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Nocera (NCRA) books loss on land sale but restores Nasdaq listing compliance

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nocera, Inc. completed the sale of approximately 231 acres of real property in Montgomery County, Alabama to non-affiliated buyers for $700,000 in cash. After seller settlement charges of approximately $42,175, the company received net cash proceeds of about $654,604. The land was sold in “as is” condition and, as of June 30, 2026, was carried on the balance sheet at a book value of approximately $877,870 within property and equipment. Nocera expects to recognize a loss on sale of about $178,000, before transaction costs, in the quarter ending September 30, 2026. The property was the company’s sole land holding and was not used in its primary fish trading and e-commerce operations conducted through Taiwan-based activities. Nocera intends to use the net proceeds for general corporate purposes and working capital.

Separately, Nasdaq Listing Qualifications staff notified Nocera on August 10, 2026 that, based on its Form 10-Q for the period ended June 30, 2026 showing stockholders’ equity of $5,435,030, the company now complies with Nasdaq Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3), which require at least $2.5 million in stockholders’ equity, or alternative thresholds. Nasdaq has closed the prior deficiency matter.

Positive

  • Nasdaq compliance restored: Stockholders’ equity of $5,435,030 now satisfies Nasdaq Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3), and the prior deficiency matter has been closed.
  • Non-core asset monetized: Sale of approximately 231 acres of non-operating land generated about $654,604 in net cash proceeds available for general corporate purposes and working capital.

Negative

  • Loss on land sale: The Alabama property had a book value of about $877,870 and sale proceeds of $700,000, leading to an expected pre-transaction-cost loss of approximately $178,000.

Insights

Analyzing...

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Land sale price $700,000 Cash consideration for approximately 231 acres in Montgomery County, Alabama
Net cash proceeds $654,604 Proceeds after approximately $42,175 in seller settlement charges
Seller settlement charges $42,175 Primarily real estate commissions and prorated property tax adjustments
Book value of property $877,870 Carrying value as of June 30, 2026 within property and equipment, net
Expected loss on sale $178,000 Estimated loss before transaction costs in quarter ending September 30, 2026
Stockholders’ equity $5,435,030 Equity as of June 30, 2026 used by Nasdaq to confirm compliance
Nasdaq equity requirement $2.5 million Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)
Land size 231 acres Approximate size of the Montgomery County, Alabama property sold
stockholders’ equity financial
"evidencing stockholders’ equity of $5,435,030, Staff has determined that the Company"
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.
Nasdaq Capital Market regulatory
"requirements for The Nasdaq Capital Market set forth in Listing Rules 5550(b)(1)"
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 Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3) regulatory
"regarding compliance with Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3)"
as is condition technical
"The Property was sold in “as is” condition, without representation or warranty"
property and equipment, net financial
"carried on the Company’s consolidated balance sheet at a book value as part of “Property and equipment, net.”"

FAQ

What asset did Nocera (NCRA) sell in this transaction?
Nocera sold approximately 231 acres of real property in Montgomery County, Alabama to non-affiliated individuals. The land was its sole land holding and was not used in its fish trading and e-commerce operations.

How much cash did Nocera (NCRA) receive from the land sale?
Nocera received aggregate cash consideration of $700,000 for the property and net cash proceeds of about $654,604 after approximately $42,175 in seller settlement charges such as real estate commissions and prorated property taxes.

What financial impact will the land sale have on Nocera (NCRA)?
As of June 30, 2026, the property’s book value was about $877,870, versus sale proceeds of $700,000. Nocera expects to recognize a loss on sale of approximately $178,000, before transaction costs, in the quarter ending September 30, 2026.

Is Nocera (NCRA) now in compliance with Nasdaq listing requirements?
Yes. Nasdaq staff determined Nocera complies with Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3) based on stockholders’ equity of $5,435,030 as of June 30, 2026, and the previous deficiency matter is closed.

What minimum thresholds do Nasdaq Listing Rules 5550(b)(1)-(3) require?
The rules require listed companies to maintain at least one of the following: $2.5 million in stockholders’ equity, a market value of listed securities of at least $35 million, or net income from continuing operations of at least $500,000.

How will Nocera (NCRA) use the proceeds from the land sale?
Nocera intends to use the approximately $654,604 in net cash proceeds from the disposition of the Alabama property for general corporate purposes and working capital, supporting its ongoing operations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001756180 TW 0001756180 2026-08-07 2026-08-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): August 7, 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:

 

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 2.01. Completion of Acquisition or Disposition of Assets.

 

On August 7, 2026, Nocera, Inc. (the “Company”) completed the sale (the “Disposition”) of approximately 231 acres of real property located in Montgomery County, Alabama (the “Property”) to Timothy Lowry Rudder and Catherine Leddy Rudder (collectively, the “Buyer”), individuals who are not affiliated with the Company. The Disposition was consummated pursuant to the terms of a purchase agreement between the Company and the Buyer (the “Purchase Agreement”).

 

The aggregate consideration received by the Company for the Property was $700,000 in cash. After deducting seller settlement charges of approximately $42,175 (consisting primarily of real estate commissions and prorated property tax adjustments), the Company received net cash proceeds of approximately $654,604. The Property was sold in “as is” condition, without representation or warranty, expressed or implied, regarding the condition of the Property.

 

As of June 30, 2026, the Property was carried on the Company’s consolidated balance sheet at a book value of approximately $877,870 as part of “Property and equipment, net.” As a result of the Disposition, the Company expects to recognize a loss on sale of approximately $178,000, before transaction costs, in the quarter ending September 30, 2026. The Property was the Company’s sole land holding and was not used in the Company’s primary business operations, which consist of fish trading and e-commerce, both of which are conducted through the Company’s Taiwan-based operations.

 

The Company intends to use the net proceeds from the Disposition for general corporate purposes and working capital.

 

The foregoing description of the Disposition and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

As previously disclosed, on April 17, 2026, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company did not comply with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market set forth in Nasdaq Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3) (collectively, the “Rule”). The Rule requires listed companies to maintain at least one of the following: (i) a minimum of $2.5 million in stockholders’ equity, (ii) a market value of listed securities of at least $35 million, or (iii) net income from continuing operations of at least $500,000.

 

On August 10, 2026, the Company received a letter from Nasdaq Staff (the “Compliance Letter”) stating that, based on the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, evidencing stockholders’ equity of $5,435,030, Nasdaq Staff has determined that the Company complies with the Rule and that the matter is now closed. A copy of the Compliance Letter is filed as Exhibit 99.1 to this Current Report on Form 8-K. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Purchase Agreement for the sale of approximately 231 acres of real property located in Montgomery County, Alabama, by and between Nocera, Inc. and Timothy Lowry Rudder and Catherine Leddy Rudder
99.1   Letter from Nasdaq Listing Qualifications to Nocera, Inc., dated August 10, 2026, regarding compliance with Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 2 

 

 

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: August 13, 2026 By: /s/ Andy Ching-An Jin
 

Name: Andy Ching-An Jin

Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

 

 

By Electronic Delivery to: andy.jin@nocera.net; rcarmel@srfc.law

 

August 10, 2026

 

Mr. Andy Ching-An Jin

Chief Executive Officer

Nocera, Inc.

3F (Building B), No. 185, Sec. 1, Datong Rd.

Xizhi Dist., New Taipei City 221, Taiwan, ROC

 

Re: Nocera, Inc. (the “Company”)
  Nasdaq Symbol: NCRA

 

Dear Mr. Jin:

 

On April 17, 2026, Staff notified the Company that it did not comply with the minimum $2.5 million stockholders’ equity, $35 million market value of listed securities, or $500,000 of net income from continuing operations requirements for The Nasdaq Capital Market set forth in Listing Rules 5550(b)(1), or 5550(b)(2), or 5550(b)(3) (collectively, the “Rule”). Based on the Company’s Form 10-Q for the period ended June 30, 2026, evidencing stockholders’ equity of $5,435,030, Staff has determined that the Company complies with the Rule, and this matter is now closed.

 

If you have any questions, please contact Wayne Bush, Listing Analyst, at +1 301 624 3072.

 

Thank you,

Nasdaq Listing Qualifications

Source: View Original Filing on SEC EDGAR

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