エドガーで原本を確認する
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): May 7, 2025
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. ◻ On May 7, 2025, Nocera, Inc. (the “Company”) received written confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
|
|
Item 8.01. Other Events.
As previously disclosed in the Company’s Current Report on Form 8-K filed on April 28, 2025, the Company received a notification from Nasdaq on April 24, 2025, indicating that the Company was not in compliance with Listing Rule 5250(c)(1) due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The Company filed the Form 10-K with the SEC on May 6, 2025. As a result of such filing, Nasdaq has confirmed that the Company had regained compliance with Listing Rule 5250(c)(1), and the matter is now closed.
A copy of Nasdaq’s compliance letter, dated May 7, 2025, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company also issued a press release regarding the foregoing on May 8, 2025, which is furnished as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Letter from Nasdaq to Nocera, Inc., dated May 7, 2025 |
| 99.2 | Press release issued by Nocera, Inc., dated May 8, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
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: May 8, 2025 | By: /s/ Andy Ching-An Jin |
|
Name: Andy Ching-An Jin Title: Chief Executive Officer |
|
|
|
Exhibit 99.1
Exhibit 99.2
For Immediate Release
Nocera, Inc. Regains Compliance with Nasdaq Filing Requirements
TAIPEI, TAIWAN / ACCESSWIRE / May 8, 2025 / Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), an industry-agnostic, acquisition-focused company, today announced that it has received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1).
On April 24, 2025, the Company received a notice from Nasdaq stating it was not in compliance with Listing Rule 5250(c)(1) due to its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The Company filed the Form 10-K on May 6, 2025 with the Securities Exchange Commission and Nasdaq has confirmed that the matter is now closed.
About Nocera, Inc.
Nocera (NASDAQ: NCRA) is a dynamic, industry-agnostic, acquisition-focused company dedicated to identifying and acquiring businesses that demonstrate strong core values and exceptional business acumen. With a strategic focus on fostering growth and creating long-term value, Nocera seeks to partner with companies that align with its vision for success. To learn more about Nocera and its approach, please visit the company’s official website at www.nocera.company.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are inherently subject to risks and uncertainties. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties. These risks and uncertainties include, but are not limited to, general economic and business conditions, the Company’s ability to execute its growth strategy, maintain compliance with Nasdaq listing standards, and respond to market conditions, competition, changes in methods of marketing, delays in manufacturing or distribution, changes in customer order patterns, changes in customer offering mix, and various other factors beyond the Company’s control. Readers are encouraged to read the risk factors included in our annual reports and quarterly reports we file with the Securities and Exchange Commission. Actual events or results may differ materially from those described in this press release due to any of these factors. Nocera is under no obligation to update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Company Contact:
Hanover International, Inc.
Jh@hanoverintlinc.com