HeartCore Enterprises, Inc.
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
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Jun 30, 2025 · Filed Aug 13, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 30, 2025, the Company issued to Crom 485,437 shares of common stock, representing the ELOC Commitment Shares, pursuant to the Equity Purchase Agreement.
Also on June 30, 2025, pursuant to the Securities Purchase Agreement with Crom, the Company issued to Crom 2,000 shares of the Company’s Series A convertible preferred stock at a purchase price equal to $1,000 per share, or $2,000,000 in the aggregate.
In addition, in connection with executing the Securities Purchase Agreement, on June 30, 2025, the Company issued to Crom 750,000 shares of common stock, representing the SPA Commitment Shares, for no additional consideration.
The above shares were issued to an accredited investor without registration under the Securities Act, based upon exemptions from registration provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The issuances did not involve any public offering.
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