Form 8-K NOCERA, INC. For: Apr 17
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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: None
| 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 3.01. 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 of $2.5 million for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1). As reported in the Form 10-K, the Company had stockholders’ equity of $(440,735) and does not currently meet the alternative continued listing standards of market value of listed securities or net income from continuing operations.
Pursuant to Nasdaq Listing Rule 5810(c)(2), the Company has 45 calendar days, or until June 1, 2026, to submit a plan to regain compliance with the minimum stockholders’ equity requirement. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter to evidence compliance.
The Nasdaq letter has no immediate effect on the listing or trading of the Company’s common stock, par value $0.001 per share, which will continue to trade on The Nasdaq Capital Market under the symbol “NCRA.” The Company intends to timely submit a plan to regain compliance. There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance within any extension period granted.
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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: April 20, 2026 | By: /s/ Andy Ching-An Jin |
|
Name: Andy Ching-An Jin Title: Chief Executive Officer |
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ATTACHMENTS / EXHIBITS
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