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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. On May 22, 2026, Nocera, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with a certain institutional investor (the “Investor”), pursuant to which the Company has the right, but not the obligation, to issue and sell to the Investor, from time to time during a 24-month commitment period commencing on the date of the EPFA, up to $100,000,000 in aggregate amount of newly issued shares (the “Advance Shares”) of the C…
Other Events. On May 18, 2026, Nocera, Inc. (the “Company”) entered into a Strategic Advisory Agreement (the “Agreement”) with Phoenix MGMT & Consulting LLC (“Phoenix”), a Delaware limited liability company, pursuant to which Phoenix will provide the Company with strategic advisory and execution support services on a non-exclusive basis. The initial term of the Agreement is ninety (90) days, subject to extension by mutual written agreement of the parties. Either party may terminate the Agreem…
Unregistered Sales of Equity Securities. The information set forth in
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…
Compensatory Arrangements of Certain Officers. On the Effective Date, the Board approved a one-time bonus for the Company’s Chief Executive Officer in connection with certain financing transactions entered into by the Company. The Board authorized the payment of a bonus equal to ten percent (10%) of the total net proceeds funded and available for use by the Company in connection with such financing transactions. The bonus was approved in recognition of the CEO’s contributions to the structuri…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 2, 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 closing bid price of the Company’s common stock for the 30 consecutive business day period from December 17, 2025 through January 30, 2026, the Company no longer meets the minimum bid price requirement of…
Changes in Registrant’s Certifying Accountant. On January 28, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of the Company approved the appointment of SFAI Malaysia PLT (“SFAI”), a Public Company Accounting Oversight Board (PCAOB)-registered public accounting firm, as the Company’s independent registered public accounting firm, effective immediately. SFAI was appointed to replace Enrome LLP (“Enrome”), the Company’s prior independent registered public accounting firm. Enro…
Completion of Acquisition or Disposition of Assets. Closing of Meixin Transaction On December 1, 2025, Nocera, Inc. (the “Company”) entered into an Equity Transfer Agreement (the “Equity Transfer Agreement”) with Yinuo Investment Consulting Co., Limited (the “Buyer”), pursuant to which the Company agreed to sell eighty percent (80%) of its variable interest entity equity interests in Meixin Institutional Food Development Co., Ltd., a Taiwan corporation engaged in the food processing and cater…
Entry into a Material Definitive Agreement. On December 1, 2025, Nocera, Inc. (the “Investor”) entered into a Stock Purchase Agreement (the “Agreement”) with LONGWOOL (the “Company”), a French corporation (société par actions simplifiée, or SAS), pursuant to which the Investor agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, a number of equity securities newly issued by the Company representing 35% of the Company’s outstanding equity (the “Shares”…
Entry into a Material Definitive Agreement. On December 1, 2025, Nocera, Inc. (the “Company”) entered into an Equity Transfer Agreement (the “Agreement”) with Yinuo Investment Consulting Co., Limited, a limited company organized under the laws of Hong Kong (the “Buyer”). Under the Agreement, the Company agreed to sell, assign, and transfer to the Buyer eighty percent (80%) of the Company’s variable interest entity equity interests in Meixin Institutional Food Development Co., Ltd., a Taiwan c…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported in the Current Report on Form 8-K filed on November 3, 2025 (the “Initial 8-K”) by Nocera, Inc. (the “Company”), on October 31, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”) providing for the issuance of senior secured convertible notes in an aggregate pri…
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. On October 31, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000 (the…
Unregistered Sales of Equity Securities. The issuance and sale of the Notes and the issuance of the Conversion Shares upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be made in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented to the Company that it is an “accredited investor” as defined…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 2, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the “Company”) entered into employment agreements with Mr. Andy Jin and Mr. Andrew Teng. Pursuant to Mr. Jin’s employment agreement, Mr. Jin will serve as the Company’s Chief Executive Officer, and pursuant to Mr. Teng’s employment agreement, Mr. Teng will serve as the Company…
Unregistered Sales of Equity Securities. The issuance and sale of the Series B Preferred Stock at the Initial Closing was made, and the issuance and sale of the additional shares of Series B Preferred Stock and Conversion Shares will be made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public off…
Entry into a Material Definitive Agreement. On August 29, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, up to 13,500 shares of the Company’s newly-designated Series B Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Series B Prefer…
Entry into a Material Definitive Agreement. On June 5, 2025, Nocera, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement with Tachyonext Inc., a Delaware corporation (“Tachyonext”), pursuant to which the Company agreed to purchase 1,750 shares of Tachyonext’s common stock for an aggregate purchase price of $500,000, or approximately $285.71 per share. The closing of the transaction is expected to occur on or before June 30, 2025, subject to the satisfaction of…
Completion of Acquisition or Disposition of Assets. On June 5, 2025, the Company entered into an Equity Transfer Agreement to sell 100% of its equity interest in Hangzhou SY Culture Media Co., Ltd., a subsidiary organized in the People’s Republic of China, to Yuechi Technology Limited, a Hong Kong limited company, for total consideration of $550,000. The purchase price is payable in three installments: $180,000 within seven (7) business days of execution, $180,000 within fourteen (14) busines…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 24, 2025, Nocera, Inc. (the “Company”) received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The letter has no immediate effect on the listing of the Company’s common stoc…
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On April 3, 2025, the Board of Directors (the “Board”) of Nocera, Inc. (the “Company”), after discussion with management and in consultation with the Company’s independent registered public accounting firm, concluded that the unaudited interim consolidated financial statements for the quarterly periods ended March 31, 2024, June 30, 2024, and September 30, 2024 (collectively, the “Res…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 15, 2025, Nocera, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between November 29, 2024 through January 14, 2025, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued list…
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