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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):
May 13, 2022
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 |
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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
1.01. Entry into Material Definitive Agreement.
On
May 13, 2022 (the “Effective Date”), HeartCore Enterprises, Inc.
(the “Company”) entered into a Consulting and Services Agreement
(the “Consulting Agreement”) by and between the Company and SYLA
Holdings Co. Ltd., a Japanese corporation (“SYLA”). Pursuant to the
terms of the Consulting Agreement, the Company agreed to provide
SYLA certain services, including the following (collectively, the
“Services”):
|
|
(i) |
Assistance
with the selection and negotiation of terms for a law firm,
underwriter and auditing firm for SYLA; |
| |
(ii) |
Assisting
in the preparation of documentation for internal controls required
for an initial public offering by SYLA; |
| |
(iii) |
Providing
support services to remove problematic accounting accounts upon
listing; |
| |
(iv) |
Translation
of requested documents into English; |
| |
(v) |
Attend
and, if requested by SYLA, lead meetings with SYLA’s management and
employees; |
| |
(vi) |
Provide
SYLA with support services related to SYLA’s NASDAQ
listing; |
| |
(vii) |
Conversion
of accounting data from Japanese standards to U.S.
GAAP; |
| |
(viii) |
Services
to remove problematic accounting accounts upon listing; |
| |
(ix) |
Support
for the SYLA’s negotiations with the audit firm; |
| |
(x) |
Assist
in the preparation of S-1 or F-1 filings; and |
| |
(xi) |
Preparing
an investor presentation/deck and executive summary of SYLA’s
business and operations. |
In
providing the Services, the Company will not perform accounting
services, and will not act as an investment advisor or
broker/dealer. Pursuant to the terms of the Consulting Agreement,
the parties agreed that the Company will not provide the following
services, among others: negotiation of the sale of SYLA’s
securities; participation in discussions between SYLA and potential
investors; assisting in structuring any transactions involving the
sale of SYLA’s securities; pre-screening of potential investors;
due diligence activities; nor providing advice relating to
valuation of or financial advisability of any investments in
SYLA.
Pursuant
to the terms of the Consulting Agreement, SYLA agreed to compensate
the Company as follows in return for the provision of Services
during the six-month term (the “Term”):
|
|
(a) |
$500,000,
to be paid as follows: (i) $200,000 on the Effective Date; (ii)
$150,000 on the three-month anniversary of the Effective Date; and
(iii) $150,000 on the six-month anniversary of the Effective Date;
and |
| |
|
|
| |
(b) |
Issuance
by SYLA to the Company of a warrant (the “Warrant”), deemed fully
earned and vested as of the Effective Date, to acquire a number of
shares of capital stock of SYLA, to initially be equal to 2% of the
fully diluted share capital of SYLA as of the Effective Date,
subject to adjustment as set forth in the Warrant. |
For
any services performed by the Company beyond the Term, SYLA will
compensate the Company for Services at the rate of $150 per hour,
based on the hours spent by personnel of the Company.
The
Consulting Agreement’s Term of six-months shall expire unless
renewed upon mutual written agreement of the parties.
As
provided in the Consulting Agreement, on the Effective Date, SYLA
issued the Warrant to the Company. Pursuant to the terms of the
Warrant, the Company may, at any time on or after the date (the
“IPO Date”) that SYLA completes its first initial public offering
of stock in the United States resulting in any class of SYLA’s
stock being listed for trading on any tier of the Nasdaq Stock
Market, the New York Stock Exchange or the NYSE American (the
“IPO”) and on or prior to the close of business on the tenth
anniversary of the IPO Date, exercise the Warrant to purchase 2% of
the fully diluted share capital of SYLA as of the Effective Date
for an exercise price per share of $0.01, subject to adjustment as
provided in the Warrant. The number of shares for which the Warrant
will be exercisable will be automatically adjusted on the IPO Date
to be 2% of the fully diluted number and class of shares of capital
stock of SYLA as of the IPO Date that are listed for trading. The
Warrant contains a 9.99% equity blocker.
The
foregoing description of the Consulting Agreement and the Warrant
is qualified in its entirety by reference to the Consulting
Agreement and the Warrant, copies of which are filed as Exhibits
10.1 and 10.2 hereto, respectively, and which are incorporated
herein by reference.
Item
7.01. Regulation FD.
On
May 25, 2022, the Company issued a press release announcing its
engagement of SYLA for Go IPO, the Company’s latest consulting
service offering for Japanese companies interested in listing on
the Nasdaq Stock Market (“Nasdaq”). Through the recent engagement
with this private company, the Company expects to generate an
aggregate of $500,000 in intial fee sales. In addition, the Company
has received warrants to acquire 2% of SYLA’s common stock, on a
fully diluted basis.
The
Company cannot guarantee that a company will successfully close an
initial public offering, that it will meet Nasdaq listing
standards, and/or that a Nasdaq listing application, if submitted,
will be approved. The Company will not perform accounting services,
and will not act as an investment advisor or broker/dealer. The
Company will not provide the following services, among others:
negotiation of the sale of a company’s securities; participation in
discussions between a company and potential investors; assisting in
structuring any transactions involving the sale of a company’s
securities; pre-screening of potential investors; due diligence
activities; and/or providing advice relating to valuation of or
financial advisability of any investments in a company.
The
information included in this Item 7.01, including Exhibit 99.1,
shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in
such a filing. The information set forth under this Item 7.01 shall
not be deemed an admission as to the materiality of any information
in this Current Report on Form 8-K that is required to be disclosed
solely to satisfy the requirements of Regulation FD.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
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 25, 2022 |
By: |
/s/
Sumitaka Yamamoto |
| |
Name: |
Sumitaka
Yamamoto |
| |
Title: |
Chief
Executive Officer |
HeartCore Enterprises (NASDAQ:HTCR)
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