Current Report Filing (8-k)
May 08 2023 - 3:06PM
Edgar (US Regulatory)
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2023-05-02
2023-05-02
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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): May 2, 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.
On
May 2, 2023, HeartCore Enterprises, Inc. (the “Company”) entered into that certain Note Purchase Agreement by and between
the Company and ZEROSPO. Pursuant to the terms of the Note Purchase Agreement, ZEROSPO agreed to issue and sell to the Company, and the
Company agreed to purchase, a promissory note in the principal amount of $300,000 (the “Note”).
Pursuant
to the terms of the Note, ZEROSPO agreed to pay to the Company $300,000 and to pay interest on the outstanding principal amount at the
rate of 8% per annum. To the extent not earlier paid, the principal amount and all accrued interest will be due and payable on the Maturity
Date (as hereinafter defined) or earlier in the event of an event of default as provided in the Note. The “Maturity Date”
means the earlier of:
| (i) | The
date of the closing of capital-raising transactions consummated by ZEROSPO via the issuance
of any debt securities or equity securities of ZEROSPO or any of its affiliates which results
in gross proceeds to ZEROSPO or any of its affiliates of $300,000 or more; |
| (ii) | The
date on which ZEROSPO completes a transaction pursuant to which its ordinary shares are listed
for trading on The Nasdaq Capital Market, or any related exchange, including the NASDAQ Global
Market, or on the New York Stock Exchange or any related securities exchange, including the
NYSE American; and |
| (iii) | The
date which is 180 days following May 2, 2023. |
ZEROSPO
may, at its sole option, prepay the Note and any accrued interest thereunder in whole or in part at any time. In the event that any amount
due under the Note is not paid as and when due, such amounts will accrue interest at the rate of 12% per year, simple interest, non-compounding,
until paid.
The
foregoing description of the Note Purchase Agreement and the Note is qualified in its entirety by reference to the Note Purchase Agreement
and the Note, copies of which are filed as Exhibits 10.1 and 10.2 hereto and which are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
May 8, 2023 |
By: |
/s/
Sumitaka Yamamoto |
| |
Name: |
Sumitaka
Yamamoto |
| |
Title: |
Chief
Executive Officer |
HeartCore Enterprises (NASDAQ:HTCR)
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