8-K - NCRA - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM

8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 24, 2025

NOCERA,

INC.

(Exact name of registrant as specified in charter)

Nevada	001-41434	16-1626611
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

3F(Building B), No. 185, Sec. 1, Datong Rd., XizhiDist. , 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<br> Stock, par value $0.001 per share	NCRA	The Nasdaq<br> 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. ◻

Item 3.01. Notice of Delisting or Failure toSatisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 24, 2025, Nocera, Inc. (the “Company”) received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The letter has no immediate effect on the listing of the Company’s common stock, which will continue to trade on Nasdaq under the symbol “NCRA”.

Under Nasdaq rules, the Company has sixty (60) calendar days from the date of the notice to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, it may grant an extension of up to 180 calendar days from the original due date of the Form 10-K, or until October 13, 2025, to file the Form 10-K and regain compliance.

The Company is working diligently to complete the Form 10-K and intends to submit a compliance plan within the required timeframe. The Company intends to file the Form 10-K as soon as practicable to regain compliance with Nasdaq’s continued listing requirements.

A copy of the Company’s press release announcing receipt of the Nasdaq notification is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial

Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 28, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 28, 2025	By: /s/ Andy Ching-An Jin
	Name: Andy Ching-An Jin<br><br> <br>Title: Chief Executive Officer

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Exhibit 99.1

Nocera, Inc.Receives Nasdaq Notice Due to Delay in

Filing 2024 AnnualReport

Taipei, Taiwan - (April 28, 2025)

Nocera, Inc., a Nevada corporation (NASDAQ: NCRA) (“Nocera” or the “Company”), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (“RASs”), today announced that it received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) dated April 24, 2025, notifying the Company that, because it has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form10-K”), it is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission (the “SEC”).

Under Nasdaq rules, Nocera has sixty (60) calendar days to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant the Company an extension of up to 180 calendar days from the original due date of the Form 10-K, or until October 13, 2025, to file the Form 10-K and regain compliance.

The notification has no immediate effect on the listing of the Company’s common stock, which will continue to trade on Nasdaq under the symbol “NCRA” during this period.

The Company is working diligently to complete the Form 10-K and intends to submit a compliance plan within the required timeframe. Nocera is committed to filing the Form 10-K as soon as practicable to maintain compliance with Nasdaq’s continued listing requirements.

About Nocera, Inc.

Nocera (NASDAQ: NCRA) is a fully integrated sustainable seafood company that provides land-based recirculatory aquaculture systems (RASs) for both fresh and saltwater fish and invests in fish farms by building high-tech RAS facilities. The Company’s main business operations consist of the design, development, and production of large-scale RAS fish tank systems, along with expert consulting, technology transfer, and aquaculture project management services for new and existing aquaculture operators. For more information, please visit the Company’s website at https://www.nocera.company/.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this press release, including those regarding the Company’s plans to regain compliance with Nasdaq listing standards, the timing of the Company’s Form 10-K filing, and the Company’s future business prospects, are forward-looking statements. These statements are based on current expectations, assumptions, and projections and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ include, without limitation, the risk that the Company may be unable to timely file its Form 10-K, or may be unable to regain compliance with Nasdaq’s continued listing standards. Additional risks and uncertainties are discussed in the Company’s filings with the SEC. The Company disclaims any obligation to update or revise these forward-looking statements except as required by law.

Company Contact:

Hanover International, Inc.

Jh@hanoverintlinc.com