Form 8-K HeartCore Enterprises, For: Aug 03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 1.01 Entry into a Material Definitive Agreement.
On August 3, 2026, HeartCore Enterprises, Inc. (the “Company”) entered into a Capital Contribution Portion Transfer Agreement (the “Transfer Agreement”) with Luvina Software Joint Stock Company (“Luvina”). Pursuant to the terms of the Transfer Agreement, the Company sold its entire 51% ownership interest in Heartcore Luvina Vietnam Company Limited (“HLVC”), together with all rights and obligations attaching thereto and accrued up to the date of the Transfer Agreement, to Luvina in exchange for JPY 29,000,000 (approximately $184,093). Luvina holds the remaining 49% ownership interest in HLVC.
The closing of the transactions contemplated by the Transfer Agreement is expected to occur on or before August 14, 2026.
The Transfer Agreement contains customary representations, warranties, and covenants.
The foregoing summary of the material terms of the Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transfer Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 7, 2026, the Company issued a press release announcing entry into the Transfer Agreement.
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Capital Contribution Portion Transfer Agreement, dated August 3, 2026, by and between the registrant and Luvina Software Joint Stock Company. | |
| 99.1 | Press release of the registrant issued on August 7, 2026. | |
| 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: August 7, 2026 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
ATTACHMENTS / EXHIBITS