Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) None.
(b) There have been no material changes to the
procedures by which security holders may recommend nominees to our Board of Directors since we last provided disclosure in response to
the requirements of Item 407(c)(3) of Regulation S-K.
(c) During the quarter ended June 30, 2025, no
director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities
of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.
16
ITEM 6. EXHIBITS
Exhibit
Number
Description of Document
3.1
HeartCore Enterprises, Inc. Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
10.1
Consulting and Services Agreement, dated as of May 30, 2025, by and between the registrant and tmsuk Co. Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2025).
10.2
OEM Sales Agreement, dated as of June 23, 2025, by and between HeartCore Co., Ltd. and Silver Egg Technology CO., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2025).
10.3
Equity
Purchase Agreement, dated June 30, 2025, by and between HeartCore Enterprises Inc. and Crom Structured Opportunities Fund I, LP
(incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed on July 7,
2025).
10.4
Registration Rights Agreement for Advance Shares, dated June 30, 2025, by and between HeartCore Enterprises Inc. and Crom Structured Opportunities Fund I, LP (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
10.5
Securities Purchase Agreement, dated June 30, 2025, by and between HeartCore Enterprises Inc. and Crom Structured Opportunities Fund I, LP (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
10.6
Registration Rights Agreement for Conversion Shares, dated June 30, 2025 by and between HeartCore Enterprises Inc. and Crom Structured Opportunities Fund I, LP (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
31.1*
Rule 13a-14(a) Certification of Principal Executive Officer.
31.2*
Rule 13a-14(a) Certification of Principal Financial Officer.
32.1**
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer.
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
Furnished herewith.
17
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
HEARTCORE ENTERPRISES, INC.
Dated: August 13, 2025
By:
/s/ Sumitaka Yamamoto
Sumitaka Yamamoto
Chief Executive Officer and President (principal executive officer)
Dated: August 13, 2025
By:
/s/ Qizhi Gao
Qizhi Gao
Chief Financial Officer (principal financial officer and principal accounting officer)
18
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.