NOCERA, INC. 8-K

What Happened

• Nocera, Inc. (NCRA) filed an 8-K disclosing the outcomes of its 2025 Annual Meeting of Stockholders held virtually on January 12, 2026. As of the record date (October 29, 2025) there were 14,373,597 shares outstanding; 12,552,055 shares (≈87.33%) were represented, constituting a quorum.
• Shareholders elected five directors (Andy Chin-An Jin, Sean Fislon, Hui-Ying Zhuang, Yiwen Zhang, Song-Yuan Teng) and approved multiple corporate proposals including ratification of the independent auditor, approval related to potential issuances under Nasdaq Listing Rule 5635(d), a reverse stock split amendment, and an increase in authorized common shares.

Key Details

• Board election: All five nominees were elected. Vote tallies for each nominee: 12,551,955 For, 0 Withheld, 100 Abstain.
• Auditor ratification: Enrome LLP ratified as independent registered public accounting firm — 12,551,955 For, 100 Against, 0 Abstain.
• Nasdaq 5635(d) approvals: Stockholders approved (a) potential issuance of common stock on conversion of Series B Convertible Non‑Voting Preferred Stock and (b) potential issuance upon conversion of certain senior secured convertible notes that could exceed 19.99% of outstanding shares at a price potentially below the Nasdaq minimum — both approved (votes For were ~12,551,755–12,551,955; Against were 100–300).
• Reverse stock split and authorized shares: Approved an amendment to permit a reverse split at a ratio between 1-for-5 and 1-for-100 to be implemented by the Board within one year (vote ~12,551,753 For, 302 Against). Approved increasing authorized common shares from 200,000,000 to 2,000,000,000 (12,551,955 For, 100 Against).

Why It Matters

• These approvals give Nocera’s Board flexibility to restructure the share count (reverse split) and to issue significantly more shares, which can affect share liquidity, per‑share metrics, and potential dilution. The Nasdaq 5635(d) votes clear the way for future convertible issuances that could dilute current holders if converted, including at prices below Nasdaq minimums. Ratifying the auditor and electing directors confirm governance continuity. Investors should note the potential for dilution and corporate‑governance changes implied by these actions when evaluating ownership and share price impact.