HeartCore Enterprises, Inc. 8-K

What Happened
HeartCore Enterprises, Inc. announced it entered into and closed a Stock and Debt Purchase Agreement with Semaphore Technologies, Inc. on June 22, 2026 (8‑K filed June 25, 2026) under which HeartCore sold its entire 51% ownership of Sigmaways, Inc. (229,500 shares) and assigned Sigmaways‑owed intercompany debt of $2.19 million. The total purchase price is up to $650,000, reflecting disputes/uncertainty about the assets’ value and collectability.

Key Details

• Sale closed June 22, 2026; 8‑K and a press release were furnished on June 25, 2026.
• Sigmaways Shares: 229,500 shares (51% ownership).
• Sigmaways Debt assigned: $2.19 million in promissory notes owed to HeartCore.
• Consideration: $1,000 cash at closing + an earn‑out up to $649,000 payable within 10 days after the 12‑month post‑closing period, equal to 10% of Sigmaways’ Gross Revenue above $5,500,000.
• Additional consideration: HeartCore transferred a SAFE note (original purchase amount $350,000) issued by Heart‑Tech Health to Semaphore as part of a mutual release of claims.
• Post‑closing: HeartCore has no further operational involvement or obligations with respect to Sigmaways. Agreement limits liability to amounts actually paid (except for fraud).

Why It Matters
This transaction removes HeartCore’s majority ownership and related $2.19M receivables from its balance sheet and replaces them with minimal upfront cash and a mostly contingent earn‑out tied to Sigmaways’ revenue performance. Investors should note the low immediate cash proceeds and that the bulk of potential payment depends on Sigmaways exceeding $5.5M in gross revenue over the 12 months after closing. The assignment of the $350,000 SAFE as part of a mutual release also transfers a previously held potential asset to the buyer.