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): October 28, 2022
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, HeartCore Enterprises, Inc. (the “Company”) entered into an Executive Employment Agreement (the “Employment Agreement”), dated as of February 9, 2022, by and between the Company and Sumitaka Yamamoto, the Company’s Chairman of the Board, Chief Executive Officer, President and majority stockholder. On October 28, 2022, the Company and Mr. Yamamoto entered into Amendment No. 1 (“Amendment No. 1”) to the Employment Agreement. Pursuant to the terms of Amendment No. 1, Mr. Yamamoto’s annual base salary was increased from $381,000 to $450,000, effective November 1, 2022. Except as set forth in Amendment No. 1, the Employment Agreement remains in full force and effect.
The foregoing description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1† | Amendment No. 1 to Executive Employment Agreement, dated as of October 28, 2022, by and between the registrant and Sumitaka Yamamoto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Management contract or compensatory plan, contract or arrangement.
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: November 3, 2022 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka Yamamoto | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Amendment No. 1 to Executive Employment Agreement
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 28th day of October, 2022 (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Sumitaka Yamamoto (the “Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS, the Parties are the parties to that certain Executive Employment Agreement, dated as of February 9, 2022 (the “Employment Agreement”) and now desire to amend the Employment Agreement as set forth herein, and the Employment Agreement may be amended in writing pursuant to Section 14 thereof;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows:
| 1. | Defined terms used herein without definition shall have the meanings given in the Employment Agreement. |
| 2. | Pursuant to the provisions of Section 14 of the Employment Agreement, the Employment Agreement is hereby amended such that number “$381,000” in Section 2(a) of the Employment Agreement is hereby amended to be “$450,000”, with such amendment to be effective as of November 1, 2022. The Parties acknowledge and agree that the intent of such amendment is that the Base Salary for the Executive be increased to $450,000 per year, effective as of November 1, 2022. |
| 3. | Other than as amended herein, the Employment Agreement shall remain in full force and effect subject to its terms. Following the Amendment Date, any reference in the Employment Agreement to the “Agreement” shall be deemed a reference to the Employment Agreement as amended by this Amendment. |
| 4. | This Amendment shall be governed by and construed under the laws of the State of Delaware applicable to agreements made and to be performed in that State, without regard to conflicts of laws rules. |
| 5. | This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment. |
[Signatures to appear on the following page(s).]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment Date.
| HeartCore Enterprises, Inc. | ||
| /s/ Qizhi Gao | ||
| By: | Qizhi Gao | |
| Title: | Chief Financial Officer | |
| Sumitaka Yamamoto | ||
| /s/ Sumitaka Yamamoto | ||
| Sumitaka Yamamoto | ||