Current Report Filing (8-k)
August 18 2022 - 8:06AM
Edgar (US Regulatory)
0001892322
false
0001892322
2022-08-16
2022-08-16
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): August 16, 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 |
|
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 a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed on May 25, 2022 by HeartCore Enterprises, Inc. (the “Company”)
with the Securities and Exchange Commission (the “SEC”), on May 13, 2022, the Company entered into a Consulting and Services
Agreement (the “Consulting Agreement”) by and between the Company and Syla Technologies Co., Ltd., f/k/a SYLA Holdings Co.
Ltd. (“SYLA”), pursuant to which the Company agreed to provide SYLA certain services.
On
August 17, 2022, the Company and SYLA entered into Amendment No. 1 to the Consulting Agreement (“Amendment No. 1”). In Amendment
No. 1, the parties acknowledged and agreed that pursuant to the terms of the Consulting Agreement, SYLA agreed to pay to the Company,
among other things, a cash “services fee” in the amount of $500,000, to be paid at certain times, including $150,000 on August
13, 2022 (the “Second Payment”). Pursuant to the terms of Amendment No. 1, the parties agreed that in lieu of making the
Second Payment, SYLA would issue to the Company a warrant to acquire 37,500 shares of SYLA’s capital stock (the “New Warrant”).
Upon issuance of the New Warrant, the cash “services fee” will be deemed reduced to $350,000, of which $200,000 was paid
on May 13, 2022, and of which the remaining $150,000 will remain due and payable on November 13, 2022.
On
August 17, 2022, SYLA issued the New Warrant to the Company. Pursuant to the terms of the New 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
New Warrant to purchase 37,500 shares of SYLA’s common stock for an exercise price per share of $0.01, subject to adjustment as
provided in the New Warrant. The number of shares for which the New Warrant will be exercisable will be automatically adjusted on the
IPO Date to be 3% 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 New Warrant contains a 9.99% equity blocker.
The
foregoing description of Amendment No. 1 and the New Warrant is qualified in its entirety by reference to Amendment No. 1 and the New
Warrant, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and which are incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 16, 2022, the Company held its 2022 virtual annual meeting of stockholders (the “Annual Meeting”) to vote on the following
matters:
1.
Election of Directors
Each
of the following seven nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below,
to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and
have qualified.
Nominee | |
For | | |
Against | | |
Abstain | | |
Broker Non-
Votes | |
Sumitaka Yamamoto | |
14,156,896 | | |
18,151 | | |
4,161 | | |
1,525,054 | |
Kimio Hosaka | |
14,157,096 | | |
18,151 | | |
3,961 | | |
1,525,054 | |
Ferdinand Groenewald | |
14,159,936 | | |
15,111 | | |
4,161 | | |
1,525,054 | |
Yoshitomo Yamano | |
14,159,936 | | |
15,111 | | |
4,161 | | |
1,525,054 | |
Yuki Tan | |
14,160,136 | | |
15,111 | | |
3,961 | | |
1,525,054 | |
Takeshi Omoto | |
14,159,917 | | |
15,111 | | |
4,180 | | |
1,525,054 | |
Yuta Katai | |
14,159,931 | | |
15,116 | | |
4,161 | | |
1,525,054 | |
2.
Non-binding Advisory Vote on Executive Compensation
Stockholders
voted to approve the following resolution, in accordance with the voting results listed below: “RESOLVED, that the stockholders
of HeartCore Enterprises, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in
the proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Executive Compensation Summary section, compensation tables and narrative discussion, and other related disclosure.”
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
14,154,836 | | |
| 23,246 | | |
| 1,126 | | |
| 1,525,054 | |
3.
Non-binding Advisory Vote on Frequency of Executive Compensation Advisory Vote
Stockholders
voted, on a non-binding, advisory basis, for every three years as the frequency for the Company’s executive compensation advisory
vote, in accordance with the voting results listed below.
One Year | | |
Two Years | | |
Three Years | | |
Abstain | |
31,694 | | |
| 1,639 | | |
| 14,145,549 | | |
| 326 | |
4.
Ratification of the Company’s Independent Auditors
Stockholders
ratified the appointment of MaloneBailey, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2022,
in accordance with the voting results listed below.
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
15,698,723 | | |
| 241 | | |
| 5,298 | | |
| — | |
Item
9.01. Financial Statements 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:
August 18, 2022 |
By: |
/s/
Sumitaka Yamamoto |
|
Name: |
Sumitaka
Yamamoto |
|
Title: |
Chief
Executive Officer |
HeartCore Enterprises (NASDAQ:HTCR)
Historical Stock Chart
From Aug 2024 to Sep 2024
HeartCore Enterprises (NASDAQ:HTCR)
Historical Stock Chart
From Sep 2023 to Sep 2024