Nocera (NASDAQ: NCRA) investors back reverse split, 2B share authorization

Rhea-AI Filing Summary

Nocera, Inc. reported results of its 2025 annual stockholder meeting held virtually on January 12, 2026. As of the October 29, 2025 record date, 14,373,597 common shares were outstanding and entitled to vote, and 12,552,055 shares were represented, forming a quorum.

Stockholders elected five directors and ratified Enrome LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. They also approved, for Nasdaq Listing Rule 5635(d) purposes, potential issuances of common stock above 19.99% of outstanding shares upon conversion of Series B Convertible Non-Voting Preferred Stock and senior secured convertible notes, including at prices below the Nasdaq Minimum Price.

In addition, stockholders approved amendments to the Articles of Incorporation authorizing a reverse stock split of the issued and outstanding common stock at a ratio between 1-for-5 and 1-for-100, to be implemented at the Board’s discretion within the next year, and increasing authorized common shares from 200,000,000 to 2,000,000,000.

Positive

• None.

Negative

• Substantial increase in authorized shares and conversion approvals: Authorized common stock rose from 200,000,000 to 2,000,000,000, and stockholders approved potential issuances above 19.99% of outstanding shares upon conversion of Series B Convertible Non-Voting Preferred Stock and senior secured convertible notes at prices that may be below the Nasdaq Minimum Price, allowing significant potential dilution.
• Reverse stock split authorization with wide ratio range: Stockholders approved a reverse stock split of issued and outstanding common stock at a ratio between 1-for-5 and 1-for-100, to be implemented at the Board’s discretion within the next year, introducing the possibility of impactful changes to share count and trading price structure.

Insights

Equity Capital Structure Analyst

Nocera gained wide approval for major dilution-enabling actions.

The meeting shows strong participation, with 12,552,055 shares represented out of 14,373,597 outstanding as of the October 29, 2025 record date. All proposals passed with near-unanimous support, including director elections and auditor ratification, indicating broad alignment between management and voting stockholders in this context.

More importantly for capital structure, stockholders approved potential issuances of common stock above 19.99% of outstanding shares upon conversion of Series B Convertible Non-Voting Preferred Stock and senior secured convertible notes under a Securities Purchase Agreement dated October 31, 2025, even at prices below the Nasdaq Minimum Price. These approvals satisfy Nasdaq Listing Rule 5635(d) requirements and permit substantial future share issuance tied to those instruments.

Stockholders also authorized a reverse stock split in a range from 1-for-5 to 1-for-100, at the Board’s discretion within the next year, and increased authorized common shares from 200,000,000 to 2,000,000,000. Together, the large increase in authorized shares, reverse-split flexibility, and approved conversion-related issuances create scope for significant changes in share count and trading price mechanics, with actual impact depending on future Board decisions and conversions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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 12, 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 5.07 Submission of Matters to a Vote of Security Holders.

On January 12, 2026, Nocera, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which was conducted virtually.

As of the close of business on October 29, 2025, the record date as determined by the Company’s Board of Directors (the “Board”), there were 14,373,597 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote, with each share entitled to one vote.

At the Annual Meeting, 12,552,055 shares of the Company’s common stock were represented in person or by proxy, representing approximately 87.33% of the outstanding shares entitled to vote. The presence of these shares constituted a quorum pursuant to the Nevada Revised Statutes and the Company’s Amended and Restated Bylaws.

The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

1. Election of Directors:

The following five (5) nominees were elected to serve as directors of the Company until the next annual meeting of stockholders or until their successors are duly elected and qualified:

Name		Votes For				Withheld				Abstain				Broker Non-Votes
Andy Chin-An Jin			12,551,955				0				100				0
Sean Fislon			12,551,955				0				100				0
Hui-Ying Zhuang			12,551,955				0				100				0
Yiwen Zhang			12,551,955				0				100				0
Song-Yuan Teng			12,551,955				0				100				0

Because directors are elected by a plurality of the votes cast, votes “against” do not affect the outcome of the election. There were no broker non-votes with respect to the election of directors.

2. Ratification of Independent Registered Public Accounting Firm:

Stockholders voted on a proposal to ratify the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For			Votes Against			Abstentions
12,551,955			100			0

The proposal was approved.

3. Approval of Series B Convertible Preferred Stock Issuance (Nasdaq Listing Rule 5635(d)):  

Stockholders voted on a proposal, for purposes of complying with Nasdaq Listing Rule 5635(d), to approve the potential issuance of shares of the Company’s common stock upon conversion of the Company’s Series B Convertible Non-Voting Preferred Stock in excess of 19.99% of the Company’s issued and outstanding shares of common stock at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d).

2

Votes For			Votes Against			Abstentions
12,551,755			300			0

The proposal was approved.

4. Approval of Reverse Stock Split Amendment:  

Stockholders voted on a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at any time over the next year at a ratio in a range of not less than one-for-five (1:5) and not greater than one-for-one-hundred (1:100), with the final effective date and ratio to be determined by the Board in its discretion.

Votes For			Votes Against			Abstentions
12,551,753			302			0

The proposal was approved.

5. Approval of Authorized Share Increase:

Stockholders voted on a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 2,000,000,000.

Votes For			Votes Against			Abstentions
12,551,955			100			0

The proposal was approved.

6. Approval of Convertible Note Issuance (Nasdaq Listing Rule 5635(d)):

Stockholders voted on a proposal, for purposes of complying with Nasdaq Listing Rule 5635(d), to approve the potential issuance of shares of the Company’s common stock upon conversion of the senior secured convertible notes issued and issuable pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025, in excess of 19.99% of the Company’s issued and outstanding shares of common stock at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d).

Votes For			Votes Against			Abstentions
12,551,955			100			0

The proposal was approved.

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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: January 14, 2026	By: /s/ Andy Ching-An Jin
	Name: Andy Ching-An Jin Title: Chief Executive Officer

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FAQ

What did Nocera, Inc. (NCRA) stockholders vote on at the 2025 annual meeting?

Stockholders elected five directors, ratified Enrome LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025, approved several proposals related to potential share issuances under Nasdaq Listing Rule 5635(d), authorized a reverse stock split in a specified ratio range, and increased authorized common shares from 200,000,000 to 2,000,000,000.

How many Nocera (NCRA) shares were outstanding and represented at the annual meeting?

As of the October 29, 2025 record date, there were 14,373,597 shares of common stock outstanding and entitled to vote, and 12,552,055 shares were represented in person or by proxy at the annual meeting, constituting approximately 87.33% of the outstanding shares entitled to vote.

What reverse stock split did Nocera (NCRA) stockholders approve?

Stockholders approved an amendment to the Amended and Restated Articles of Incorporation authorizing a reverse stock split of issued and outstanding common stock at a ratio of not less than 1-for-5 and not greater than 1-for-100, with the final effective date and ratio to be determined by the Board in its discretion at any time over the next year.

How did Nocera (NCRA) change its authorized common shares?

Stockholders approved increasing the number of authorized shares of common stock from 200,000,000 to 2,000,000,000 through an amendment to the Amended and Restated Articles of Incorporation.

What Nasdaq Listing Rule 5635(d) approvals did Nocera (NCRA) obtain?

Stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), potential issuance of common stock in excess of 19.99% of issued and outstanding shares upon conversion of the Company’s Series B Convertible Non-Voting Preferred Stock and upon conversion of senior secured convertible notes issued and issuable under a Securities Purchase Agreement dated October 31, 2025, including at prices that may be less than the Nasdaq Minimum Price.

Who is Nocera’s (NCRA) independent registered public accounting firm for 2025?

Stockholders ratified the appointment of Enrome LLP as Nocera, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 12,551,955 votes for, 100 votes against, and 0 abstentions.

Were there broker non-votes on Nocera’s director elections?

There were no broker non-votes with respect to the election of directors. Directors are elected by a plurality of the votes cast, so votes against did not affect the outcome.