Form 8-K - Current report
November 07 2023 - 5:00PM
Edgar (US Regulatory)
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2023-11-01
2023-11-01
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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): November 1, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 2, 2023, Yoshitomo Yamano resigned as a member of the Company’s Board of Directors, effective immediately. The resignation
was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On
November 1, 2023, Heather Neville, a member of the Company’s Board of Directors, was named as a member of the Audit Committee of
the Company’s Board of Directors.
Also
on November 1, 2023, the Company entered into an amended and restated Director Agreement, to be retitled “Independent Director
Agreement” (the “Director Agreement”) with Ms. Neville. The Director Agreement is intended to conform Ms. Neville’s
Director Agreement with the independent director agreements to which the other independent directors are a party.
Consistent
therewith, the Director Agreement provides that Ms. Neville will be compensated as follows:
| ● | $50,000
annually for Ms. Neville’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 Ms. Neville 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 Ms. Neville 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 Ms. Neville 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 Ms. Neville for all reasonable out-of-pocket expenses incurred in attending
any in-person meetings, provided that Ms. Neville 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 Ms. Neville in connection with the performance of her 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 Ms. Neville is serving as a director of the Company),
Ms. Neville is entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities
arising out of her 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 Ms. Neville 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 Ms. Neville 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 Ms. Neville, 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
will be filed as an exhibit to the Company’s next periodic report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
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: November 7, 2023 |
By: |
/s/
Sumitaka Yamamoto |
|
Name: |
Sumitaka Yamamoto |
|
Title: |
Chief Executive Officer |
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