{"url_path":"/sec/htcr/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1892322/0001493152-26-030037-index.html","accession_number":"0001493152-26-030037","cik":"0001892322","ticker":"HTCR","issuer_name":"HeartCore Enterprises, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1892322/0001493152-26-030037-index.html","primary_entity_key":"0001892322","primary_entity_name":"HeartCore Enterprises, Inc."},"word_count":325,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 22, 2026, HeartCore Enterprises, Inc. (the “Company”) entered into a Stock and Debt Purchase Agreement (the “Agreement”)\nwith Semaphore Technologies, Inc. (“Semaphore”). Pursuant to the terms of the Agreement, the Company sold its entire 51%\nmajority ownership interest in Sigmaways, Inc. (“Sigmaways”), consisting of 229,500 shares of capital stock (the “Sigmaways\nShares”), and all right, title, and interest in and to the debt obligations owed by Sigmaways to the Company, representing $2.19\nmillion in outstanding promissory notes (the “Sigmaways Debt”).\n\n \n\nThe\npurchase price for the Sigmaways Shares and the Sigmaways Debt is up to $650,000, which reflects the uncertain and disputed nature of\nthe value and collectability of the underlying assets. Pursuant to the terms of the Agreement, the payments will be as follows:\n\n \n\n●A\ncash payment of $1,000 at closing; and\n\n●An\nearn-out amount of up to $649,000, payable within 10 days of the end of the 12-month period\nfollowing closing, calculated as 10% of Sigmaways’ Gross Revenue (as defined in the\nAgreement) that exceeds $5,500,000.\n\n \n\nAs\nadditional consideration for a mutual release of claims, the Company also contributed to Semaphore that certain Simple Agreement for\nFuture Equity (SAFE) Note issued by Heart-Tech Health, Inc. to the Company on or about April 17, 2024, representing an original purchase\namount of $350,000.\n\n \n\nThe\nclosing of the transactions contemplated by the Agreement occurred on June 22, 2026. Following the closing, the Company has no further\noperational involvement or obligations with respect to Sigmaways.\n\n \n\nThe\nAgreement contains customary representations, warranties, and covenants, including a maximum liability cap equal to the amount actually\npaid to the Company (except in cases of fraud).\n\n \n\nThe\nforegoing summary of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference."}