HeartCore Enterprises, Inc. 8-K

What Happened
HeartCore Enterprises, Inc. announced that its Board adopted an amendment to the company’s bylaws on March 24, 2026 to clarify the scope of a fee‑shifting provision. The amended second sentence of Section 7.4 restates that a prevailing party may recover reasonable attorneys’ fees, costs and expenses in actions relating to the bylaws, but expressly excludes “internal corporate claims” (as defined in Section 115 of the Delaware General Corporation Law) and any claim brought by a stockholder in its capacity as a stockholder or in the right of the company. The company filed the amendment as Exhibit 3.1 to the Form 8‑K.

Key Details

• Amendment adopted by the Board on March 24, 2026.
• Revises the second sentence of Section 7.4 of the bylaws to exclude DGCL Section 115 “internal corporate claims” and stockholder‑capacity or derivative claims from fee‑shifting.
• Section 7.5 continues to state that bylaws are qualified by the certificate of incorporation and applicable law, consistent with DGCL Section 109(b).
• A copy of the amendment is attached to the 8‑K as Exhibit 3.1.

Why It Matters
This is a corporate governance clarification that protects stockholders from being forced to pay the company’s legal fees in internal corporate or derivative actions. For investors, the amendment reduces the risk that bringing or defending shareholder actions would expose them to fee‑shifting liability, and aligns the bylaws with Delaware law. The change is procedural and legal in nature and does not report financial results or affect reported earnings.