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): March 22, 2023
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 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K/A filed on February 10, 2023 by HeartCore Enterprises, Inc. (the “Company”), on February 6, 2023, the Company issued to Prakash Sadasivam an amended and restated warrant (the “Amended and Restated Warrant”) to purchase 737,500 shares of the Company’s common stock. Mr. Sadasivam is the Company’s Chief Strategy Officer and a member of the Company’s Board of Directors. On March 22, 2023, the Company entered into a Warrant Exchange and Termination Agreement pursuant to which Mr. Sadasivam agreed to transfer the Amended and Restated Warrant to the Company in exchange for the issuance by the Company to Mr. Sadasivam of 500,000 shares of the Company’s common stock. On March 22, 2023, the Company issued 500,000 shares of the Company’s common stock to Mr. Sadasivam. As a result, the Amended and Restated Warrant is terminated, null and void, and of no further force or effect.
The foregoing description of the Warrant Exchange and Termination Agreement is qualified in its entirety by reference to the Warrant Exchange and Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 hereof is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Warrant Exchange and Termination Agreement, dated as of March 22, 2023, by and between the registrant and Prakash Sadasivam. | |
| 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 hereunto duly authorized.
| HEARTCORE ENTERPRISES, INC. | ||
| Dated: March 28, 2023 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka Yamamoto | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Warrant Exchange and Termination Agreement
Dated as of March 22, 2023
This Warrant Exchange and Termination Agreement (this “Exchange Agreement”) is entered into as of the date set forth above (the “Closing Date”) by and between Prakash Sadasivam (the “Holder”) and HeartCore Enterprises, Inc., a Delaware corporation (the “Company”). The Holder and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS, the Company has previously issued to Holder the Amended and Restated Common Stock Purchase Warrant, dated as of February 6, 2023 (as attached hereto as Exhibit A, the “Warrant”) pursuant to the provisions of the Share Exchange and Purchase Agreement between the Company and the Holder, dated as of September 6, 2022, as amended to date (as so amended, the “Agreement”); and
WHEREAS, and Parties now desire to undertake the transactions herein, pursuant to which the Warrant shall be exchanged for 500,000 shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) and the Warrant shall thereafter be terminated;
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Exchange.
| (a) | Pursuant to the provisions of Section 5(m) of the Warrant, Holder hereby sells, assigns, transfers and deliver the Warrant to the Company, free and clear of all Liens (as defined in the Agreement), and in exchange therefore on the Closing Date, as full and complete consideration of the obligations of the Company pursuant to the Warrant, the Company shall issue to the Holder 500,000 shares of Common Stock (the “Shares”), and the Warrant shall thereafter be deemed automatically terminated and null and void and of no further force or effect. | |
| (b) | The Parties intend that the Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and the Parties agree not to take any position contrary thereto. | |
| (c) | Holder hereby represents and warrants that Holder is an ‘accredited investor’ as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act and makes the other representations and warranties as set forth in Section 3.07 of the Agreement with respect to the Shares, and provided that any references therein to the “HeartCore Securities” shall be deemed a reference to the “Shares”. |
Section 2. Miscellaneous.
| (a) | This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws (as defined in the Agreement) of Delaware, without giving effect to principles of conflicts of law thereunder. To the extent required to give effect hereto, this Exchange Agreement shall be deemed an amendment of the Agreement. |
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| (b) | Except as specifically set forth herein, each of the Parties, will bear their own respective expenses, including without limitation the fees and expenses of its legal, accounting and financial advisors, incurred in connection with this Exchange Agreement or the transactions set forth herein. | |
| (c) | The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel to the Company, and that Counsel has prepared this Exchange Agreement at the request of the Company, and that Counsel is not legal counsel to Holder individually. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel acting as legal counsel to the Company and preparing this Exchange Agreement, and that Counsel has advised each of the Parties to retain separate counsel to review the terms and conditions of this Exchange Agreement and the other documents to be delivered in connection herewith, and each Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does not owe any duties to Holder in Holder’s individual capacity in connection with this Agreement and the transactions contemplated herein. Each of the Parties hereby waives any conflict of interest which may apply with respect to Counsel’s actions as set forth herein, and the Parties confirm that the Parties have previously negotiated the material terms of the agreements as set forth herein. |
| (d) | The provisions of Article XII (Miscellaneous) of the Agreement (other than Section 12.06, Section 12.07, Section 12.10 and Section 12.12 thereof) shall apply to this Exchange Agreement as though fully set forth herein, provided that any reference therein to the “Agreement” shall be deemed a reference to this Exchange Agreement. |
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Parties hereto have executed this Exchange Agreement as of the Effective Date.
| HeartCore Enterprises, Inc. | ||
| By: | /s/ Sumitaka Yamamoto | |
| Name: | Sumitaka Yamamoto | |
| Title: | Chief Executive Officer | |
| Prakash Sadasivam | ||
| By: | /s/ Prakash Sadasivam | |
| Name: | Prakash Sadasivam | |
| Agreed and accepted: | ||
| Sigmaways, Inc. | ||
| By: | /s/ Prakash Sadasivam | |
| Name: | Prakash Sadasivam | |
| Title: | Chief Executive Officer | |
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