HTCR

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

HeartCore Reports First Quarter 2026 Financial Results

NEW YORK and TOKYO, May 15, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, reported financial results for the first quarter ended March 31, 2026.

Recent Operational Highlights

●As of March 31, 2026, HeartCore was engaged with 16 Go IPO clients, including 6 clients currently in various stages of preparation for potential public registrations and U.S. exchange listings

●Regained Nasdaq $1.00 minimum bid price requirement

●Authorized $2.0 million share repurchase program

Management Commentary

HeartCore CEO Sumitaka Kanno commented: “During the first quarter of 2026, HeartCore continued to advance its strategic focus on financial services and capital markets-related services, with Go IPO remaining the key contributor for coming quarters. While the Nasdaq listing environment has become selective and increasingly focused on compliance, we continue to see interest from Japanese and other Asia-based companies seeking access to the U.S. capital markets. In light of these current market conditions, we are focused on expanding the number of engagements and enhancing the overall quality of our pipeline by prioritizing clients that we believe demonstrate stronger listing readiness and long-term financing potential.

“Through our subsidiary Higgs Field Co., Ltd., we are also taking steps to support potential expansion into additional financial services and sectors, including digital securities and capital markets advisory services. During the first quarter, we added experienced financial industry personnel and further developed our organizational structure as we prepare to seek a Type I Financial Instruments business license in Japan. We are also working with external professionals and industry organizations to further strengthen our internal management and compliance framework.

“Looking ahead, we remain focused on broadening our Go IPO client base that aligns with Nasdaq’s tightened requirements and diversifying our revenue base as we further develop and advance our financial services business.”

First Quarter 2026 Financial Results

Revenues were $1.2 million compared to $2.1 million in the same period last year. The decrease was primarily due to a decline in customized software development and services revenue as a result of intense competition in the U.S. software market.

Gross profit was $74,000 compared to $0.5 million in the same period last year. The decrease was primarily due to lower gross profit from Go IPO consulting services resulting from increased outsourcing fees and additional resources invested to enhance customer experience, as well as lower gross profit from customized software development and services due to decreased revenues and higher subcontracting costs for outsourced software engineers amid rising salary levels in the software market.

Operating expenses decreased to $1.6 million compared to $1.7 million in the same period last year. The decrease was primarily due to a decrease in selling expenses.

Net loss was $2.0 million compared to a loss of $3.1 million in the same period last year. The improvement was primarily due to a reduction in the loss on the fair value of investments in marketable securities.

Adjusted EBITDA was a loss of $1.6 million compared to a loss of $1.3 million in the same period last year.

As of March 31, 2026, the Company had cash and cash equivalents of $0.8 million.

About HeartCore Enterprises, Inc.

HeartCore Enterprises, Inc. is headquartered in Tokyo, Japan, and is a leading consulting services company providing U.S. market listing support and related advisory services primarily to Japanese corporate clients. For more information, please visit https://heartcore-enterprises.com/.

Non-GAAP

Financial Measures

This document includes references to adjusted EBITDA, which is a non-GAAP financial measure. For the purposes of this presentation, adjusted EBITDA is calculated by adjusting net loss to exclude depreciation and amortization, changes in fair value of investments in marketable securities, changes in fair value of investment in warrants, interest income, and interest expenses.

This measure is presented as supplemental information and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

Management believes that adjusted EBITDA provides useful information to investors by highlighting the Company’s core operational performance, excluding non-cash and non-recurring items. However, non-GAAP financial measures have limitations and should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

For the three months ended March 31,

Item 2026 2025

Net loss ($2.0) mi

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

HeartCore Reports Full Year 2025 Results

NEW YORK and TOKYO, March 31, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, reported financial results for the full year ended December 31, 2025.

Recent Operational Highlights

●As of March 31, 2026, HeartCore was engaged with 16 Go IPO clients, including 6 clients currently in various stages of preparation for potential public registrations and U.S. exchange listings.

●Authorized one-time distribution payment to stockholders.

●Authorized $2.0 million share repurchase program.

●Divested software business subsidiary, HeartCore Co., Ltd (“HeartCore Japan”).

●Established Higgs Field Co., Ltd. (“Higgs Field”) on October 31, 2025, as a new subsidiary in Japan to support the Company’s strategic transition toward financial services.

Management Commentary

HeartCore CEO Sumitaka Kanno commented:”Over the past year, we executed a strategic transformation of our business, including the divestiture of our software business subsidiary, HeartCore Japan, and a shift toward financial services and capital markets-related activities. We have also made progress in our Go IPO business, with an expanding client base and multiple engagements advancing through various stages of the registration and listing process. In addition, we established Higgs Field in the fourth quarter of 2025 to serve as our new operating platform in Japan. Going forward, we will continue to strengthen our focus on financial services and aim to drive sustainable growth and long-term stockholder value.”

Full Year 2025 Financial Results

Revenues were $9.0 million, compared to $22.7 million in the same period last year. The decrease was primarily due to receipt of $13 million in warrant revenue from one large Go IPO deal in the prior period, and no comparable revenue in the current period.

Gross profit was $3.2 million, compared to $14.7 million in the same period last year. The decrease was primarily due to the absence of a significant warrant-related revenue contribution from a large Go IPO deal recognized in the prior period.

Operating expenses decreased to $6.3 million, compared to $14.9 million in the same period last year. The decrease was primarily due to the reduction in operating expenses to save cash flows and the absence of impairment charges for intangible assets and goodwill during the current period.

Net income was $5.5 million, compared to a net loss of $5.2 million in the same period last year. The increase was primarily due to the gain on the sale of HeartCore Japan.

Adjusted EBITDA was $6.5 million, compared to $7.3 million in the same period last year.

As of December 31, 2025, the Company had cash and cash equivalents of $2.0 million.

About HeartCore Enterprises, Inc.

HeartCore Enterprises, Inc. is headquartered in Tokyo, Japan, and is a leading consulting services company providing U.S. market listing support and related advisory services primarily to Japanese corporate clients. For more information, please visit https://heartcore-enterprises.com/.

Non-GAAP

Financial Measures

This document includes references to adjusted EBITDA, which is a non-GAAP financial measure. For the purposes of this presentation, adjusted EBITDA is calculated by adjusting net loss to exclude depreciation and amortization, changes in fair value of investments in marketable securities, changes in fair value of investment in warrants, interest income, and interest expenses.

This measure is presented as supplemental information and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

Management believes that adjusted EBITDA provides useful information to investors by highlighting the Company’s core operational performance, excluding non-cash and non-recurring items. However, non-GAAP financial measures have limitations and should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

Item

FY25

FY24

Net income (loss) $5.5 million $(5.2) million

(+) Depreciation $0.0 million $0.1 million

(+) Impairment loss on goodwill $0.0 million $3.3 million

(+) Impairment loss on intangible assets $0.0 million $3.9 million

(+) Changes in fair value of investments in marketable securities $1.5 million $2.4 million

(+) Changes in fair value of investment in warrants $(0.6) million $(1.7) million

(+) Loss on sale of warrants $0.0 million $4.0 million

(+) Impairment of investment in equity securities $0.0 million $0.3 million

(+) Changes in fair value of derivative liability $(0.1) million $0.0 million

(+) Loss on forgiveness of note receivable $0.1 million $0.1 million

(+) Interest income $(0.0) million $(0.0) million

(+) Interest expenses $0.1 million $0.1 million

Adjus

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2026-02-11 2026-02-11

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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) February 11, 2026

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)

(IRS

Employer

Identification No.)

14F, Shibuya Sakura Stage Central Building,

1-2 Sakuragaoka-cho, Shibuya-ku, Tokyo, Japan

150-0031

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code +81-3-6899-7114

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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 February 11, 2026, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial results for the year ended December 31, 2025. 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 Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release of the issuer dated February 11, 2026.

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

Date: February 11, 2026

HEARTCORE

ENTERPRISES, INC.

By: /s/ Sumitaka Yamamoto

Sumitaka Yamamoto

Chief Executive Officer