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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): August 14, 2023
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
2.02. Results of Operations and Financial Condition.
On
August 14, 2023, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing its financial results for
the three and six months ended June 30, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
The
information included in this Item 2.02, 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 (the
“Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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:
August 14, 2023 |
By: |
/s/
Sumitaka Yamamoto |
|
Name: |
Sumitaka
Yamamoto |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
HeartCore Reports Second Quarter 2023 Financial
Results
NEW YORK and TOKYO, August 14, 2023 (GLOBE NEWSWIRE) — HeartCore
Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or “the Company”), a leading software development company offering
Customer Experience Management Platform (“CXM Platform”) and Digital Transformation (“DX”), reported financial
results for the second quarter ended June 30, 2023.
Second Quarter 2023 and Recent Operational Highlights
● |
Partnered
with INTRIX, Inc. to license HeartCore’s Content Management System (CMS). |
● |
Executed
a deal with Honda Trading Corporation for HeartCore’s task mining software solution, CONTROLIO, a web-based cloud system for
employee monitoring and productivity enhancement. |
● |
Presented
virtually and held one-on-one meetings at the Sidoti & Co.’s June Virtual Small-Cap Conference. |
● |
Hosted a
U.S. Exchange Listing seminar in Tokyo, Japan on June 9, 2023 to a myriad
of Japanese companies on the realities of going public on U.S. Exchanges in addition to an overview of
its very successful Go IPO consulting service. |
● |
Partnered
with Toppan Inc. to strengthen and expand Toppan’s digital marketing business utilizing HeartCore’s Contents Management
System, in addition to both companies collaborating on joint business ventures. |
● |
Signed tenth
Go IPO consulting service agreement with rYojbaba Inc. |
● |
Second quarter
revenue grew 91% compared to same period 2022. |
● |
Year-to-Date
revenue grew 180% compared to same period 2022. |
● |
Q2 2023 EPS
loss of $0.04 was primarily due to lower consulting services revenue as none of HeartCore’s clients’ pending IPOs were
completed in the second quarter. |
● |
YTD 2023
Company remained profitable and expects significant growth in second half 2022. |
Management Commentary
“This past quarter reflected a period of growth from our enterprise
software division, in addition to a time of important back-end movement within our Go IPO segment as our two-pronged growth strategy continues
to manifest into full effect,” said CEO Sumitaka Yamamoto. “As evidenced by growth of 102% and successfully hitting profitability
within our enterprise software vertical, we continue to garner new customers and capitalize on synergistic opportunities with Sigmaways.
Though we didn’t have any Go IPO clients go public in Q2, we have a significant amount of progress being made behind the scenes
and expect to see a robust second half of the year and beyond. I am very encouraged by the results we’ve generated year to date
and expect an even stronger end to the calendar year.”
Second Quarter 2023 Financial Results
Revenues increased 91% to $5.1 million compared to $2.7 million in the
same period last year. The increase was primarily due to increased revenue from customized software development and services as a result
of Sigmaway and its subsidiaries, and an increase from GO IPO consulting services as the Company obtained more IPO Consulting customers
in 2023.
Gross profit increased 13% to $1.5 million (gross margin of 30%) from $1.3
million (gross margin of 50%) in the same period last year. The increase was primarily from increased maintenance and support services
and customized software development and services, offset by decrease in sales of on-premise software.
Operating expenses remained consistent
at $3.0 million from the same period last year. The increase in general and administrative expenses was offset by decreases in selling
and research and development expenses.
Net loss was $1.0 million or $(0.04) per diluted share, compared to a net
loss of $1.7 million or $(0.09) per diluted share, in the same period last year.
As of June 30, 2023, the Company had cash and cash equivalents of $4.2
million compared to $7.2 million in December 31, 2022.
Six Months 2023 Financial Results
Revenues increased 180% to $13.8 million compared to $4.9 million in the
same period last year. The increase was primarily due to increased revenue from customized software development and services as a result
of Sigmaways and its subsidiaries, and an increase from GO IPO consulting services as the Company obtained more IPO Consulting customers
in 2023 and received warrants from its customers.
Gross profit increased 180% to $7.1 million (gross margin of 52%) from
$2.6 million (gross margin of 52%) in the same period last year. The increase was primarily due to an increase from GO IPO consulting
services and customized software development and services.
Operating expenses increased to $6.3 million from $5.8 million in the same
period last year. The increase was primarily due to increases in selling and general and administrative expenses, offset by a decrease
in research and development expenses.
Net income was about $785,000 or $0.05 per diluted share compared to a
net loss of $3.3 million or $(0.18) per diluted share, in the same period last year.
About HeartCore Enterprises, Inc.
Headquartered in Tokyo, Japan, HeartCore
Enterprises is a leading software development company offering 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. Furthermore, HeartCore offers “Go
IPO,” a consulting service where it assists private companies with uplisting onto the Nasdaq Stock Market. Additional information
about the Company’s products and services is available at and 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 “believe,” “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
HEARTCORE
ENTERPRISES, INC.
Unaudited
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
| |
For
the six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Revenues | |
$ | 13,829,523 | | |
$ | 4,946,298 | |
Cost of revenues | |
| 6,688,004 | | |
| 2,392,652 | |
Gross profit | |
| 7,141,519 | | |
| 2,553,646 | |
| |
| | | |
| | |
Operating
expenses: | |
| | | |
| | |
Selling
expenses | |
| 1,056,704 | | |
| 934,754 | |
General
and administrative expenses | |
| 5,133,094 | | |
| 4,319,248 | |
Research
and development expenses | |
| 119,232 | | |
| 525,487 | |
Total
operating expenses | |
| 6,309,030 | | |
| 5,779,489 | |
| |
| | | |
| | |
Income
(loss) from operations | |
| 832,489 | | |
| (3,225,843 | ) |
| |
| | | |
| | |
Other income
(expenses): | |
| | | |
| | |
Changes
in fair value of investments in marketable securities | |
| (229,022 | ) | |
| - | |
Changes
in fair value of investments in warrants | |
| 166,107 | | |
| - | |
Interest
income | |
| 50,270 | | |
| 10,549 | |
Interest
expenses | |
| (82,454 | ) | |
| (28,861 | ) |
Other
income | |
| 124,001 | | |
| 25,450 | |
Other
expenses | |
| (36,754 | ) | |
| (55,224 | ) |
Total
other expenses | |
| (7,852 | ) | |
| (48,086 | ) |
| |
| | | |
| | |
Income
(loss) before income tax provision | |
| 824,637 | | |
| (3,273,929 | ) |
| |
| | | |
| | |
Income
tax expense (benefit) | |
| 39,446 | | |
| 8,163 | |
| |
| | | |
| | |
Net income
(loss) | |
| 785,191 | | |
| (3,282,092 | ) |
Less:
net loss attributable to non-controlling interest | |
| (185,298 | ) | |
| - | |
Net
income (loss) attributable to HeartCore Enterprises, Inc. | |
$ | 970,489 | | |
$ | (3,282,092 | ) |
| |
| | | |
| | |
Other comprehensive
income: | |
| | | |
| | |
Foreign
currency translation adjustment | |
| 5,499 | | |
| 299,413 | |
| |
| | | |
| | |
Total comprehensive
income (loss) | |
| 790,690 | | |
| (2,982,679 | ) |
Less:
comprehensive loss attributable to non-controlling interest | |
| (187,258 | ) | |
| - | |
Comprehensive
income (loss) attributable to HeartCore Enterprises, Inc. | |
$ | 977,948 | | |
$ | (2,982,679 | ) |
| |
| | | |
| | |
Net income
(loss) per common share attributable to HeartCore Enterprises, Inc. | |
| | | |
| | |
Basic | |
$ | 0.05 | | |
$ | (0.18 | ) |
Diluted | |
$ | 0.05 | | |
$ | (0.18 | ) |
| |
| | | |
| | |
Weighted average common shares
outstanding | |
| | | |
| | |
Basic | |
| 19,959,333 | | |
| 18,105,698 | |
Diluted | |
| 19,959,333 | | |
| 18,105,698 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
HEARTCORE ENTERPRISES, INC.
Condenssed Consolidated Balance Sheets
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
| (Unaudited) | | |
| | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 4,238,741 | | |
$ | 7,177,326 | |
Accounts receivable | |
| 2,812,337 | | |
| 551,064 | |
Investments in marketable securities | |
| 1,028,846 | | |
| — | |
Prepaid expenses | |
| 878,539 | | |
| 538,230 | |
Note receivable | |
| 300,000 | | |
| — | |
Due from related party | |
| 43,782 | | |
| 48,447 | |
Other current assets | |
| 79,339 | | |
| 220,070 | |
Total current assets | |
| 9,381,584 | | |
| 8,535,137 | |
| |
| | | |
| | |
Non-current assets: | |
| | | |
| | |
Property and equipment, net | |
| 331,389 | | |
| 203,627 | |
Operating lease right-of-use assets | |
| 2,275,506 | | |
| 2,644,957 | |
Intangible asset, net | |
| 4,834,375 | | |
| — | |
Goodwill | |
| 3,276,441 | | |
| — | |
Long-term investment in warrants | |
| 2,917,574 | | |
| — | |
Deferred tax assets | |
| 238,783 | | |
| 263,339 | |
Security deposits | |
| 339,052 | | |
| 244,395 | |
Long-term loan receivable from related party | |
| 200,849 | | |
| 246,472 | |
Other non-current assets | |
| 69 | | |
| 661 | |
Total non-current assets | |
| 14,414,038 | | |
| 3,603,451 | |
| |
| | | |
| | |
Total assets | |
$ | 23,795,622 | | |
$ | 12,138,588 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 1,194,222 | | |
$ | 497,742 | |
Accrued payroll and other employee costs | |
| 561,698 | | |
| 360,222 | |
Due to related party | |
| 4,250 | | |
| 402 | |
Current portion of long-term debts | |
| 548,297 | | |
| 697,877 | |
Insurance premium financing | |
| 239,785 | | |
| — | |
Factoring liability | |
| 328,967 | | |
| — | |
Operating lease liabilities, current | |
| 262,063 | | |
| 291,863 | |
Finance lease liabilities, current | |
| 7,386 | | |
| 19,294 | |
Income tax payables | |
| 109,625 | | |
| 2,747 | |
Deferred revenue | |
| 2,375,063 | | |
| 1,724,519 | |
Other current liabilities | |
| 262,267 | | |
| 53,027 | |
Total current liabilities | |
| 5,893,623 | | |
| 3,647,693 | |
| |
| | | |
| | |
Non-current liabilities: | |
| | | |
| | |
Long term debts | |
| 1,324,383 | | |
| 1,123,735 | |
Operating lease liabilities, non-current | |
| 2,066,343 | | |
| 2,421,054 | |
Finance lease liabilities, non-current | |
| — | | |
| 459 | |
Deferred tax liabilities | |
| 1,353,625 | | |
| — | |
Other non-current liabilities | |
| 124,936 | | |
| 138,018 | |
Total non-current liabilities | |
| 4,869,287 | | |
| 3,683,266 | |
| |
| | | |
| | |
Total liabilities | |
| 10,762,910 | | |
| 7,330,959 | |
| |
| | | |
| | |
Shareholders' equity: | |
| | | |
| | |
Preferred shares ($0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively) | |
| — | | |
| — | |
Common shares ($0.0001 par value, 200,000,000 shares authorized; 20,842,690 and 17,649,886 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively) | |
| 2,083 | | |
| 1,764 | |
Additional paid-in capital | |
| 19,258,681 | | |
| 15,014,607 | |
Accumulated deficit | |
| (9,603,090 | ) | |
| (10,573,579 | ) |
Accumulated other comprehensive income | |
| 372,296 | | |
| 364,837 | |
Total HeartCore Enterprises, Inc. shareholders' equity | |
| 10,029,970 | | |
| 4,807,629 | |
Non-controlling interest | |
| 3,002,742 | | |
| — | |
Total shareholders' equity | |
| 13,032,712 | | |
| 4,807,629 | |
| |
| | | |
| | |
Total liabilities and shareholders' equity | |
$ | 23,795,622 | | |
$ | 12,138,588 | |
HEARTCORE
ENTERPRISES, INC.
Unaudited
Condensed Consolidated Statements of Cash Flows
| |
For
the six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Cash flows
from operating activities | |
| | | |
| | |
Net income (loss) | |
$ | 785,191 | | |
$ | (3,282,092 | ) |
Adjustments
to reconcile net income (loss) to net cash | |
| | | |
| | |
used in
operating activities: | |
| | | |
| | |
Depreciation
and amortization expenses | |
| 306,097 | | |
| 46,688 | |
Amortization
of debt issuance costs | |
| 1,316 | | |
| 2,768 | |
Non-cash
lease expense | |
| 155,301 | | |
| 143,845 | |
Deferred
income taxes | |
| (75,240 | ) | |
| 14,167 | |
Stock-based
compensation | |
| 1,094,393 | | |
| 888,826 | |
Warrants
received as noncash consideration | |
| (4,009,335 | ) | |
| - | |
Changes
in fair value of investments in marketable securities | |
| 229,022 | | |
| - | |
Changes
in fair value of investments in warrants | |
| (166,107 | ) | |
| - | |
Changes
in assets and liabilities: | |
| | | |
| | |
Accounts
receivable | |
| (596,312 | ) | |
| (344,779 | ) |
Prepaid
expenses | |
| 1,245 | | |
| (266,030 | ) |
Other
assets | |
| 23,277 | | |
| (5,516 | ) |
Accounts
payable and accrued expenses | |
| (8,359 | ) | |
| 281,567 | |
Accrued
payroll and other employee costs | |
| 124 | | |
| 175,246 | |
Due to
related party | |
| 4,214 | | |
| 5,448 | |
Operating
lease liabilities | |
| (147,035 | ) | |
| (148,125 | ) |
Finance
lease liabilities | |
| - | | |
| (288 | ) |
Income
tax payables | |
| 106,625 | | |
| (8,756 | ) |
Deferred
revenue | |
| 810,639 | | |
| 596,762 | |
Other
liabilities | |
| 116,382 | | |
| (193,598 | ) |
Net cash
flows used in operating activities | |
| (1,368,562 | ) | |
| (2,093,867 | ) |
| |
| | | |
| | |
Cash flows
from investing activities | |
| | | |
| | |
Purchases of property and
equipment | |
| (180,451 | ) | |
| (30,963 | ) |
Advance on note receivable | |
| (300,000 | ) | |
| - | |
Repayment of loan provided
to related party | |
| 23,715 | | |
| 21,508 | |
Payment
for acquisition of subsidiary, net of cash acquired | |
| (724,910 | ) | |
| - | |
Net cash
flows used in investing activities | |
| (1,181,646 | ) | |
| (9,455 | ) |
| |
| | | |
| | |
Cash flows
from financing activities | |
| | | |
| | |
Proceeds from initial public
offering, net of issuance cost | |
| - | | |
| 13,602,554 | |
Proceeds from issuance of
common shares prior to initial public offering | |
| - | | |
| 220,572 | |
Repurchase of common shares | |
| - | | |
| (1,336,762 | ) |
Payments for finance leases | |
| (11,243 | ) | |
| (24,189 | ) |
Proceeds from long-term debt | |
| - | | |
| 258,087 | |
Repayment of long-term debts | |
| (411,923 | ) | |
| (469,166 | ) |
Repayment of insurance premium
financing | |
| (149,250 | ) | |
| (167,955 | ) |
Net proceeds from factoring
arrangement | |
| 328,967 | | |
| - | |
Payments for debt issuance
costs | |
| (448 | ) | |
| (1,030 | ) |
Payment
for mandatorily redeemable financial interest | |
| - | | |
| (430,489 | ) |
Net cash
flows provided by (used in) financing activities | |
| (243,897 | ) | |
| 11,651,622 | |
| |
| | | |
| | |
Effect of exchange rate changes | |
| (144,480 | ) | |
| (221,960 | ) |
| |
| | | |
| | |
Net change in cash and cash
equivalents | |
| (2,938,585 | ) | |
| 9,326,340 | |
| |
| | | |
| | |
Cash and cash equivalents
- beginning of the period | |
| 7,177,326 | | |
| 3,136,839 | |
| |
| | | |
| | |
Cash
and cash equivalents - end of the period | |
$ | 4,238,741 | | |
$ | 12,463,179 | |
| |
| | | |
| | |
Supplemental
cash flow disclosures: | |
| | | |
| | |
Interest
paid | |
$ | 40,083 | | |
$ | 28,025 | |
Income
taxes paid | |
$ | - | | |
$ | 3,013 | |
| |
| | | |
| | |
Non-cash
investing and financing transactions | |
| | | |
| | |
Payroll
withheld as repayment of loan receivable from employees | |
$ | - | | |
$ | 12,034 | |
Share
repurchase liability settled by issuance of common shares | |
$ | - | | |
$ | 16 | |
Deferred
offering costs recognized against the proceeds from the offering | |
$ | - | | |
$ | 178,847 | |
Insurance
premium financing | |
$ | 389,035 | | |
$ | 388,538 | |
Liabilities
assumed in connection with purchase of property and equipment | |
$ | 2,199 | | |
$ | 9,676 | |
Common
shares issued for acquisition of subsidiary | |
$ | 3,150,000 | | |
$ | - | |
Investments
in warrants converted to marketable securities | |
$ | 1,257,868 | | |
$ | - | |
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