Nasdaq warns Nocera (NCRA) over $(440,735) equity deficit and listing risk

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nocera, Inc. reported receiving a Nasdaq notice that it no longer meets the required $2.5 million minimum stockholders’ equity for continued listing on The Nasdaq Capital Market. The deficiency is based on its Form 10-K for the year ended December 31, 2025, which reported stockholders’ equity of $(440,735). Nocera also does not meet Nasdaq’s alternative continued listing standards based on market value of listed securities or net income from continuing operations. The company has 45 days, until June 1, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to demonstrate compliance. Nocera’s common stock will continue trading on The Nasdaq Capital Market under the symbol “NCRA” while it works on a compliance plan, but there is no assurance Nasdaq will accept the plan or that compliance will be regained.

Positive

None.

Negative

Nocera, Inc. is non-compliant with Nasdaq’s minimum stockholders’ equity requirement of $2.5 million, based on negative equity of $(440,735) as of December 31, 2025.
The company also fails Nasdaq’s alternative continued listing standards for market value of listed securities and net income from continuing operations, increasing delisting risk if compliance is not restored.

Insights

Nasdaq equity deficiency raises delisting risk for Nocera, with a short window to present a recovery plan.

Nocera, Inc. has fallen below Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million under Nasdaq Listing Rule 5550(b)(1). Its Form 10-K shows negative stockholders’ equity of $(440,735) as of December 31, 2025, and it also fails the alternative standards for market value and net income.

This places the company in a formal deficiency process. Nocera has 45 days, until June 1, 2026, to submit a remediation plan, and Nasdaq may allow up to 180 days from the notice date to evidence compliance. During this time, the shares continue to trade under symbol NCRA, but the filing explicitly notes there is no assurance that Nasdaq will accept the plan or that compliance will be regained.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Minimum stockholders’ equity requirement: $2.5 million Reported stockholders’ equity: $(440,735) Plan submission window: 45 days +1 more

4 metrics

Minimum stockholders’ equity requirement $2.5 million Nasdaq Capital Market continued listing threshold under Rule 5550(b)(1)

Reported stockholders’ equity $(440,735) As of December 31, 2025, per Form 10-K

Plan submission window 45 days Time from April 17, 2026 notice to June 1, 2026 to file compliance plan

Maximum extension period 180 days Potential Nasdaq extension from date of deficiency letter to evidence compliance

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, continued listing standards, Nasdaq Capital Market, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"no longer meets the minimum stockholders’ equity requirement of $2.5 million for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

continued listing standards regulatory

"does not currently meet the alternative continued listing standards of market value of listed securities or net income from continuing operations"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

Nasdaq Capital Market market

"minimum stockholders’ equity requirement of $2.5 million for continued listing on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Listing Qualifications Staff regulatory

"received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC"

Listing qualifications staff are the exchange employees who review and monitor whether a company meets the rules required to be listed on a stock exchange, similar to referees checking that players follow the game’s rules. They assess financial filings, corporate governance, and ongoing disclosures, and can flag problems, request corrective steps, or recommend suspension or delisting. Investors care because their determinations affect a company’s ability to trade publicly and can signal increased risk or regulatory trouble.

Understanding 8-K Material Events →

04/20/2026 - 04:30 PM

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): April 17, 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 April 17, 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 Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) , the Company no longer meets the minimum stockholders’ equity requirement of $2.5 million for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1). As reported in the Form 10-K, the Company had stockholders’ equity of $(440,735) and does not currently meet the alternative continued listing standards of market value of listed securities or net income from continuing operations.

Pursuant to Nasdaq Listing Rule 5810(c)(2), the Company has 45 calendar days, or until June 1, 2026, to submit a plan to regain compliance with the minimum stockholders’ equity requirement. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter to evidence compliance.

The Nasdaq letter has no immediate effect on the listing or trading of the Company’s common stock, par value $0.001 per share, which will continue to trade on The Nasdaq Capital Market under the symbol “NCRA.” The Company intends to timely submit a plan to regain compliance. There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance within any extension period granted.

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: April 20, 2026	By: /s/ Andy Ching-An Jin
	Name: Andy Ching-An Jin Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did Nocera (NCRA) receive a Nasdaq deficiency notice?

Nocera received the notice because its Form 10-K reported stockholders’ equity of $(440,735), below Nasdaq Capital Market’s $2.5 million minimum under Rule 5550(b)(1). The company also does not meet alternative standards based on market value or net income.

What Nasdaq listing rule is Nocera (NCRA) currently failing to meet?

Nocera is failing to meet Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity for continued listing on the Nasdaq Capital Market. Its latest Form 10-K instead reported negative equity of $(440,735).

How long does Nocera (NCRA) have to regain Nasdaq compliance?

Nocera has 45 calendar days from the April 17, 2026 notice, until June 1, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, the company could receive up to 180 days from the notice date to demonstrate compliance.

Will Nocera’s (NCRA) stock be immediately delisted from Nasdaq?

The notice has no immediate effect on trading. Nocera’s common stock will continue to trade on The Nasdaq Capital Market under symbol NCRA while it submits a compliance plan and, if accepted, works within any granted extension period.

What happens if Nasdaq does not accept Nocera’s compliance plan?

If Nasdaq does not accept the plan, or if Nocera fails to regain compliance within any extension, the company faces potential delisting from The Nasdaq Capital Market. The filing notes there is no assurance that Nasdaq will accept the plan or that compliance will be restored.

Filing Exhibits & Attachments

3 documents