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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): March 19, 2025
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
8.01. Other Events.
HeartCore
Enterprises, Inc. (the “Company”) announced that its Board of Directors has formed a Compensation Committee and a Nominating
and Corporate Governance Committee. The Compensation Committee is comprised of three independent directors: Ferdinand Groenewald, Heather
Neville (Chair) and Koji Sato. The Nominating and Corporate Governance Committee is comprised of three independent directors: Ferdinand
Groenewald, Heather Neville and Koji Sato (Chair).
In
exchange for their service on the Compensation Committee, the Chair of the Compensation Committee will receive an additional $7,000 annually,
and the other Compensation Committee members will receive an additional $4,000 annually.
In
exchange for their service on the Nominating and Corporate Governance Committee, the Chair of the Nominating and Corporate Governance
Committee will receive an additional $6,000 annually, and the other Nominating and Corporate Governance Committee members will receive
an additional $3,000 annually.
Upon
initially listing with the Nasdaq Capital Market, the Company qualified as a “controlled company” because more than 50% of
the voting power for the election of directors was held by Sumitaka Yamamoto, the Company’s Chairman of the Board, Chief Executive
Officer and President. As a result of certain sales under the Company’s previously announced at-the-market offering, Mr. Yamamoto
no longer holds more than 50% of the voting power for the election of directors and therefore, the Company no longer qualifies as a controlled
company. As a result, the Company is required, subject to phase-in rules, to comply with Nasdaq requirements that:
| ● | a
majority of the Board consist of independent directors as defined by Nasdaq’s applicable
rules and regulations; |
| ● | the
compensation of the Company’s executive officers be determined, or recommended to the
Board of Directors for determination, by independent directors constituting a majority of
the independent directors of the Board in a vote in which only independent directors participate
or by a compensation committee comprised solely of independent directors; and |
| ● | director
nominees be selected, or recommended to the Board of Directors for selection, by independent
directors constituting a majority of the independent directors of the Board in a vote in
which only independent directors participate or by a nomination committee comprised solely
of independent directors. |
The
Company previously availed itself of certain of the controlled company exemptions. More specifically, the Company did not have a compensation
committee or a nominating and corporate governance committee.
We
no longer qualify as a controlled company and accordingly, we have formed a Compensation Committee and a Nominating and Corporate Governance
Committee; however, we currently utilize and presently intend to continue to utilize, the exemption relating to a majority independent
board. Pursuant to Nasdaq’s phase-in rules, we have a period of one year from the date on which we ceased to be a controlled company
to comply with the majority independent board requirement.
Three
of six members of the Company’s Board of Directors are independent directors within the meaning of Nasdaq Capital Market rules:
Ferdinand Groenewald, Heather Neville, and Koji Sato.
Copies
of the Compensation Committee Charter and the Nominating and Corporate Governance Committee Charter are attached as Exhibits 99.1 and
99.2 hereto.
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.
| |
HEARTCORE
ENTERPRISES, INC. |
| |
|
| Dated:
March 19, 2025 |
By: |
/s/
Sumitaka Yamamoto |
| |
Name: |
Sumitaka
Yamamoto |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CHARTER
OF THE COMPENSATION COMMITTEE OF
Heartcore Enterprises, Inc.
Membership
The
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Heartcore Enterprises, Inc.
(the “Company”) shall consist of three (3) or more directors. Each member of the Committee shall be independent in accordance
with the provisions of Rule 10C-1(b)(1) under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules
of the NASDAQ Stock Market or any other securities exchange on which any of the Company’s securities are listed.
The
members of the Committee shall be appointed by the Nominating and Corporate governance Committee of the Board (except for the Committee’s
first three members). The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation
or death. The Board may remove any member from the Committee at any time with or without cause.
Purpose
The
purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the review and determination of executive
compensation.
Duties
and Responsibilities
The
Committee shall have the following authority and responsibilities:
To
review and approve the compensation of the Chief Executive Officer (“CEO”). In evaluating and determining CEO compensation,
the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”)
required by Section 14A of the Exchange Act. The CEO cannot be present during any voting or deliberations by the Committee on his or
her compensation.
To
approve the compensation of all other executive officers. In evaluating and determining executive compensation, the Committee shall consider
the results of the most recent Say on Pay Vote.
To
review, and approve and, when appropriate, recommend to the Board for approval, any employment agreements and any severance arrangements
or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which
includes the ability to adopt, amend and terminate such agreements, arrangements or plans.
To
review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and
discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation
policies and practices that could mitigate any such risk.
To
review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account
the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act,
and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s
proxy statement.
To
review director compensation for service on the Board and Board committees at least once a year and to recommend any changes to the Board.
Structure
and Operations
The
Board shall designate a member of the Committee as the Chairperson. The Committee shall meet at least two (2) times a year at such times
and places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions
and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings
in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board.
The
Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly
without such members present, and in all cases the CEO and any other such officers shall not be present at meetings at which their compensation
or performance is discussed or determined.
The
Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation
of Authority
The
Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such
responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
ADOPTED:
This 15th day of February, 2025.
Exhibit
99.2
CHARTER
OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE OF
Heartcore Enterprises, Inc.
Membership
The
Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Heartcore
Enterprises, Inc. (the “Company”) shall consist of three (3) or more directors. Each member of the Committee shall be independent
in accordance with the provisions of Rule 10C-1(b)(1) under Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and the rules of the NASDAQ Stock Market or any other securities exchange on which any of the Company’s securities are listed.
The
members of the Committee shall be appointed by the Board, based on recommendations from the Nominating and Corporate Governance Committee
of the Board (except for the Committee’s first three members). The members of the Committee shall serve for such term or terms
as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with
or without cause.
Purpose
The
purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the Company’s director nominations
process and procedures, developing and maintaining the Company’s corporate governance policies and any related matters required
by federal securities laws.
Duties
and Responsibilities
The
Committee shall have the following authority and responsibilities:
a. To
determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board
for its approval, criteria to be considered in selecting nominees for director (the “Director Criteria”).
b. To
identify and screen individuals qualified to become members of the Board, consistent with the Director Criteria. The Committee shall
consider any director candidates recommended by the Company’s stockholders pursuant to the procedures described in the Company’s
proxy statement. The Committee shall also consider any nominations of director candidates validly made by stockholders in accordance
with applicable laws, rules and regulations and the provisions of the Company’s charter documents.
c. To
select and approve the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders.
d. To
review the Board’s committee structure and composition and to appoint directors to serve as members of each committee and committee
chairmen.
e. If
a vacancy on the Board and/or any Board committee occurs, to identify and select and approve candidates to fill such vacancy either by
election by stockholders or appointment by the Board.
f. To
develop and recommend to the Board for approval standards for determining whether a director has a relationship with the Company that
would impair its independence.
g. To
review and discuss with management the disclosure regarding the operations of the Committee and director independence, and to recommend
that this disclosure be, included in the Company’s proxy statement or annual report on Form 10-K, as applicable.
h. To
monitor compliance with the Company’s Code of Ethics and Business Conduct (the “Code”), to investigate any alleged
breach or violation of the Code and to enforce the provisions of the Code.
Outside
Advisors
The
Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a director search firm as necessary
to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation,
and oversee the work, of the director search firm. The Committee shall have the authority, in its sole discretion, to retain and obtain
the advice and assistance of outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities
under this Charter. The Committee shall set the compensation, and oversee the work, of its outside counsel and other advisors. The Committee
shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the
payment of compensation to its compensation consultants, outside counsel and any other advisors.
Structure
and Operations
The
Board shall designate a member of the Committee as the Chairperson. The Committee shall meet at least two (2) times a year at such times
and places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions
and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings
in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board.
The
Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation
of Authority
The
Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such
responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole and absolute discretion.
ADOPTED:
This 15th day of February, 2025.
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Grafico Azioni HeartCore Enterprises (NASDAQ:HTCR)
Storico
Da Mar 2025 a Mar 2025
Grafico Azioni HeartCore Enterprises (NASDAQ:HTCR)
Storico
Da Mar 2024 a Mar 2025
