🧾 What This Document Is

This is an 8-K filing, which is a report of a major event that shareholders should know about. In this case, HeartCore is announcing a 1-for-20 reverse stock split of its common stock. This is a procedural step the company is taking to try and stay listed on the Nasdaq stock exchange.

👉 In short: The company is combining every 20 old shares into 1 new share to boost its stock price.

🏢 What The Company Does

HeartCore Enterprises is a consulting company based in Tokyo, Japan. Its main business is helping Japanese companies get listed on U.S. stock markets (like the NASDAQ or NYSE) and providing related advisory services.

👉 Think of it as: A guide and matchmaker for Japanese businesses looking to enter the American public markets.

🔍 The Reverse Split Mechanics

Here’s exactly what is happening, effective April 2, 2026, at 4:00 p.m. Eastern Time:

• The Ratio: 1-for-20. For every 20 shares you own, you will now own 1 share.
• Price Effect: If your stock was trading at $0.10 per share before, it should theoretically trade at around $2.00 per share after the split.
• Fractional Shares: If the split results in a fraction of a share (e.g., you owned 21 shares and now get 1.05), the company will round you up to the nearest whole share.
• What Doesn't Change: The total number of shares the company is allowed to issue (authorized shares) and the par value per share remain the same.
• New Trading: The stock will trade under a new CUSIP number (42240Q 203) on a split-adjusted basis starting April 6, 2026.
• What You Need To Do: If you own shares through a broker, your account will be adjusted automatically. If you hold a physical stock certificate, the transfer agent (Transhare Corporation) will contact you with instructions.

🚀 Why This Move Matters

This isn't about changing the company's value—it's about market perception and rules.

• The Core Reason: HeartCore's stock price had fallen below $1.00, which is the minimum price required to stay listed on the Nasdaq.
• The Goal: By artificially increasing the per-share price through this split, the company aims to regain compliance with Nasdaq's listing rules and avoid being delisted (removed from the exchange).
• Why It's a Big Deal: Being delisted would make it much harder for investors to trade the stock and could seriously harm the company's reputation and ability to raise capital.

📦 Financial Position & Signals

While the filing doesn't share financial results, the need for a reverse split sends a strong signal.

• ⚠️ The Signal: A reverse split is often a sign of distress, indicating the market has pushed the company's share price very low due to poor performance or lack of investor confidence.
• 👉 Key Question: This action buys the company time and improves its optics, but the real key is whether it can now improve its underlying business fundamentals to truly lift its valuation.

🔮 What's Next

The immediate next step is the technical implementation of the split on April 2nd and the resumption of trading on April 6th.

• The Focus Shifts: The company's management will now need to demonstrate to investors that there is value in its business to support the new, higher share price.
• Watch For: Future news on client wins, financial performance, and ultimately, whether the stock can maintain a price above $1.00 without the artificial boost.

⚖️ The Big Picture: Strengths & Risks

• 👍 Strength (of the action): It solves an immediate compliance problem and maintains the company's prestigious Nasdaq listing, which is crucial for its credibility with its Japanese corporate clients.
• ⚠️ Risk (underlying issue): It does not solve the core problem of why the stock was trading so low. If the business doesn't improve, the share price could eventually fall below $1.00 again, restarting the problem.

🧠 The Analogy

A reverse stock split is like exchanging twenty $1 bills for a single $20 bill. You have the same total amount of money, but you're carrying fewer, higher-denomination bills. HeartCore is doing this because it needs its stock to be in the "higher denomination" category to meet the Nasdaq's entry requirements.

📇 Key Contacts & People

• Investor Relations Contact: Gateway Group, Inc.
• Primary Contacts: Matt Glover and John Yi
• Email: [email protected]
• Phone: (949) 574-3860

🧩 Final Takeaway

HeartCore Enterprises is performing a 1-for-20 reverse stock split solely to boost its share price and avoid being kicked off the Nasdaq stock exchange. This is a survival tactic that addresses the symptom (a low stock price) but investors must watch to see if the company can address the underlying cause to create real, sustainable value.