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): September 25, 2024

HEARTCORE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

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.

Securities registered pursuant to Section 12(b) of the Act:

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 September 25, 2024, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that its Go IPO client, SBC Medical Group Holdings Inc. (“SBC”), has successfully commenced trading under the symbol “SBC” on the Nasdaq Global Market exchange.

The Company was initially compensated through an aggregate $900,000 in initial fees and warrants to acquire 2.7% of SBC’s common stock, on a fully diluted basis, which equate to $17 million; in total, the Company generated $17.9 million in revenue from the SBC deal, with $17 million to be recognized in the third quarter of 2024.

Of the $17.9 million, the Company sold $9 million worth of warrants to a Japanese financial institution during the first quarter of 2024. The Company generated $5.64 million in net sales after paying a referral fee of $3.36 million to So Management Inc. for sourcing the lead. With SBC now publicly traded, the Company holds in total $8 million worth of SBC stock.

Additionally, in its press release, the Company provided the following guidance range for the third quarter of 2024:

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 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.