Nocera Seeks Reverse Split, Share Increase to Bolster Nasdaq Compliance

TL;DR

**NCRA is gearing up for massive dilution and a reverse split to stay listed, so get out now before your shares are worthless.**

AI Summary

NOCERA, INC. (NCRA) is seeking shareholder approval for several critical measures at its 2025 Annual Meeting on January 12, 2026, to address potential Nasdaq listing compliance issues and facilitate future capital raises. Key proposals include electing five directors, ratifying Enrome LLP as the independent auditor for fiscal year 2025, and approving the potential issuance of common stock exceeding 19.99% of outstanding shares upon conversion of Series B Convertible Non-Voting Preferred Stock and senior secured convertible notes, which may occur at prices below the Nasdaq Minimum Price. The company also proposes an amendment to its Articles of Incorporation to effect a reverse stock split at a ratio between 1:5 and 1:100, and to increase the authorized shares of common stock from 200,000,000 to 2,000,000,000. These actions are crucial for NCRA to maintain its Nasdaq listing and provide flexibility for future financing, as indicated by the October 31, 2025 Securities Purchase Agreement.

Why It Matters

Nocera's proposed reverse stock split (1:5 to 1:100) is a clear signal of potential delisting risk from Nasdaq due to low share price, directly impacting investor confidence and liquidity. The massive increase in authorized shares from 200 million to 2 billion, coupled with approvals for dilutive conversions of Series B Preferred Stock and senior secured convertible notes below Nasdaq's minimum price, suggests significant future dilution for existing shareholders. This aggressive capital restructuring could provide the company with much-needed financial flexibility but at a substantial cost to current equity holders, potentially affecting employee stock options and customer perception of stability in a competitive market.

Risk Assessment

Risk Level: high — The company is proposing a reverse stock split between 1:5 and 1:100, a common tactic to avoid delisting from Nasdaq due to low share price, indicating significant financial distress. Furthermore, NOCERA, INC. is seeking approval to issue shares upon conversion of Series B Preferred Stock and senior secured convertible notes (dated October 31, 2025) in excess of 19.99% of outstanding common stock, potentially at prices below the Nasdaq Minimum Price, which will lead to substantial dilution for existing shareholders.

Analyst Insight

Investors should carefully evaluate the severe dilution risk from the proposed share issuances and the implications of a reverse stock split, which often precedes further price declines. Consider reducing or exiting positions given the high probability of significant shareholder value erosion and the company's precarious Nasdaq listing status.

Key Numbers

• 1:5 — Minimum reverse stock split ratio (Proposed minimum ratio for reverse stock split)
• 1:100 — Maximum reverse stock split ratio (Proposed maximum ratio for reverse stock split)
• 200,000,000 — Current authorized shares of common stock (Proposed to increase from this amount)
• 2,000,000,000 — Proposed authorized shares of common stock (Proposed new maximum authorized shares)
• 19.99% — Nasdaq Listing Rule 5635(d) threshold (Threshold for potential dilutive issuances requiring shareholder approval)
• 14,373,597 — Shares of common stock outstanding (As of November 3, 2025 record date)
• October 31, 2025 — Date of Securities Purchase Agreement (Relates to senior secured convertible notes)
• January 12, 2026 — Date of Annual Meeting (When shareholders will vote on proposals)
• November 3, 2025 — Record date for voting (Shareholders of record on this date can vote)
• December 31, 2025 — Fiscal year end (For which Enrome LLP is appointed auditor)

Key Players & Entities

• NOCERA, INC. (company) — Registrant seeking shareholder approvals
• Nasdaq (regulator) — Listing exchange with compliance rules
• Andy Ching-An Jin (person) — Chief Executive Officer and Director nominee
• Enrome LLP (company) — Independent registered public accounting firm
• Gerald H. Lindberg (person) — Director and Secretary
• Sean Filson (person) — Director nominee
• Hui-Ying Zhuang (person) — Director nominee
• Yiwen Zhang (person) — Director nominee
• Song-Yuan Teng (person) — Director nominee
• Securities and Exchange Commission (regulator) — Regulatory body for filings

FAQ

Risk Factors

• Nasdaq Listing Compliance [high — regulatory]: The company is seeking shareholder approval for several proposals to avoid potential delisting from Nasdaq. This includes approving the issuance of shares exceeding 19.99% of outstanding stock, which could occur at prices below the Nasdaq Minimum Price, and approving a reverse stock split and an increase in authorized shares. Failure to comply with Nasdaq listing rules could result in delisting, significantly impacting liquidity and investor confidence.
• Dilutive Share Issuances [high — financial]: The company plans to issue shares upon conversion of Series B Convertible Non-Voting Preferred Stock and senior secured convertible notes. These issuances may exceed 19.99% of outstanding common stock and could be at prices below the Nasdaq Minimum Price. This potential dilution could significantly reduce the ownership percentage of existing shareholders and depress the stock price.
• Reverse Stock Split and Share Increase [medium — financial]: To meet Nasdaq's minimum bid price requirement and provide flexibility for future financing, the company proposes a reverse stock split (1:5 to 1:100) and an increase in authorized common stock from 200,000,000 to 2,000,000,000. While necessary for compliance, these actions can be perceived negatively by the market and may not guarantee future success.
• Dependence on External Financing [medium — operational]: The company's proposals, particularly the increase in authorized shares and potential dilutive issuances, indicate a reliance on future capital raises. The success of these financing efforts is critical for the company's operations and growth, and any inability to secure funding could have severe consequences.

Industry Context

Nocera, Inc. operates in a highly competitive and rapidly evolving market. Companies in this sector often face pressure to maintain compliance with exchange listing requirements, manage share price volatility, and secure adequate funding for growth and operations. The need for reverse stock splits and increased authorized shares suggests the company is navigating challenges common to smaller, growth-oriented companies seeking to meet stringent regulatory and financial benchmarks.

Regulatory Implications

The primary regulatory implication for Nocera, Inc. stems from Nasdaq listing rules. The company must secure shareholder approval for actions that could lead to significant dilution or occur at prices below the minimum bid requirement to avoid delisting. Failure to comply could result in the stock trading on over-the-counter markets, severely impacting liquidity and investor access.

What Investors Should Do

1. Review the details of Proposals 3, 4, and 5 carefully to understand the potential impact of share issuances, reverse stock splits, and increased authorized shares on your investment.
2. Consider the company's stated rationale for these proposals, which is to maintain Nasdaq compliance and facilitate future financing, and assess the associated risks and benefits.
3. Evaluate the potential dilutive effects of converting preferred stock and convertible notes, especially if conversions occur at prices below the Nasdaq Minimum Price.
4. Vote on the election of directors (Proposal 1) and the ratification of the independent auditor (Proposal 2) as outlined in the proxy statement.

Key Dates

• 2026-01-12: Annual Meeting of Shareholders — Shareholders will vote on critical proposals, including director elections, auditor ratification, and share issuances/amendments necessary for Nasdaq compliance and future financing.
• 2025-10-31: Securities Purchase Agreement — This agreement relates to the issuance of senior secured convertible notes, a key component of the company's financing strategy and a driver for the proposed share issuance approval.
• 2025-11-03: Record Date for Voting — Shareholders of record on this date are eligible to vote at the January 12, 2026 Annual Meeting.
• 2025-12-31: Fiscal Year End — This is the fiscal year for which Enrome LLP is proposed to be appointed as the independent auditor.

Glossary

DEF 14A

A proxy statement filing with the U.S. Securities and Exchange Commission (SEC) that provides shareholders with information about matters to be voted on at an annual or special meeting. (This document outlines the proposals shareholders will vote on, including those critical for NCRA's Nasdaq listing.)

Nasdaq Minimum Price

The minimum bid price per share required by Nasdaq for continued listing, typically $1.00. (NCRA's potential share issuances may occur below this price, necessitating shareholder approval under Nasdaq Listing Rule 5635(d).)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the share price. (NCRA is proposing a reverse stock split to help meet Nasdaq's minimum bid price requirement.)

Series B Convertible Non-Voting Preferred Stock

A class of preferred stock that can be converted into common stock but does not carry voting rights. (The conversion of this stock is a potential source of share issuance that requires shareholder approval due to its dilutive nature.)

Nasdaq Listing Rule 5635(d)

A Nasdaq rule requiring shareholder approval for the issuance of securities in connection with certain acquisitions or in amounts that could result in a 20% or greater dilution of the current shares outstanding, especially if issued at a price below the market price. (NCRA is seeking approval under this rule for potential issuances related to convertible securities and notes.)

Year-Over-Year Comparison

This filing is a DEF 14A, a proxy statement, not an annual report (10-K) or a previous proxy statement. Therefore, a direct comparison of key financial metrics like revenue growth or margin changes to the prior year is not possible from this document alone. However, the proposals themselves indicate a shift in strategy, focusing on compliance and financial restructuring rather than immediate operational growth metrics.

Key Financial Figures

• $0.001 — e Non-Voting Preferred Stock, par value $0.001 per share (the "Series B Preferred Stoc

Filing Documents

• nocera_def14a.htm (DEF 14A) — 314KB
• noceralogo.jpg (GRAPHIC) — 12KB
• 0001683168-25-008653.txt ( ) — 700KB
• ncra-20260105.xsd (EX-101.SCH) — 3KB
• ncra-20260105_def.xml (EX-101.DEF) — 5KB
• ncra-20260105_lab.xml (EX-101.LAB) — 81KB
• ncra-20260105_pre.xml (EX-101.PRE) — 60KB
• nocera_def14a_htm.xml (XML) — 4KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 22 PROPOSAL No. 2: RATIFICATION OF APPOINTMENT OF AUDITORS 22 PROPOSAL No. 3: APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE COMPANY'S SERIES B CONVERTIBLE NON-VOTING PREFERRED STOCK 24 PROPOSAL No. 4: APPROVAL OF AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT 26 PROPOSAL No. 5: APPROVAL OF AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK 27 PROPOSAL No. 6: APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE SENIOR SECURED CONVERTIBLE NOTES ISSUED AND ISSUABLE PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 31, 2025 28 OTHER VOTING MATTERS 29 CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 29 SHAREHOLDER PROPOSALS AND NOMINATION PROCEDURES 30 DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS 30 ANNUAL REPORT ON FORM 10-K 30 OTHER MATTERS 31 VIRTUAL ACCESS TO THE ANNUAL MEETING 31 iii PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS SUMMARY INFORMATION To assist you in reviewing this meeting's proposals, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement in full. Summary of Shareholder Voting Matters Proposal For More Information Board of Directors Recommendation Item 1 : Election of five directors, Andy Ching-An Jin, Sean Filson, Hui-Ying Zhuang, Yiwen Zhang and Song-Yuan Teng, each to hold office until our Annual Meeting of Shareholders to be held in 2026 and until their respective successor is duly elected and qualified; and Page

: Approval of an amendment to the Company's Amended and Restated Articles

Item 4: Approval of an amendment to the Company's Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company's issued and outstanding common stock at any time over the next year at a ratio in the range of not less than one-for-five (1:5) and not greater than one-for-one-hundred (1:100), with the final ratio to be determined by the Board in its discretion. Page 26 FOR Item 5: Approval of an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 2,000,000,000. Page 27 FOR Item 6: Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the potential issuance of shares of common stock upon conversion of the senior secured convertible notes issued and issuable pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025, in excess of 19.99% of the issued and outstanding shares of common stock at a price that may be less than the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)). Page 28 FOR 1 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Q: Why did I receive a Notice of Internet Availability of Proxy Materials? A: In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to deliver this proxy statement and our 2024 Annual Report which consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was originally filed with the SEC on May 6, 2025 and subsequently amended on June 4, 2025, and June 20, 2025 (the "2024 Annual Report"), to the majority of our shareholders online in lieu of mailing printed copies of these materials to each of our shareholders (the "Notice Process"). If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice prov

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