エドガーで原本を確認する
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) April 1, 2024
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.) |
|
1-2-33, Higashigotanda, Shinagawa, Tokyo, Japan |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code +81-3-6409-6966
(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 April 1, 2024, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that, the Company and its Board of Directors has deemed it in the best interest of the Company and stockholders to declare and authorize a dividend on the common stock. The record date for holders of the Common Stock to participate in the dividend is April 26, 2024, and the payment date will be May 3, 2024. The Company also announced that it may issue quarterly dividends going forward, contingent upon the financial results. The four potential annual dividends may be equal to or greater than the current dividend.
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 8.01 Other Events.
On April 1, 2024, the Board of Directors of the Company declared a quarterly cash dividend on its outstanding shares of common stock of $0.02 per share. The dividend will be payable to shareholders of record as of April 26, 2024 and is expected to be paid on May 3, 2024.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 99.1 | Press release issued by the registrant on April 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 thereunto duly authorized.
| Date: April 1, 2024 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamimoto | ||
| Chief Executive Officer | ||
|
|
Exhibit 99.1
HeartCore to Authorize a Dividend Payment
NEW YORK and TOKYO, April 1 2024 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), a leading enterprise software and consulting services company based in Tokyo, announced that it has authorized a dividend payment in the amount of $0.02 per share of Common Stock, resulting in an aggregate $417,283 in total dividends to be paid by the Company.
After evaluating the Company’s balance sheet and financial profile, HeartCore and its Board of Directors deemed it was in the best interest of the Company and stockholders to declare and authorize a dividend on the common stock. The record date for holders of the Common Stock to participate in the dividend is April 26, 2024, and the payment date will be May 3, 2024. HeartCore may issue quarterly dividends going forward, contingent upon the financial results. The four potential annual dividends may be equal to or greater than the current dividend.
“I am pleased to announce our inaugural dividend payment, a testament to our strong financial health and cash management throughout the year,” said HeartCore CEO Sumitaka Kanno Yamamoto. “After a thorough assessment of our balance sheet and the recent influx of cash from the sale of a Go IPO client warrant, we felt that rewarding our valued shareholders was appropriate and long overdue. We are confident in the current Go IPO pipeline that has become a revenue-generating catalyst for the Company, and eagerly anticipate sharing further updates as they unfold. Looking ahead, we anticipate sales and gross profit to reach their highest levels since HeartCore’s inception in the first quarter of 2024. We thank all of our valued shareholders for your continued support, and we’re excited for the growth that lies ahead in 2024.”
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 the 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