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~~March 24, 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~~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~~filing is intended to simultaneously satisfy the ~~ﬁling~~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~~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~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0103. ~~Regulation~~Amendments FDto ~~Disclosure~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~February~~March 24, 2026, ~~HeartCore Enterprises, Inc. (~~the ~~“Company”) issued a press release announcing that the Company’s~~ Board of Directors (the “Board”) ~~has~~of ~~authorized~~HeartCore ~~a share repurchase program~~Enterprises, ~~pursuant~~Inc. ~~to which~~ (the “Company”) ~~may~~adopted ~~repurchase~~an upamendment ~~to $2.0 million of its outstanding shares of common stock. A copy of~~ (the ~~press~~“Amendment”) ~~release is attached as Exhibit 99.1~~ to ~~this~~the ~~Current Report~~Company’s onbylaws ~~Form~~(the ~~8-K~~“Bylaws”).

~~The~~Prior ~~information~~to ~~included~~adoption inof ~~this~~the ~~Item 7.01~~Amendment, ~~including~~the ~~Exhibit~~second ~~99.1,~~sentence ~~shall~~of ~~not~~Section be7.4 ~~deemed~~of tothe beBylaws provided that “~~filed”~~[i]f ~~for~~any ~~purposes~~action ofis ~~Section~~brought by any 18party ofagainst ~~the~~another ~~Securities~~party, ~~Exchange~~relating ~~Act~~to ofor ~~1934,~~arising asout ~~amended~~of ([the] ~~“Exchange Act”)~~Bylaws, or ~~otherwise~~the ~~subject~~enforcement tohereof, the ~~liability~~prevailing ofparty ~~that Section, nor~~ shall ~~such information~~ be ~~deemed~~entitled to ~~incorporated~~recover byfrom ~~reference into any filing under~~ the ~~Securities~~other ~~Act~~party ofreasonable ~~1933,~~attorneys’ ~~as amended~~fees, or ~~the~~costs ~~Exchange~~and ~~Act,~~expenses ~~except~~incurred asin ~~shall~~connection bewith ~~expressly~~the ~~set~~prosecution ~~forth~~or bydefense of ~~specific~~such ~~reference~~action”, inand ~~such~~Section ~~filing~~7.5 ~~The~~of ~~information~~the ~~set~~Bylaws ~~forth~~provided ~~under~~(and ~~this Item~~continues ~~7.01~~to ~~shall~~provide ~~not~~following beadoption ~~deemed~~of anthe ~~admission~~Amendment) asthat to“[a]ll powers, ~~the~~duties ~~materiality~~and ofresponsibilities ~~any~~provided ~~information~~for in ~~this~~[the] ~~Current~~Bylaws, ~~Report~~whether onor ~~Form~~not ~~8-K~~explicitly ~~that~~so isqualified, ~~required to~~are bequalified ~~disclosed~~by ~~solely~~the toprovisions of ~~satisfy~~ the ~~requirements~~[Company’s certificate of ~~Regulation~~incorporation] FDand applicable law.”

~~Item~~The 8Amendment had the effect of amending and restating the second sentence of Section 7.~~01.~~4 ~~Other~~of ~~Events~~the Bylaws to read as follows: “If any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect to “internal corporate claims” as defined in Section 115 of the DGCL or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the Corporation, has brought in an action, suit or proceeding.”

The ~~Board~~Amendment ~~authorized~~was aintended ~~share~~to ~~repurchase~~clarify ~~program~~that, ~~pursuant~~consistent towith ~~which~~Section ~~the~~7.5 ~~Company~~of ~~may~~the ~~repurchase~~Bylaws upand tothe ~~$2.0~~provisions ~~million~~ of ~~its~~the ~~outstanding~~Delaware ~~shares~~General Corporation ofLaw, ~~common~~including ~~stock.~~Section ~~The~~109(b) ~~Board~~thereof, ~~authorized~~ the ~~Company~~Bylaws todo ~~purchase~~not ~~its~~contain ~~common~~any ~~stock~~provision ~~from~~that ~~time~~would toimpose ~~time~~liability on a ~~discretionary~~stockholder ~~basis~~for ~~through~~the ~~open~~attorneys’ ~~market~~fees ~~purchases, privately negotiated transactions~~ or ~~other~~expenses ~~means,~~of ~~including~~the ~~trading~~Company ~~plans~~or ~~intended~~any toother ~~qualify~~party ~~under~~in ~~Rule~~connection ~~10b5-1~~with ~~of the~~an ~~Exchange~~internal ~~Act~~corporate claim, or in ~~accordance~~connection with ~~applicable~~any ~~federal securities laws and~~ other ~~applicable legal requirements. The Company expects~~claim tothat ~~fund~~a ~~these~~stockholder, ~~repurchases~~acting ~~through~~in ~~existing~~its ~~cash~~capacity ~~balances.~~as ~~Decisions~~a ~~regarding~~stockholder ~~the~~or ~~amount~~in ~~and~~ the ~~timing~~right of ~~purchases under~~ the ~~program will be influenced by the~~ Company~~’s cash on hand~~, ~~cash~~has ~~flows~~brought ~~from~~in ~~operations,~~an ~~general market conditions and other factors~~action, ~~and the~~suit ~~program may be modified, suspended~~ or ~~discontinued at any time~~proceeding. ~~The Company is not obligated to acquire any particular amount of its common stock. This program has no set termination date.~~

The foregoing description of the Amendment is subject to, and qualified in its entirety by, the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of the issuer dated February 24, 2026.
3.1		Amendment to Bylaws of the registrant, dated March 24, 2026.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 24, 2026	HEARTCORE ENTERPRISES, INC.
Date: March 27, 2026	HEARTCORE ENTERPRISES, INC.
	By:	/s/ Sumitaka Yamamoto
		Sumitaka Yamamoto
		Chief Executive Officer

Filing Compare · HeartCore Enterprises, Inc.