What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-03-31 · 24 added, 81 removed, 2 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed the Nasdaq Capital Market and its stock

symbol is “HTCR.” The closing price of our common stock on Nasdaq on March 28, 2025 was $0.8573.

As of December 31, 2024, there were 21,937,987 shares of common stock

issued and outstanding, and we had approximately 32 holders of record of our common stock.

The number of record holders does not include

beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

March 29, 2024, the Board of Directors declared a cash dividend of $0.02 per share of the Company’s common stock.

The dividend was

paid on May 3, 2024 to stockholders of record as of April 26, 2024, resulting in an aggregate of $417,283 in total dividends paid by the

July 22, 2024, the Board of Directors declared a cash dividend of $0.02 per share of the Company’s common stock.

The dividend was

paid on August 26, 2024 to stockholders of record as of August 19, 2024, resulting in an aggregate of $417,283 in total dividends paid

by the Company.

Company may continue to issue quarterly dividends going forward, contingent upon the Board of Directors’ approval, following review

of the Company’s then-current financial results.

Future dividends, if any, may be less than, equal to or greater than recent dividends.

Securities Authorized for Issuance Under

Equity Compensation Plans

Our Board of Directors and

stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) on August 6, 2021.

Under the 2021 Plan, 2,400,000 shares

of common stock are authorized for issuance to employees, directors and independent contractors (except those performing services in connection

with the offer or sale of the Company’s securities in a capital raising transaction or promoting or maintaining a market for the

Company’s securities) of the Company or its subsidiary.

The 2021 Plan authorizes equity-based and cash-based incentives for participants.

As of December 31, 2024, there were 4,330 shares authorized for issuance under the 2021 Plan.

On December 25, 2021, the

Company awarded options to purchase 1,534,500 shares of common stock pursuant to our 2021 Plan at an exercise price of $2.50 per share

to various officers, directors, employees and consultants of the Company.

The options vest on each annual anniversary of the date of issuance,

in an amount equal to 25% of the applicable shares of common stock, subject to the terms and conditions of the 2021 Plan and the option

award agreements pursuant to which the options were awarded.

On February 9, 2022, the Company

entered into executive employment agreements with five executives and granted 85,820 restricted stock units pursuant to the 2021 Plan.

These common stock vest on each annual anniversary of the date of the employment agreement, in an amount equal to 25% of the applicable

shares of common shares.

On August 2, 2022, the Company

awarded options to purchase 2,000 shares of common stock pursuant to our 2021 Plan at an exercise price of $2.94 per share to an employee.

The options vest on each annual anniversary of the date of issuance, in an amount equal to 25% of the applicable shares of common stock,

subject to the terms and conditions of the 2021 Plan and the option award agreements pursuant to which the options were awarded.

February 3, 2023, the Company granted stock options to an employee to purchase 100,000 common shares at an exercise price of $1.17 per

share throughout a period of ten years from the grant date.

The stock options vested 50% on the grant date and February 1, 2024, respectively.

March 22, 2023, the Company granted 671,350 shares of common shares to the employees and service providers of Sigmaways.

On August 1, 2023, the Board

approved, and proposed for stockholder approval, the 2023 Equity Incentive Plan (the “2023 Plan”).

The shareholders approved

the 2023 Plan at the Annual Shareholder’s meeting on September 29, 2023.

The 2023 Plan provides for various stock-based incentive

awards, including incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”), stock appreciation

rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-based or cash-based awards.

As of December 31, 2024, the Company has not granted any stock-based compensation awards to employees, including officers, or non-employee

directors pursuant to the 2023 Plan.

On August 25, 2023, the Company

awarded options to purchase 2,000 shares of common stock pursuant to our 2021 Plan at an exercise price of $1.10 per share to an employee.

The options vest on each annual anniversary of the date of issuance, in an amount equal to 25% of the applicable shares of common stock,

subject to the terms and conditions of the 2021 Plan and the option award agreements pursuant to which the options were awarded.

On October 1, 2024, the Company issued an aggregate 69,653 shares of common stock pursuant to the 2023 Plan.

The common stock was fully

vested upon issuance.

Purchases of Equity Securities by the Issuer

On June 1, 2022, the Board

of Directors approved a share repurchase program (“2022 Share Repurchase Program”),

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock is listed the Nasdaq Capital Market and its stock symbol is “HTCR.” The closing price of our common stock on

Nasdaq on March 27, 2026 was $0.2262.

of December 31, 2025, there were 25,419,807 shares of common stock issued and outstanding, and we had approximately 28 holders of

record of our common stock.

The number of record holders does not include beneficial owners of common stock whose shares are held in

the names of banks, brokers, nominees or other fiduciaries.

Distribution to Stockholders

Company and its Board of Directors deemed it in the best interests of the Company and its stockholders to authorize a one-time payment

to its stockholders in the amount of $0.13 per share of common stock.

federal tax purposes, this payment to stockholders will

be deemed to be a distribution.

The record date for holders of the Company’s common stock to participate in the distribution was

November 10, 2025, and the payment date was November 17, 2025.

of Equity Securities by the Issuer

February 18, 2026, the Board of Directors approved a share repurchase program (“2026 Share Repurchase Program”)

pursuant to which the Company is authorized to repurchase up to $2.0 million of its outstanding common shares.

The timing and amount of

repurchases under the program are determined by the Company’s management based on its evaluation of market conditions and other

The timing and amount

of repurchases under the program are determined by the Company’s management based on its evaluation of market conditions and other

This program has no set termination date and may be suspended or discontinued at any time.

During the period from June

1, 2022 through September 30, 2022, the Company repurchased 1,349,390 shares of common shares at an average price of $2.59 per share totaling

approximately $3.5 million (including commissions) under the 2022 Share Repurchase Program.

As of September 30, 2022, the Company has

used up the entire balance authorized under the 2022 Share Repurchase Program.

On October 18, 2022, the Board

of Directors approved to retire all the repurchased shares.

As of December 31, 2022, all of the 1,349,390 treasury shares have been retired.

Transfer Agent and Registrar

The Company’s transfer

agent is Transhare Corporation.

The transfer agent’s address is Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater,

Florida 33764, and its telephone number is (303) 662-1112.

To date, the Company has not repurchased

any shares pursuant to the 2026 Share Repurchase Program.

Agent and Registrar

Company’s transfer agent is Transhare Corporation.

The transfer agent’s address is Bayside Center 1, 17755 US Highway 19

N, Suite 140, Clearwater, Florida 33764, and its telephone number is (303) 662-1112.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity