10-Q: HeartCore Enterprises Q1 2026 Financials Show Revenue Decline

Sentiment:

Quarterly Report


HeartCore Enterprises reported a significant revenue decrease in Q1 2026, primarily due to challenges in its customized software development and services segment, alongside a substantial drop in gross profit margin.

Capital raiseThe company has an At the Market (ATM) Offering Agreement with H.C. Wainwright & Co., LLC, allowing it to offer and sell up to approximately $2 million of its common shares.The company entered into an equity purchase agreement with Crom Structured Opportunities Fund I, LP, committing to purchase up to $25 million in shares of the company's common shares, subject to limitations and conditions.The company is exploring strategic alternatives for raising additional funding through a combination of obtaining equity financing and entering into debt or other financing arrangements.
Worse than expectedRevenues decreased by 40.5% year-over-year, driven by a significant drop in customized software development and services.Gross profit margin declined sharply from 26.0% to 5.9%, indicating increased costs relative to revenue or a shift to lower-margin services.Cash and cash equivalents decreased substantially, raising concerns about liquidity.The company continues to operate at a significant net loss from continuing operations.

Summary

  • HeartCore Enterprises reported revenues of $1,245,844 for the three months ended March 31, 2026, a decrease of 40.5% compared to $2,093,413 in the same period of 2025.
  • The company experienced a significant decline in gross profit, falling by 86.4% to $74,045 from $543,774 year-over-year.
  • Net loss from continuing operations was $1,976,715 for Q1 2026, an improvement from a net loss of $3,070,031 in Q1 2025, though this was largely due to a significant decrease in 'Other expenses'.
  • Cash and cash equivalents decreased to $774,033 as of March 31, 2026, from $1,985,962 as of December 31, 2025.
  • The company has a working capital of $1,010,549 as of March 31, 2026.
  • HeartCore Enterprises completed a 1-for-20 reverse stock split effective April 2, 2026.
  • The company regained compliance with the Nasdaq Minimum Bid Price Requirement as of April 20, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the significant revenue decline, sharp drop in gross profit margin, and continued operating losses, despite the company regaining Nasdaq compliance.

Positives

  • Net loss from continuing operations improved to $1,976,715 in Q1 2026 from $3,070,031 in Q1 2025, largely due to a significant reduction in 'Other expenses'.
  • Selling expenses decreased by 72.0% to $42,812 in Q1 2026 from $152,922 in Q1 2025.
  • The company regained compliance with the Nasdaq Minimum Bid Price Requirement on April 20, 2026, ensuring its continued listing on the Nasdaq Capital Market.
  • The company has a working capital of $1,010,549 as of March 31, 2026.

Negatives

  • Revenues decreased by 40.5% to $1,245,844 in Q1 2026 from $2,093,413 in Q1 2025, primarily due to a $827,435 decrease in customized software development and services revenue.
  • Gross profit decreased by 86.4% to $74,045 in Q1 2026 from $543,774 in Q1 2025.
  • Gross profit margin decreased by 20.1% to 5.9% in Q1 2026 from 26.0% in Q1 2025.
  • Cash and cash equivalents significantly decreased to $774,033 as of March 31, 2026, from $1,985,962 as of December 31, 2025.
  • Net cash used in operating activities of continuing operations was $1,153,590 for Q1 2026.
  • The company's disclosure controls and procedures were not effective as of March 31, 2026.

Risks

  • The company has incurred significant net losses and has an accumulated deficit of $15.6 million, raising substantial doubt about its ability to continue as a going concern.
  • The company's ability to raise capital may be constrained by the price of and demand for its equity shares, and additional funding may not be available on favorable terms or at all, potentially leading to further dilution.
  • Intense competition in the U.S. software market is impacting revenue, particularly in customized software development and services.
  • Increasing subcontracting fees for outsourced software engineers due to salary level increases in the overall software market are impacting gross profit.
  • The company's disclosure controls and procedures were not effective as of March 31, 2026.

Future Outlook

The company's plan to address going concern issues involves exploring strategic alternatives for raising additional funding through equity financing, debt arrangements, and operational restructuring to grow revenues and decrease expenses. However, management cannot conclude that these plans are probable of successful implementation, and additional funding may not be available on favorable terms or at all, potentially leading to further dilution.

Management Comments

  • Management notes that the company incurred net loss from continuing operations of $2.0 million and net cash flows used in operating activities of continuing operations of $1.2 million for the three months ended March 31, 2026, primarily due to the macroeconomic downturn environment.
  • Management states that conditions raise substantial doubt about the company's ability to continue as a going concern.
  • Management believes that the sale of HeartCore Japan represented a strategic shift that had a major impact on the results of operations and has been accounted for as a discontinued operation.
  • Management has evaluated the effectiveness of disclosure controls and procedures and concluded they were not effective as of March 31, 2026.

Industry Context

StockSavvy.ai notes that HeartCore Enterprises' revenue decline in customized software development and services aligns with broader industry trends of increased competition and pricing pressures in the U.S. software market. The company's strategic shift towards Go IPO consulting services reflects a pivot to a potentially less capital-intensive and more specialized niche within the financial services and technology sectors.

Comparison to Industry Standards

  • The gross profit margin of 5.9% for Q1 2026 is significantly lower than typical software and IT consulting companies, which often report gross margins ranging from 20% to 50% or higher, depending on service mix and operational efficiency.
  • The substantial increase in 'Other expenses' in the prior year period ($1,840,070 in Q1 2025 vs. $418,745 in Q1 2026), primarily driven by changes in fair value of investments, indicates a high degree of financial instrument volatility, which is not uncommon for companies with significant non-cash investment activities but can be a concern for operational stability.
  • The company's net loss from continuing operations of $1.98 million on $1.25 million in revenue highlights a significant operational inefficiency or high fixed cost structure, which is a concern when compared to more established players in the software and consulting sectors that often achieve profitability at similar or lower revenue levels.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Bylaws AmendmentAmendment to Section 7.4 of the Bylaws to clarify that the prevailing party in legal actions related to the Bylaws is entitled to recover reasonable attorneys' fees, costs, and expenses, provided that this provision does not apply to internal corporate claims or claims brought by a stockholder in its capacity as such or in the right of the Corporation.2026-03-24Aims to clarify the scope of attorney fee recovery in legal disputes, potentially reducing frivolous litigation against the company by stockholders acting in their capacity as such.

Legal Proceedings

  • The company is involved in various claims and legal actions arising in the ordinary course of business, but management is not aware of any pending legal proceedings that would have a material effect on the business, financial position, or results of operations.

Related Party Transactions

  • Due to related party balances of $401 from Sumitaka Yamamoto (CEO and major shareholder), unsecured, non-interest bearing, and due on demand.
  • Related party paid operating expenses on behalf of the company, with a net payment of $125 during Q1 2026.
  • Accounts payable and accrued expenses of $96,333 to Luvina Software Joint Stock Company (non-controlling shareholder of HeartCore Luvina).
  • Engaged Luvina Software for software development and other support services totaling $114,535 in Q1 2026.
  • Short-term debt of $69,000 to Prakash Sadasivam (CEO and non-controlling shareholder of Sigmaways), unsecured, 7.5% annual interest, due on demand.
  • Repaid $6,000 to Prakash Sadasivam in Q1 2026.

Stakeholder Impact

  • Shareholders: Potential dilution from future capital raises, impact of reverse stock split on share price perception, and ongoing operating losses affecting shareholder value.
  • Employees: Potential impact on morale due to financial performance and going concern issues; increased accrued payroll costs noted in Q1 2026.
  • Creditors: The company's going concern status may impact the confidence of creditors and the terms of future financing.
  • Customers: Continued provision of Go IPO consulting services and software development services, with a focus on enhancing customer experience in consulting.

Next Steps

  • Continue to explore strategic alternatives for raising additional funding.
  • Continue to restructure operations to grow revenues and decrease expenses.
  • Monitor market conditions and other factors for decisions regarding the share repurchase program.
  • The company's common stock began trading on Nasdaq on a post-Reverse Split basis on April 6, 2026.

Key Dates

DateDescription
2021-07-16HeartCore USA executed a share exchange agreement with HeartCore Japan.
2022-02-24HeartCore USA purchased the remaining shares of HeartCore Japan, making it a wholly-owned subsidiary.
2022-09-06HeartCore USA entered into an agreement to acquire 51% of Sigmaways, Inc.
2023-02-01Acquisition of Sigmaways closed.
2023-11-30HeartCore Japan established a 51% owned subsidiary in Vietnam, HeartCore Luvina.
2024-07-24Board of Directors approved a non-binding letter of intent to sell 100% of HeartCore Japan.
2025-06-30Company filed a certificate of designations for Series A convertible preferred shares and entered into an equity purchase agreement with Crom Structured Opportunities Fund I, LP.
2025-10-22Board of Directors approved to amend the number of designated Series A convertible preferred shares to 4,000.
2025-10-31Sale of HeartCore Japan to Smith Japan Holdings KK closed.
2025-12-31Year-end closing date for financial reporting.
2026-01-01Beginning of the first quarter of 2026.
2026-01-20Company entered into an insurance premium financing agreement with AFCO Direct.
2026-02-18Board of Directors approved a share repurchase program.
2026-03-04Board of Directors approved a 1-for-20 reverse stock split.
2026-03-24Board adopted an amendment to the Company's bylaws.
2026-03-31End of the first quarter of 2026.
2026-04-01Company converted partial warrants into marketable securities.
2026-04-02Reverse stock split became effective for state law purposes.
2026-04-09Company sold marketable securities for proceeds of approximately $202,000.
2026-04-20Company received notice from Nasdaq Staff that it had regained compliance with the Minimum Bid Price Requirement.
2026-05-15Date of the report filing.

Recommendation

hold

While the company has regained Nasdaq compliance, the significant revenue decline, deteriorating gross margins, and ongoing operating losses, coupled with substantial going concern risks, warrant a cautious approach. The potential for future capital raises and the impact of the recent reverse stock split introduce further uncertainty. A 'hold' recommendation reflects the need to observe the company's ability to execute its turnaround strategy and improve financial performance before considering a more positive or negative stance.

Keywords

HeartCore Enterprises, 10-Q Filing, Quarterly Report, Financial Results, Revenue Decline, Software Development, Consulting Services, Go IPO, Nasdaq Compliance, Reverse Stock Split

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