HeartCore Enterprises, Inc. (HTCR): Completion of Acquisition or Disposition of Assets
HeartCore Enterprises, Inc. (HTCR) filed an SEC Form 8-K — Completion of Acquisition or Disposition of Assets. EX-10.1 2 ex10-1.htm EX-10.1 Exhibit 10.1 STOCK AND DEBT PURCHASE AGREEMENT Date: June 22, 2026 THIS STOCK AND DEBT PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 22, 2026, by and between (i) HeartCore Enterprises, Inc. (“HeartCore” or “Seller”) and (ii) Semapho
How this was made
The 30-second read
Why it matters
The 8-K confirms closing and provides deal economics: $1,000 cash at closing, plus an earn-out of 10% of Gross Revenue above $5.5M (capped), and contribution of a Heart-Tech Health SAFE Note as additional consideration.
Market read
For HTCR, this is a concrete transaction-closure update with defined consideration and earn-out structure, but no broader financial guidance is provided in the excerpt.
What to watch
The agreement references disputed/uncertain value and collectability, and includes legacy wage-liability allocation—both can affect ultimate economics beyond the headline purchase price.
Background
HeartCore previously acquired a 51% majority interest in Sigmaways in 2022; this filing documents the later disposition of that stake and related debt.
Ticker impact
HeartCore’s 8-K discloses completion of its sale of a 51% stake in Sigmaways to Semaphore Technologies for up to $650,000.
Likely modest, since the disclosed consideration is small and the filing is deal-closure rather than a new guidance/earnings catalyst.
The filing provides concrete transaction terms (closing cash, earn-out mechanics, and asset transfer), but no HTCR-wide financial impact, synergies, or updated outlook are included in the provided text.
Market effects
Limited read-across: this appears to be a microcap asset transaction rather than a sector-wide signal.
No clear regional market implications from the provided terms.
No material global market relevance indicated.
Counterpoint
The earn-out is contingent on Gross Revenue exceeding a high hurdle, so realized proceeds may be far below the headline “up to $650,000.”
Key entities
- public_companyHeartCore Enterprises, Inc.
Seller; completed disposition of its 51% interest in Sigmaways and related debt to Semaphore Technologies.
- public_companySemaphore Technologies, Inc.
Buyer; purchases Sigmaways shares and Sigmaways debt under the stock and debt purchase agreement.
- private_companySigmaways, Inc.
Operating company whose 51% shares and related debt are being transferred.
