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    Heartcore Enterprises Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

    5/27/25 4:05:30 PM ET
    $HTCR
    EDP Services
    Technology
    Get the next $HTCR alert in real time by email
    false 00000 0001892322 0001892322 2025-05-24 2025-05-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): May 24, 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)

     

    (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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    On May 24, 2025, HeartCore Enterprises, Inc. (the “Company”) received written notice (the “Stockholders’ Equity Notice”) from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $2,500,000 minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b) (the “Minimum Stockholders’ Equity Requirement”) for continued listing on the Nasdaq Capital Market. Additionally, the Nasdaq Staff noted that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations as of May 23, 2025.

     

    Under Nasdaq rules, the Company has 45 calendar days (or until July 8, 2025) to submit a plan to regain compliance. If the plan is accepted, the Nasdaq Staff can grant an extension of up to 180 calendar days from May 24, 2025 (or until November 20, 2025) to evidence compliance. If the Nasdaq Staff does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. 

     

    The notification of noncompliance had no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market under the symbol “HTCR.” There can be no assurance that the Company will be able to regain compliance with the Minimum Stockholders’ Equity Requirement, even if it maintains compliance with the other listing requirements.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    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 hereunto duly authorized.

     

      HEARTCORE ENTERPRISES, INC.
         
    Dated: May 27, 2025 By: /s/ Sumitaka Yamamoto
      Name: Sumitaka Yamamoto
      Title: Chief Executive Officer

     

     

     

    2

     

     

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