---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-003713"
form_type: "8-K"
ticker: "HTCR"
cik: "0001892322"
company_name: "HeartCore Enterprises, Inc."
filed_at: "2023-02-06T23:59:59+00:00"
generated_at: "2026-06-20T00:29:33.357955+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# HeartCore acquires 51% of Sigmaways for 2M shares, $1M cash and warrant; appoints CEO Sadasivam as CSO and Board member

## Summary
- Acquired 229,500 shares (51%) of Sigmaways from Prakash Sadasivam; consideration includes 2,000,000 HeartCore common shares, $1,000,000 cash, and a warrant for 1,900,000 shares at $1.17/share.
- Warrant exercisable until February 12, 2025, with a 9.99% beneficial ownership blocker.
- HeartCore to deposit $2,000,000 into a dedicated account post-closing to expand Sigmaways' business, with board approval required for project funds over $50,000.
- Prakash Sadasivam appointed Chief Strategy Officer and Board member (expanding Board to eight); employment agreement: $96,000 annual salary plus annual equity grants equal to 30% of base salary.
- Financial statements and pro forma for the acquisition to be filed by amendment within 71 days.

## SEC filing metadata
- accession: 0001493152-23-003713
- form_type: 8-K
- ticker: HTCR
- cik: 0001892322
- company_name: HeartCore Enterprises, Inc.
- filed_at: 2023-02-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1892322/000149315223003713/0001493152-23-003713-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1892322/000149315223003713/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-003713
- JSON: https://secwatch.observer/filing/0001493152-23-003713.json
- Plain text: https://secwatch.observer/filing/0001493152-23-003713.txt

## Key facts
- Executive change
  Prakash Sadasivam was appointed as Chief Strategy Officer at HeartCore Enterprises, Inc..
  - Action: appointed
  - Role: Chief Strategy Officer
  source text: Mr. Sadasivam was appointed to serve as the Company's Chief Strategy Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1892322/000149315223003713/0001493152-23-003713-index.htm
- Executive change
  Prakash Sadasivam was appointed as Member of the Board of Directors at HeartCore Enterprises, Inc..
  - Action: appointed
  - Role: Member of the Board of Directors
  source text: the Board expanded the size of the Board from seven persons to eight persons, and named Mr. Sadasivam to serve as a member of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1892322/000149315223003713/0001493152-23-003713-index.htm
- M&A Transactions
  HeartCore Enterprises, Inc. completed an acquisition involving Prakash Sadasivam for $1,000,000 (closed 2023-02-01).
  - Action: acquisition
  - Counterparty: Prakash Sadasivam
  - Consideration: $1,000,000
  - Closing: 2023-02-01
  source text: things, the Company agreed, in exchange for the Sigmaways shares, to (i) issue to Mr. Sadasivam 2,000,000 shares of the Company’s common stock, (ii) pay to Mr. Sadasivam $1,000,000 (the “Cash Purchase Price”); and (iii) issue to Mr. Sadasivam a common stock purchase warrant (the “Warrant”) to acquire 1,900,000 shares of the Company’s common stock. In
  evidence_url: https://www.sec.gov/Archives/edgar/data/1892322/000149315223003713/0001493152-23-003713-index.htm
- Material Agreements
  HeartCore Enterprises, Inc. amended Amendment No. 2 with Sigmaways, Inc. and Prakash Sadasivam (effective 2023-02-01).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Sigmaways, Inc. and Prakash Sadasivam
  - Effective: 2023-02-01
  source text: On February 1, 2023, the Company, Sigmaways and Mr. Sadasivam entered into Amendment No. 2 (“Amendment No. 2”) to the Sigmaways Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1892322/000149315223003713/0001493152-23-003713-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.