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): September 29, 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, on September 29, 2023, Koji Sato was elected by the stockholders of HeartCore Enterprises, Inc. (the “Company”) as a member of the Company’s Board of Directors (the “Board”). Also on September 29, 2023, the Company entered into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Sato. The Indemnification Agreement provides, among other things, for indemnification to the fullest extent permitted by law and our certificate of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The Indemnification Agreement provides for the advancement or payment of all expenses to Mr. Sato and for reimbursement to us if it is found that Mr. Sato is not entitled to such indemnification under applicable law and our certificate of incorporation and bylaws.
The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Also on September 29, 2023, the Company entered into an Independent Director Agreement (the “Director Agreement”) with Mr. Sato. The Director Agreement provides that Mr. Sato will be compensated as follows:
| ● | $50,000 annually for Mr. Sato’s service as a director of the Company, to be paid $12,500 each calendar quarter, payable within five business days of the end of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated; | |
| ● | For as long as Mr. Sato serves as a member of the Audit Committee, $4,000 annually for such service, and an additional sum of $3,000 annually if he serves Chairman of the Audit Committee, with each of these payments to be paid quarterly in equal portions, within five business days of the end of each calendar quarter, and with any amount for any partial calendar quarter being appropriately prorated; | |
| ● | For as long as Mr. Sato serves as a member of the Compensation Committee, $4,000 annually for such service, to be paid quarterly in equal portions, within five business days of the end of each calendar quarter, and with any amount for any partial calendar quarter being appropriately prorated; and | |
| ● | For as long as Mr. Sato serves as a member of the Nominating Committee, $3,000 annually for such service, to be paid quarterly in equal portions, within five business days of the end of each calendar quarter, and with any amount for any partial calendar quarter being appropriately prorated. |
During the term of the Director Agreement, the Company will reimburse Mr. Sato for all reasonable out-of-pocket expenses incurred in attending any in-person meetings, provided that Mr. Sato complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the applicable director in excess of $500) must be approved in advance by the Company.
The Director Agreement contains customary confidentiality provisions, and customary provisions related to Company ownership of intellectual property conceived or made by Mr. Sato in connection with the performance of his duties under the Director Agreement (i.e., a “work-made-for-hire” provision).
The Director Agreement also provides that, during the term (which continues as long as Mr. Sato is serving as a director of the Company), Mr. Sato is entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities arising out of his position with the Company in any capacity, in an amount not less than the highest amount available to any other director, and such coverage and protections, with respect to the various liabilities as to which Mr. Sato has been customarily indemnified prior to termination of employment, shall continue for at least six years following the end of the term. Any indemnification agreement entered into between the Company and Mr. Sato will continue in full force and effect in accordance with its terms following the termination of the Director Agreement.
The Director Agreement contains customary representations and warranties by Mr. Sato, relating to the Director Agreement, and contains other customary miscellaneous provisions relating to waivers, assignments, third party rights, survival of provisions following termination, severability, notices, waiver of jury trials and other provisions.
The foregoing description of the Director Agreement is qualified in its entirety by reference to the Director Agreement, a copy of which is filed as Exhibit 10.2 hereto and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Indemnification Agreement, dated as of September 29, 2023, by and between the registrant and Koji Sato. | |
| 10.2 | Independent Director Agreement, dated as of September 29, 2023, by and between the registrant and Koji Sato. | |
| 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: October 5, 2023 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka Yamamoto | |
| Title: | Chief Executive Officer | |