Every 8-K that Nocera, Inc. (NCRA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NCRA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NCRA filings page.
Nocera, Inc. (NCRA) entered into a two-year Consulting Agreement with Chien-Hua Tseng, effective August 17, 2026, for strategic advisory services on artificial intelligence module technology, product roadmap, market positioning, and related corporate decisions. As equity consideration, Nocera issued 50,000 shares of common stock on August 17, 2026 and may issue another 50,000 shares on August 17, 2027, conditional on continued service. Each tranche is fully vested upon issuance and carries no exercise price.
Nocera also executed a two-year Employment Agreement with Shun-Chih Chuang, who will serve as Chief Financial Officer. Mr. Chuang will receive an annual salary of $84,000, payable in equal monthly installments, plus 100,000 unregistered shares of common stock each year during the term, with the first 100,000 shares issued at signing and the second 100,000 issuable at the start of year two, subject to customary transfer restrictions. Both agreements include flexible termination rights and standard protective covenants such as confidentiality and non-solicitation.
Nocera, Inc. reported that its previously issued consolidated financial statements for the years ended December 31, 2024 and 2025, and interim periods in 2025, should no longer be relied upon due to errors that required restatement. After reassessing accounting conclusions and supporting documentation with its independent auditor, management identified multiple adjustments under U.S. GAAP.
Key changes include a reduction of $1,351,703 in goodwill for 2024, lowering goodwill from $2,077,728 to $726,025, balance sheet reclassifications and write-offs of accounts receivable ($102,568), prepaid expenses ($497,317), property and equipment ($66,015), and other non-current assets ($349). Additional income tax payable of about $110,669 and lease-related right-of-use assets of $43,453 with corresponding current and non-current lease liabilities of $6,652 and $8,511 were recognized. Accumulated losses as of December 31, 2024 increased by approximately $2,096,572, partially offset by $11,603 of additional accumulated other comprehensive income. For 2025, previously reported net sales decreased by about $2,597,349, with offsetting cost and discontinued-operations reclassifications, so total net loss for 2024 and 2025 remained unchanged. The company links these errors to existing material weaknesses in internal control over financial reporting and is implementing remedial measures.
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.
Nocera, Inc. entered into a series of variable interest entity agreements with Chien-Hua Tseng and QMAX Technology Co., Ltd. to obtain a controlling interest linked to Tseng’s 30% equity stake in QMAX. The company issued 300,000 restricted common shares valued at $1.36 each, for an equity consideration of $408,000, with no cash paid. Through voting proxies, an equity pledge, an exclusive call option and an exclusive business cooperation agreement, Nocera gains voting, economic and operational control while legal title to the shares remains with the seller; these agreements run for an initial ten-year term with automatic one-year renewals.
Separately, Nocera received a default notice on a senior secured convertible promissory note originally issued for $8,000,000. The company failed to pay all Alternate Conversion Floor Amounts, leaving $6,029,495 outstanding as of the notice. The collateral agent seized assets in a blocked custodial account and applied about $4,658,686 toward the obligation, after which the investor asserts approximately $1,370,809 remains owed. Nocera and the investor are discussing potential resolution, including a possible waiver, but there is no assurance of an agreement.
Nocera also received confirmation from Nasdaq that it has regained compliance with Listing Rule 5550(a)(2) after the stock maintained a closing bid of at least $1.00 per share for 15 consecutive business days from July 7 through July 27, 2026. QMAX, an authorized Micron/Crucial distributor, generated approximately US$1.36 million in fiscal 2025 revenue, nearly tenfold growth since fiscal 2023, and is intended to support Nocera’s AI data center and infrastructure strategy.
Nocera, Inc. reported two major corporate actions. First, it entered into a letter of intent to acquire up to 9.99% of the equity of INERGX Energy Optimisation Ltd, with consideration in cash and Nocera common stock, subject to due diligence and definitive agreements. The letter of intent allows various deal structures and uses a reference-price/VWAP collar for any stock issued, and it expires after 90 days unless extended or superseded.
Second, Nocera implemented a 1-for-30 reverse stock split of its common stock, effective July 6, 2026. Issued and outstanding shares were reduced from 46,495,187 to 1,549,956, with cash paid in lieu of fractional shares and proportional adjustments to options, warrants, RSUs and plan reserves. The company states the split is intended to help satisfy Nasdaq’s minimum bid requirement and support its transformation into a diversified technology holding company.
Nocera, Inc. entered into an Equity Purchase Facility Agreement giving it the right, over a 24‑month period, to sell up to $100,000,000 of newly issued common shares to an institutional investor at prices set by future advance notices. Investor ownership is capped at 4.99% of outstanding stock, with the option to increase this limit to 9.99%, and total issuance under the facility is limited to 19.99% of shares outstanding on the agreement date unless stockholders approve more. Nocera also granted the investor registration rights to resell the shares and amended a prior Securities Purchase Agreement to clarify that future note proceeds may be used for general corporate and working capital needs, acquisitions, investments, and other lawful corporate purposes while continuing to restrict use for debt repayment, buybacks, related‑party payments, and most litigation settlements.
Nocera, Inc. entered into a Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC, under which Phoenix will provide strategic advisory and execution support on a non-exclusive basis for an initial 90-day term. Either party may terminate the arrangement for an uncured material breach after a 15-day notice period.
Compensation includes a $150,000 initial retainer for the first 30 days, then $50,000 per month, plus $50,000 in restricted common shares each quarter, priced using the five-day volume-weighted average price before issuance. Phoenix may also receive a 5% fee on qualifying transactions, half in cash and half in common stock. The shares issued to Phoenix are unregistered and rely on the Section 4(a)(2) exemption, and Phoenix represents it is an accredited investor.
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.
Nocera, Inc. reported that Nasdaq has notified the company its stock no longer meets the $1.00 minimum bid price requirement, triggering a 180‑day compliance period ending August 3, 2026. The shares continue trading on the Nasdaq Capital Market under the symbol NCRA while the company evaluates options.
The board replaced prior auditor Enrome LLP with SFAI Malaysia PLT, noting Enrome’s past reports contained no adverse opinions and there were no disagreements or reportable events. Directors also approved a one‑time bonus for the CEO equal to 10% of total net proceeds from certain financing transactions.
Nocera completed its previously announced $2,000,000 Bitcoin treasury allocation by purchasing the remaining $1,000,000 tranche on January 29, 2026, acquiring approximately 12 Bitcoin at an average price of about $83,000 per Bitcoin.
Nocera, Inc. has begun implementing a previously announced plan to use part of its cash to buy Bitcoin for its corporate treasury. The company allocated $2,000,000 for this strategy.
On January 25, 2026, Nocera completed the first $1,000,000 tranche by purchasing approximately 11 Bitcoin at an average price of about $87,125 per Bitcoin. The company plans to purchase the remaining amount at a later time, subject to market conditions.
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.
Nocera, Inc. (NCRA) completed an initial closing under its securities purchase agreement, issuing a senior secured convertible note with principal of $8,000,000 for a purchase price of $7,280,000.
The note carries 9% annual interest, payable monthly in arrears, and matures on November 3, 2027. Upon an event of default, the interest rate increases to 18%. Conversion into common shares uses the lower of: (i) the lower of $2.01 and the 5‑day average closing price before closing, or (ii) 93% of the lowest 10‑day VWAP before the conversion date, subject to a Floor Price and Nasdaq rules.
The note ranks senior to other indebtedness (with stated exceptions) and is secured by a first‑priority security interest in substantially all assets purchased or acquired with the note proceeds, under a Pledge and Security Agreement and an Account Control Agreement dated November 3, 2025. Conversions are limited by a 4.99% Beneficial Ownership Limitation, adjustable up to 9.99% effective on the 61st day after notice. The transaction was made to an accredited investor under Reg D Rule 506(b).
Nocera, Inc. entered a Securities Purchase Agreement for senior secured convertible notes of up to $300,000,000. The company expects an initial note with $8,000,000 principal for a $7,280,000 purchase price at the initial closing, subject to conditions. The notes carry 9% annual interest, payable monthly, mature in 24 months, and default interest increases to 18%.
Conversion is priced at the lower of the prior-close/five-day average at closing or 93% of the lowest 10-day VWAP before conversion, but not below a Floor Price and subject to Nasdaq limits. The notes rank senior and are secured by a first‑priority lien on assets purchased with note proceeds. Conversions are capped by a 4.99% Beneficial Ownership Limitation, adjustable up to 9.99% effective on day 61 after notice.
During the Covenant Period, Variable Rate Transactions require the Investor’s written consent, and the Investor may participate in up to 25% of equity or equity‑linked financings until the later of the second anniversary or the last closing date. Nocera will seek stockholder approval within 60 days to permit share issuance under Nasdaq rules and to increase authorized capital to 2 billion shares, and will file a Form S‑3 within 30 days (target effectiveness in 90 days) to register resale of conversion shares. Curvature Securities LLC acted as placement agent; A.G.P./Alliance Global Partners was advisor.
Nocera, Inc. filed a Form 8-K reporting the execution of two employment agreements dated September 2, 2025 with Andy Jin and Andrew Teng. The filing identifies the company's common stock (ticker NCRA) traded on The Nasdaq Stock Market. The report lists Exhibits 10.1 and 10.2 as the two employment agreements and Exhibit 104 as the cover page interactive data file. The document is signed by Andy Ching-An Jin and filed on September 3, 2025. No financial terms, roles, or additional transaction details are included in the provided content.
Nocera, Inc. disclosed a material corporate financing event in an 8-K, attaching the governing documents for a new Series B Convertible Non-Voting Preferred Stock and related investor agreements. The filing includes the Certificate of Designation establishing the preferred series, a Securities Purchase Agreement between the company and an investor, and a Registration Rights Agreement that governs resale registration rights. These exhibits indicate the company is issuing preferred equity and documenting investor subscription and registration terms; specific economic terms, investor identity, and share counts are not included in the provided text.