HeartCore Files S-1/A for $25M Equity Line, Signals Growth Strategy

TL;DR

**HTCR is tapping an equity line for up to $25M, signaling a potential cash injection but also significant dilution risk for current shareholders.**

AI Summary

HeartCore Enterprises, Inc. (HTCR) filed an S-1/A on August 29, 2025, primarily for the resale of up to 24,024,325 shares of common stock by Crom Structured Opportunities Fund I, LP. This includes 20,833,333 shares from an Equity Purchase Agreement, 485,437 ELOC Commitment Shares, 1,955,555 shares convertible from Series A Preferred Stock, and 750,000 SPA Commitment Shares. The company may receive up to $25,000,000 in gross proceeds from the Equity Purchase Agreement, with net proceeds estimated at approximately $23,000,000 if the stock price remains at $1.25, or $20,240,000 if it declines to $1.10, after deducting an 8% placement agent fee to Moody Capital. HTCR operates in CX and DX software, and its 'GO IPO' business has 16 consulting agreements with fees ranging from $380,000 to $900,000 per company, plus warrants for 1% to 4% of fully-diluted share capital. The closing price of HTCR common stock on August 28, 2025, was $1.25.

Why It Matters

This S-1/A filing is crucial for investors as it outlines a significant financing mechanism, the Equity Purchase Agreement, which could inject up to $25,000,000 into HeartCore Enterprises. While the company isn't selling shares directly in this offering, the potential dilution from the resale of 24,024,325 shares by Crom Structured Opportunities Fund I, LP could impact existing shareholders. The capital infusion supports HTCR's expansion in its CX and DX software divisions, and its 'GO IPO' consulting business, positioning it to compete more effectively in the Japanese and US markets against established tech and financial service providers. Employees and customers could benefit from enhanced product development and service capabilities funded by this capital.

Risk Assessment

Risk Level: high — The risk level is high due to potential significant dilution from the resale of up to 24,024,325 shares by the Selling Stockholder, representing a substantial portion of the company's outstanding common stock. The purchase price for Advance Shares fluctuates with market price, and a decline to $1.10 per share would reduce net proceeds from $23,000,000 to $20,240,000, impacting the company's financial flexibility. Furthermore, the $0.01 per share minimum pricing condition means the company cannot draw on the facility if its trading price falls below this threshold, posing a liquidity risk.

Analyst Insight

Investors should carefully evaluate the potential for dilution from the 24,024,325 shares being registered for resale and monitor the company's stock price relative to the $1.20 and $1.056 discounted purchase prices mentioned. Consider the impact of the $25,000,000 gross proceeds on HeartCore's balance sheet and its ability to fund growth initiatives, while also factoring in the 8% placement agent fee to Moody Capital that reduces net proceeds.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

N/A

Key Numbers

• 24,024,325 — Shares of Common Stock (Total shares registered for resale by the Selling Stockholder)
• $25,000,000 — Maximum Commitment Amount (Aggregate gross purchase price under the Equity Purchase Agreement)
• $1.25 — Closing Price (HTCR common stock on Nasdaq on August 28, 2025)
• $1.20 — Discounted Purchase Price per Share (Assumed if VWAP is $1.25 (96% of VWAP))
• $23,000,000 — Net Proceeds (Estimated if $25M gross proceeds and $1.25 VWAP, after 8% placement agent fee)
• $1.056 — Discounted Purchase Price per Share (Assumed if VWAP declines to $1.10 (96% of VWAP))
• $20,240,000 — Net Proceeds (Estimated if $22M gross proceeds and $1.10 VWAP, after 8% placement agent fee)
• 16 — Consulting Agreements (Number of companies in the 'GO IPO' business)
• $380,000 — Minimum Consulting Fee (Per company in the 'GO IPO' business)
• $900,000 — Maximum Consulting Fee (Per company in the 'GO IPO' business)

Key Players & Entities

• HeartCore Enterprises, Inc. (company) — Registrant and software development company
• Crom Structured Opportunities Fund I, LP (company) — Selling Stockholder and accredited investor
• Sumitaka Yamamoto (person) — Chairman of Board, CEO, President, and significant stockholder of HeartCore Enterprises, Inc.
• Moody Capital (company) — Placement agent for the Equity Purchase Agreement
• Nasdaq Stock Market (regulator) — Listing exchange for HTCR common stock
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• HeartCore Co. Ltd. (company) — Wholly owned subsidiary in Japan
• Sigmaways, Inc. (company) — Acquired software development company in California
• HeartCore Financial, Inc. (company) — U.S. subsidiary for Go IPO consulting business
• HeartCore Luvina Vietnam Company (company) — Subsidiary for software development in Vietnam

FAQ

Risk Factors

• Reliance on Equity Purchase Agreement [high — financial]: The company's ability to raise capital is significantly dependent on the Equity Purchase Agreement with Crom Structured Opportunities Fund I, LP. This agreement allows for the resale of up to 24,024,325 shares, with potential gross proceeds up to $25,000,000. However, the actual proceeds are subject to the stock price, with estimated net proceeds of $23,000,000 at $1.25 and $20,240,000 at $1.10, after an 8% placement agent fee.
• Dependence on 'GO IPO' Business Success [medium — market]: The 'GO IPO' business, which supports Japanese companies listing on US exchanges, is a key growth area. The company has 16 consulting agreements with fees ranging from $380,000 to $900,000 per company, plus warrants for 1% to 4% of fully-diluted share capital. The success of this segment is tied to the IPO market and the ability to secure and complete these agreements.
• Integration of Acquired Businesses [medium — operational]: The company has made strategic acquisitions, including 51% of Sigmaways, Inc. in February 2023. The successful integration and operational synergy of these acquired entities, along with newly formed subsidiaries like HeartCore Financial and HeartCore Luvina Vietnam, are critical for overall business performance.
• Competition in CX and DX Software Markets [medium — market]: HeartCore operates in the competitive Customer Experience Management (CXM) and Digital Transformation (DX) software markets. The CXM platform has been in existence for over 15 years, while the DX division focuses on robotics process automation and process mining. Success depends on differentiating its offerings and adapting to evolving market demands.
• Stock Price Volatility and Dilution [high — financial]: The resale of a significant number of shares (24,024,325) by Crom Structured Opportunities Fund I, LP, could lead to stock price volatility. The terms of the Equity Purchase Agreement, which involve a discounted purchase price based on VWAP (e.g., 96% of VWAP), also introduce potential dilution and impact the effective capital raised.

Industry Context

HeartCore Enterprises operates in the competitive software industry, with distinct focuses on Customer Experience Management (CXM) and Digital Transformation (DX). The CXM market involves a broad range of solutions for marketing, sales, and service, while the DX segment leverages technologies like RPA and process mining to enhance enterprise efficiency. The company also has a niche 'GO IPO' business supporting Japanese companies listing in the US, indicating a strategy to capitalize on cross-border market access.

Regulatory Implications

As a publicly traded company in the US, HeartCore is subject to SEC regulations, including disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. The S-1/A filing itself is a significant regulatory event, detailing the resale of shares and potential capital raising. Compliance with financial reporting standards and corporate governance is crucial.

What Investors Should Do

1. Monitor the execution of the Equity Purchase Agreement with Crom Structured Opportunities Fund I, LP.
2. Evaluate the performance and growth of the 'GO IPO' business segment.
3. Assess the integration and performance of acquired subsidiaries, particularly Sigmaways, Inc.
4. Analyze the competitive landscape in both CXM and DX software markets.

Key Dates

• 2021-05-18: Company Incorporation — Marks the official establishment of HeartCore Enterprises, Inc. in Delaware.
• 2022-09-06: Share Exchange and Purchase Agreement for Sigmaways, Inc. — Initiated the acquisition process for Sigmaways, Inc., expanding the company's US software development presence.
• 2023-02-01: Closing of Sigmaways, Inc. Acquisition — Formalized the acquisition of 51% of Sigmaways, Inc., integrating its software development and sales operations.
• 2023-01-01: Formation of HeartCore Financial, Inc. — Established a US-based entity to support the 'Go IPO' consulting business.
• 2023-10-01: Formation of HeartCore Luvina Vietnam Company — Established a software development subsidiary in Vietnam.
• 2024-04-01: Incorporation of HeartCore Financial, Inc. – Japan Branch Office — Expanded the 'Go IPO' consulting business operations into Japan.
• 2025-06-30: Equity Purchase Agreement with Crom Structured Opportunities Fund I, LP — Secured a potential capital infusion of up to $25,000,000 through the resale of common stock.
• 2025-08-29: Filing of S-1/A Amendment — Registered for resale a significant number of shares by the Selling Stockholder, indicating a potential liquidity event or capital raising activity.

Glossary

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) on Form S-1. It is used by companies going public or making a secondary offering to provide updated or corrected information. (This filing details the resale of shares by a significant stockholder and potential capital raising activities.)

Equity Purchase Agreement

A contract between a company and an investor where the investor agrees to purchase a certain amount of the company's equity, often at a discount to market price, under specified conditions. (This agreement with Crom Structured Opportunities Fund I, LP is a primary mechanism for potential capital infusion for HeartCore.)

CXM Platform

Customer Experience Management Platform. Software solutions designed to manage and improve a company's interactions with its customers across all touchpoints. (This is a core product offering of HeartCore's CX division.)

DX Division

Digital Transformation Division. This business unit focuses on providing software and services to help companies accelerate their digital transformation, including robotics process automation and process mining. (Represents another key business segment for HeartCore.)

GO IPO business

A business segment focused on assisting Japanese companies in their process of listing on U.S. stock exchanges (Nasdaq and NYSE). (A significant revenue-generating and growth initiative for HeartCore, involving consulting fees and warrants.)

Warrants

A type of security that gives the holder the right, but not the obligation, to purchase a company's stock at a specific price (exercise price) before a certain expiration date. (The 'GO IPO' business includes warrants as part of its compensation, representing potential future equity ownership.)

Fully-diluted share capital

The total number of shares of a company's stock that would be outstanding if all convertible securities (like warrants, options, and convertible preferred stock) were exercised or converted into common stock. (The 'GO IPO' business compensation is tied to a percentage of this total, impacting potential future dilution.)

Accredited Investor

An individual or entity that meets certain income or net worth requirements established by the SEC, allowing them to participate in more complex or speculative investment opportunities. (Crom Structured Opportunities Fund I, LP is identified as an accredited investor, which is a common requirement for private placements and certain investment agreements.)

Year-Over-Year Comparison

This S-1/A filing represents a significant update, primarily focused on the resale of shares by Crom Structured Opportunities Fund I, LP, and potential capital raising up to $25,000,000. Unlike previous filings that might have focused on operational growth or initial public offerings, this amendment highlights a specific financial transaction and the associated risks. The 'GO IPO' business, with its 16 consulting agreements, is a key operational highlight that was likely less developed or detailed in prior submissions.

Key Financial Figures

• $25,000,000 — at our direction, up to an aggregate of $25,000,000 of shares of our common stock (the &ldq
• $1.20 — ermined by assuming a purchase price of $1.20 per share based on 96% of the closing p
• $1.125 — mined by assuming a conversion price of $1.125 per share based on 90% of the closing p
• $25,000,000.00 — ckholder. However, we may receive up to $25,000,000.00 in aggregate gross proceeds from the Se
• $1.25 — e closing price of our common stock was $1.25. We will bear all costs, expenses and
• $380,000 — mpany a consulting fee that ranges from $380,000 to $900,000 and warrants or stock acqui
• $900,000 — ulting fee that ranges from $380,000 to $900,000 and warrants or stock acquisition right
• $0.01 — n certain dates at an exercise price of $0.01 or JPY1 per share. We were incorporat
• $0.0001 — Company’s common stock, par value $0.0001 (the “Advance Shares”). The
• $25,000 — s (i) in a minimum amount not less than $25,000, calculated based on 96% of the volume-
• $500,000 — maximum amount up to the lesser of (a) $500,000, or (b) 50% of the average daily tradin
• $25 million — s. We may not have access to the full $25 million amount available under the Equity Purch
• $2,000,000 — urchase Agreement), after deducting the $2,000,000 (8% of the amount of the total advance)
• $23,000,000 — s received by us would be approximately $23,000,000. However, if the trading stock price de
• $1.10 — g stock price declines in the future to $1.10 per share (assuming the VWAP of the Ini

Filing Documents

• forms-1a.htm (S-1/A) — 476KB
• ex5-1.htm (EX-5.1) — 21KB
• ex10-61.htm (EX-10.61) — 52KB
• ex23-1.htm (EX-23.1) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 24KB
• ex10-61_001.jpg (GRAPHIC) — 11KB
• 0001641172-25-026012.txt ( ) — 601KB

USE OF PROCEEDS

USE OF PROCEEDS 17 DETERMINATION OF OFFERING PRICE 17 MARKET PRICE AND DIVIDEND POLICY 17

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 18 SELLING STOCKHOLDER 22 PLAN OF DISTRIBUTION 23 MATERIAL TAX CONSIDERATIONS 26 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INFORMATION INCORPORATED BY REFERENCE 29 i ABOUT THIS PROSPECTUS The registration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investment decision. Unless the context otherwise requires, references in this prospectus to “HeartCore,” “the Company,” “we,” “us” and “our” refer to HeartCore Enterprises, Inc. and our subsidiaries. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. 1 PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or information incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission, or SEC, listed in the section of the prospectus entitled “Information Incorporated by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration

Business

Business Overview We are a leading software development company based in Tokyo, Japan. We provide software through two business units. The first business unit, our CX division, includes a customer experience management business (the “CXM Platform”) that has been in existence for over 15 years. Our CXM Platform includes marketing, sales, service and content management systems, as well as other tools and integrations, that enable companies to attract and engage customers throughout the customer experience. We also provide education, services and support to help customers be successful with our CXM Platform. The second business unit, our DX division, is a digital transformation business which provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises. We also have an ongoing technology innovation team to develop software that supports the narrow needs of large enterprise customers. During 2022, we started the GO IPO business, which supports Japanese companies listing on Nasdaq and NYSE in the United States. As of August 28, 2025, we have entered into consulting agreements with 16 companies to assist them in their IPO process, whereby we are entitled to receive from each company a consulting fee that ranges from $380,000 to $900,000 and warrants or stock acquisition rights to purchase 1% to 4% of the fully-diluted share capital of such companies that is exercisable on certain dates at an exercise price of $0.01 or JPY1 per share. We were incorporated in the State of Delaware on May 18, 2021. We conduct business activities principally through our wholly owned subsidiary, HeartCore Co. Ltd. (“HeartCore Japan”), which was established in Japan by Sumitaka Yamamoto, our Chairman of Board, Chief Executive Officer and President and a significant stockholder of the Company, in 2009. On September 6, 2022, the Company entered into a share exchange and purchase agreem

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View this S-1/A filing on SEC EDGAR