HeartCore Enterprises, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on July 24, 2025

Registration No. 333-[__]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

HEARTCORE ENTERPRISES, INC.** **

(Exact name of registrant as specified in its charter)

1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan 141-0022

+81-3-6409-6966

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Sumitaka Yamamoto

Chief Executive Officer

1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan 141-0022

+81-3-6409-6966

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Laura Anthony, Esq. Craig D. Linder, Esq. Anthony, Linder & Cacomanolis, PLLC 1700 Palm Beach Lakes Blvd, Suite 820 West Palm Beach, Florida 33401 (561) 514-0936

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Resale of up to 60,556,785 Shares of Common Stock

This prospectus relates to the resale by the selling stockholder named in this prospectus of:

(i) the offer and resale of up to 54,230,876 shares of our common stock by Crom Structured Opportunities Fund I, LP (the “Selling Stockholder”), that we may, in our discretion, elect to issue and sell to the Selling Stockholder, from time to time after the date of this prospectus, pursuant to an Equity Purchase Agreement we entered into with the Selling Stockholder on June 30, 2025 (the “Equity Purchase Agreement”), in which the Selling Stockholder has committed to purchase from us, at our direction, up to an aggregate of $25,000,000 of shares of our common stock (the “Maximum Commitment Amount”). The 54,230,876 shares being registered pursuant to the Equity Purchase Agreement were determined by assuming a purchase price of $0.460992 per share based on 96% of the closing price of the Company’s common stock on the Nasdaq Stock Market on July 21, 2025. See the section titled “Prospectus Summary – Equity Purchase Agreement” for a description of the Equity Purchase Agreement;

(ii) 485,437 shares of our common stock issued to the Selling Stockholder as commitment shares (the “ELOC Commitment Shares”) in connection with the Equity Purchase Agreement;

(iii) up to 5,090,472 shares of our common stock issuable upon the conversion of 2,000 shares of the Company’s Series A Convertible Preferred Stock issued to the Selling Stockholder pursuant to a Securities Purchase Agreement we entered into with the Selling Stockholder on June 30, 2025 (the “Securities Purchase Agreement”). The 5,090,472 shares being registered for the conversion of the Series A Convertible Preferred Stock were determined by assuming a conversion price of $0.43218 per share based on 90% of the closing price of the Company’s common stock on the Nasdaq Stock Market on July 21, 2025.

See the section titled “Prospectus Summary – Securities Purchase Agreement” for a description of the Securities Purchase Agreement; and

(iv) 750,000 shares of our common stock issued to the Selling Stockholder as commitment shares under the Securities Purchase Agreement (the “SPA Commitment Shares”).

The shares of our common stock may be sold publicly or through private transactions by the Selling Stockholder at prevailing market prices or at negotiated prices at the times of sale. The shares of common stock may be offered by the Selling Stockholder to or through underwriters, dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. The Selling Stockholder may be deemed an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the shares of common stock in the section entitled “Plan of Distribution” beginning on page 23 of this prospectus.

We are not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholder. However, we may receive up to $25,000,000.00 in aggregate gross proceeds from the Selling Stockholder under the Equity Purchase Agreement. The registration of the securities covered by this prospectus does not necessarily mean that any of these securities will be offered or sold by the Selling Stockholder. The timing and amount of any sale is within the Selling Stockholder’s sole discretion, subject to certain restrictions. To the extent that the Selling Stockholder resells any securities, the Selling Stockholder may be required to provide you with this prospectus identifying and containing specific information about the Selling Stockholder and the terms of the securities being offered.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our common stock is listed on the Nasdaq Capital Market under the symbol “HTCR”. On July 21, 2025, the closing price of our common stock was $0.4802.

We will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The Selling Stockholder will bear all commissions and discounts, if any, attributable to their sales of the shares of common stock.

Our business and investment in our common stock involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2025.

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