy following recent business restructuring and an improved profitability outlook, noting preliminary estimates that total net assets exceeded market capitalization as of February 24, 2026.
HeartCore Enterprises released preliminary, unaudited results for fiscal 2025, expecting revenue between $8.5 million and $9.5 million and net income between $3.0 million and $4.0 million. This marks a swing from a $5.2 million net loss in the prior year to profitability.
Revenue declined year over year because HeartCore sold its wholly owned subsidiary HeartCore Japan on October 31, 2025, removing about $7.0 million to $8.0 million of its prior revenue from consolidated results. The sale generated an approximately $7.0 million gain and about JPY 1.8 billion in proceeds, which management describes as a key step in its capital strategy.
For 2025, HeartCore expects $7.0 million to $7.5 million of revenue from its software-related business and $1.5 million to $2.0 million from its Go IPO consulting business. The company has engaged a cumulative total of 16 Go IPO clients, with five currently under active engagement, and is repositioning to focus more heavily on financial services–oriented advisory work.
HeartCore Enterprises (HTCR) reported a small Q3 2025 profit but weaker year-to-date results as it prepares for a major business shift. For the quarter ended September 30, 2025, total revenue from continuing operations was $2,990,329, compared with $16,240,865 a year earlier, reflecting much lower consulting revenue. Gross profit was $1,468,409 and income from continuing operations was a modest loss of $137,122, while discontinued operations contributed income of $488,297, leading to net income of $351,175 and $377,850 attributable to common shareholders.
For the nine months ended September 30, 2025, revenue from continuing operations was $7,052,799 versus $21,270,891 in the prior-year period, and the company posted a net loss of $1,724,700 compared with net income of $7,127,810. Cash and cash equivalents were $1,451,019 and total assets $13,337,171, with shareholders’ equity of $3,824,618. During 2025, HeartCore issued 2,000 Series A convertible preferred shares with an aggregate liquidation preference of $2,256,833 and recorded a $245,820 derivative liability.
A key strategic change is the sale of HeartCore Japan. The board approved a plan on July 24, 2025 to sell 100% of HeartCore Japan, which was treated as a discontinued operation, and the transaction closed on October 31, 2025. This divestiture removes a major historical contributor from future results and leaves the company focused on software development and public-listing consulting through its remaining subsidiaries.
HeartCore Enterprises, Inc. (HTCR) filed a current report to announce that it released financial results for the three and nine months ended September 30, 2025. On November 18, 2025, the company issued a press release describing these results, which is attached as Exhibit 99.1 and incorporated by reference. The company clarifies that the press release and the information in Item 2.02 are being furnished, not filed, which limits their treatment under certain liability provisions of the securities laws.
HeartCore Enterprises (HTCR) reported it received an additional 180-day extension from Nasdaq to regain compliance with the $1.00 minimum bid price requirement under Rule 5550(a)(2). The new deadline is May 1, 2026. If the closing bid price is at least $1.00 for a minimum of 10 consecutive business days during this period, the matter will be closed.
If compliance is not demonstrated, Nasdaq may initiate delisting, which the company could appeal to a Hearings Panel. HeartCore is evaluating potential actions, including a reverse stock split, but has made no decisions.