Nocera sells land, regains Nasdaq compliance
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.
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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...
8-K Event Classification
Key Figures
Key Terms
stockholders’ equity financial
Nasdaq Capital Market regulatory
Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3) regulatory
as is condition technical
property and equipment, net financial
FAQ
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What asset did Nocera (NCRA) sell in this transaction?
How much cash did Nocera (NCRA) receive from the land sale?
What financial impact will the land sale have on Nocera (NCRA)?
Is Nocera (NCRA) now in compliance with Nasdaq listing requirements?
What minimum thresholds do Nasdaq Listing Rules 5550(b)(1)-(3) require?
How will Nocera (NCRA) use the proceeds from the land sale?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported):
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| The |
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