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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): January
28, 2026
NOCERA,
INC.
(Exact
name of registrant as specified in charter)
| Nevada |
|
001-41434 |
|
16-1626611 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3F
(Building B), No. 185, Sec. 1, Datong Rd., Xizhi
Dist., New Taipei City Taiwan
221,
ROC
(Address
of principal executive offices and zip code)
(886)
910-163-358
(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 obligation of 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: None
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
NCRA |
The Nasdaq
Stock Market LLC |
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 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 2, 2026, Nocera, Inc. (the “Company”)
received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that,
based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period from December 17, 2025
through January 30, 2026, the Company no longer meets the minimum bid price requirement of $1.00 per share for continued listing on The
Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided an initial compliance period of 180 calendar days, or until August 3, 2026 (the “Compliance Period”),
to regain compliance with the Bid Price Rule. If at any time during the Compliance Period the closing bid price of the Company’s
common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days, Nasdaq will provide written confirmation
that the Company has regained compliance and the matter will be closed.
If the Company does not regain compliance during
the Compliance Period, the Company may be eligible for an additional 180-day compliance period, subject to meeting the other continued
listing standards and providing written notice of its intent to cure the deficiency, including by effecting a reverse stock split, if
necessary.
The Nasdaq letter has no immediate effect on the
listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “NCRA.”
The Company is currently evaluating its options to regain compliance. There can be no assurance that the Company will regain compliance
with the Bid Price Rule.
Item 4.01. Changes in Registrant’s Certifying
Accountant.
On January 28, 2026 (the “Effective Date”),
the Board of Directors (the “Board”) of the Company approved the appointment of SFAI Malaysia PLT (“SFAI”), a
Public Company Accounting Oversight Board (PCAOB)-registered public accounting firm, as the Company’s independent registered public
accounting firm, effective immediately. SFAI was appointed to replace Enrome LLP (“Enrome”), the Company’s prior independent
registered public accounting firm. Enrome resigned as the Company’s independent registered public accounting firm as of the Effective
Date.
In its reports on the financial statements of
the Company for the fiscal years ended December 31, 2024 and December 31, 2023, filed with Amendment No. 2 to the Company’s Annual
Report on Form 10-K filed on June 20, 2025, Enrome did not contain an adverse opinion or disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s two most recent fiscal
years and the subsequent interim period through the Effective Date, there were no: (i) disagreements (as defined in Item 304(a)(1)(iv)
of Regulation S-K) with Enrome on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure; or (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
During the same periods, neither the Company nor
anyone acting on its behalf consulted with SFAI regarding the matters described in Item 304(a)(2) of Regulation S-K.
The Company provided Enrome with a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that
Enrome furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of Enrome’s letter
dated February 3, 2026 is filed as Exhibit 16.1 to this report.
Item 5.02. Compensatory Arrangements of Certain
Officers.
On the Effective Date, the Board approved a one-time
bonus for the Company’s Chief Executive Officer in connection with certain financing transactions entered into by the Company.
The Board authorized the payment of a bonus equal
to ten percent (10%) of the total net proceeds funded and available for use by the Company in connection with such financing transactions.
The bonus was approved in recognition of the CEO’s contributions to the structuring, negotiation, and completion of such transactions.
The Company’s officers were authorized to calculate and effectuate payment of the bonus in accordance with the Board’s approval
and applicable law.
Item 8.01. Other Events.
As previously disclosed in the Company’s
press release dated December 16, 2025 and its Form 8-K dated January 27, 2026, the Company announced its intention to allocate $2,000,000
of corporate funds to purchase Bitcoin as part of its corporate treasury strategy and completed the first $1,000,000 tranche of this allocation
on January 25, 2026.
On January 29, 2026, the Company completed the
remaining $1,000,000 tranche of this allocation through the purchase of approximately 12 Bitcoin at an average purchase price of approximately
$83,000 per Bitcoin.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| |
|
| 16.1 |
Letter from Enrome LLP dated February 3, 2026 |
| 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.
| |
NOCERA, INC. |
| |
|
| |
|
| Date: February 3, 2026 |
By: /s/ Andy Ching-An Jin |
| |
Name: Andy Ching-An Jin
Title: Chief Executive Officer |
