Nocera, Inc. Files 8-K: Accountant, Officer, and Director Changes

TL;DR

Nocera's 8-K drops: new accountant, execs out, new ones in. Big shakeup.

AI Summary

Nocera, Inc. filed an 8-K on October 16, 2024, reporting changes in its certifying accountant and the departure of directors or certain officers. The filing also covers the election of directors, appointment of certain officers, and compensatory arrangements for those officers. The earliest event reported in the filing was on October 10, 2024.

Why It Matters

Changes in certifying accountants and corporate officers can signal shifts in financial oversight or strategic direction, potentially impacting investor confidence and company operations.

Risk Assessment

Risk Level: medium — Changes in key personnel and auditors can indicate underlying issues or strategic shifts that may pose risks to the company's stability and future performance.

Key Players & Entities

• NOCERA, INC. (company) — Registrant
• October 10, 2024 (date) — Earliest event reported
• October 16, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NCRA The Nasdaq Stock Mark

Filing Documents

• nocera_8k.htm (8-K) — 35KB
• nocera_ex1601.htm (EX-16.1) — 2KB
• 0001683168-24-007176.txt ( ) — 213KB
• ncra-20241010.xsd (EX-101.SCH) — 3KB
• ncra-20241010_lab.xml (EX-101.LAB) — 33KB
• ncra-20241010_pre.xml (EX-101.PRE) — 24KB
• nocera_8k_htm.xml (XML) — 4KB

01 Changes in Company's Certifying

Item 4.01 Changes in Company's Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm On October 16, 2024, the auditor of Nocera, Inc. (the "Company"), Centurion ZD CPA & Co. ("CZD"), resigned as the Company's independent registered public accounting firm. CZD's audit report on the Company's financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles except that such audit report did include an explanatory paragraph regarding the Company's ability to continue as a going concern. During the Company's two most recent fiscal years, there were no disagreements with CZD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of CZD, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. We furnished a copy of this disclosure to CZD and requested CZD to furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above (b) Engagement of New Independent Registered Public Accounting Firm On October 16, 2024, the Company's Audit Committee approved, and the Company's Board of Directors (the "Board") ratified, the engagement of Enmore LLP (the "New Auditor"), and appointed the New Auditor as the Company's independent registered public accounting firm as of October 16, 2024. During the past two fiscal years ended December 31, 2022 and 2023, and the subsequent interim period through October 16, 2024, neither the Company nor anyone on the Company's behalf consulted with the New Auditor with respect to either (i)(a) the application of accounting

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. On October 16, 2024, the Board appointed Sean Filson to fill a vacancy on the Board. Mr. Filson will serve on the Board's Audit Committee and as Chairman of the Board's Compensation Committee. The vacancy on the Board filled by Mr. Filson was created as a result of the death of Thomas Steele on October 10, 2024, a former director of the Company. Mr. Steele's leadership and service to the Company were deeply appreciated, and he will be greatly missed by the Board and the Company. Mr. Filson is a seasoned business development leader with expertise in market strategy, brand development, finance, and global partnerships, including fluency in Mandarin Chinese, which the Board believes will greatly benefit the Company. There are no family relationships between Mr. Filson and any director or executive officer of the Company, and Mr. Filson is not a party to any related-party transactions that require disclosure under Item 404(a) of Regulation S-K. There are no compensatory arrangements or employment agreements between the Company and Mr. Filson at this time.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits The Company has determined that the financial statements and pro forma information under Items 9.01(a) and (b) are not required to be filed as exhibits to this Current Report on Form 8-K. (d) Exhibits Exhibit No. Description 16.1 Letter from Centurion ZD CPA & Co. regarding change in certifying accountant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: October 16, 2024 By: /s/ Andy Ching-An Jin Name: Andy Ching-An Jin Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR