NOCERA, INC. SEC Filing Summary

NOCERA, INC. recently disclosed several pivotal developments in an 8-K filing that demand investor attention. These events, spanning late January and early February 2026, reveal a company grappling with financial pressures while simultaneously charting new strategic courses.

Key Developments at a Glance:

• Nasdaq Delisting Warning: Nasdaq notified NOCERA that its stock price fell below the minimum $1.00 bid price.
• CEO Bonus & Financing: The CEO received a substantial bonus for securing new company financing.
• Strategic Bitcoin Investment: NOCERA invested $2 million in Bitcoin, incorporating digital assets into its cash management strategy.
• Auditor Change: The company appointed a new independent accounting firm.

Detailed Breakdown of Events:

1. Nasdaq Delisting Warning (February 2, 2026): On February 2, 2026, NOCERA received a formal warning from Nasdaq. Its common stock traded below the minimum $1.00 bid price for 30 consecutive business days, from December 17, 2025, to January 30, 2026. This triggers a compliance period. NOCERA now has 180 calendar days, until August 3, 2026, to regain compliance. To achieve this, its stock price must close at $1.00 or more for at least 10 consecutive business days. Failure to meet this requirement could result in delisting from the Nasdaq Capital Market, severely affecting the stock's liquidity, investor confidence, and the company's ability to raise capital. NOCERA has not yet disclosed a specific strategic plan to address this deficiency, beyond the general need to increase its stock price.

2. CEO Bonus and Financing Activities (January 28, 2026): On January 28, 2026, NOCERA's CEO received a bonus equal to 10% of the net proceeds from recent financing deals. While the company said this bonus was for the CEO successfully securing "important financing deals," they didn't actually share how much money was raised or the specific terms of these deals. We don't know if it was debt, equity, or something else, or what the interest rates or potential dilution for current shareholders might be. This lack of detail makes it really hard for us to understand the true impact on NOCERA's finances and future obligations. The bonus does, however, highlight that NOCERA is actively seeking capital, suggesting a need for additional funds.

3. Strategic Bitcoin Investment (Completed January 25 & 29, 2026): NOCERA completed its previously announced plan to invest in digital assets by purchasing approximately $2 million worth of Bitcoin. This acquisition, finalized on January 25 and 29, 2026, involved roughly 12 Bitcoin at an average price of $83,000 per coin. The company stated this investment forms part of a new strategy to manage its corporate cash, aiming to diversify its holdings and potentially enhance shareholder value. This move places a significant, yet volatile, asset on NOCERA's balance sheet. One thing the company didn't tell us is how much of their total cash this $2 million Bitcoin investment actually represents. Without that, it's tough to figure out just how much risk they're taking on.

4. Change in Independent Accounting Firm (January 28, 2026): On January 28, 2026, NOCERA announced it changed its independent registered public accounting firm. The company explicitly stated it had no disagreements with the former auditor regarding any accounting principles or practices, financial statement disclosure, or auditing scope or procedure. This disclosure typically signals a routine business decision, not concerns about the integrity of the company's financial reporting. While NOCERA didn't provide specific reasons for the change (like cost savings or needing specialized expertise), the absence of disagreements suggests this shouldn't impact investor confidence in their financial reporting.

Why These Events Matter to Investors:

• Heightened Delisting Risk: The Nasdaq warning is a big deal. Delisting could severely hurt the stock's liquidity and NOCERA's ability to raise money, potentially causing a significant drop in share value. You'll want to keep a close eye on how they plan to fix this.
• Unclear Financial Health and Capital Structure: The CEO's bonus for securing financing suggests the company needs cash. But without knowing how much was raised or the terms of the deals, it's hard to really gauge NOCERA's financial health, potential dilution for shareholders, or how much debt they're taking on.
• Significant Volatility from Bitcoin Investment: Putting $2 million into Bitcoin adds a lot of market volatility to NOCERA's financial position. While it could offer growth, Bitcoin's wild price swings pose a considerable risk to the company's cash reserves and overall stability. This strategy's success really depends on the unpredictable crypto market.
• Transparency and Strategic Clarity: As an investor, you'll want more specific details on NOCERA's plan to address the Nasdaq issue, the full financial implications of its recent capital raises, and a clearer explanation for its substantial Bitcoin investment.

Looking Ahead:

NOCERA faces a critical period. Investors should closely watch for:

• Nasdaq Compliance Plan: Specific actions NOCERA intends to take to get its stock price back above $1.00, including operational improvements, strategic announcements, or even a potential reverse stock split.
• Financing Details: Further disclosures on the terms, amount, and impact of the recently secured financing on the company's balance sheet and shareholder equity.
• Bitcoin Performance and Strategy Updates: Regular updates on the value of its Bitcoin holdings and any further evolution of its digital asset strategy.
• Overall Financial Performance: Given the need for financing and the delisting warning, the company's upcoming financial reports will be crucial for understanding its operational stability and liquidity.

It's always a good idea to do your own thorough research and stay informed through official company filings and announcements before making any investment decisions.