NOCERA, INC. 8-K

What Happened

• Nocera, Inc. (NASDAQ: NCRA) reported that on February 2, 2026 Nasdaq notified the company it no longer meets the $1.00 minimum bid price rule based on the 30‑business‑day period from December 17, 2025 through January 30, 2026. Nasdaq gave a 180‑day compliance period through August 3, 2026 to regain the $1.00 minimum (or potentially a second 180‑day period if other conditions are met). The notice does not immediately affect listing or trading.
• On January 28, 2026 the Board appointed SFAI Malaysia PLT (a PCAOB‑registered firm) as the company’s new independent registered public accounting firm, replacing Enrome LLP. Enrome’s prior reports for fiscal 2023 and 2024 contained no adverse or qualified opinions, and Enrome reported no disagreements or reportable events.
• The Board also approved a one‑time bonus for the CEO equal to 10% of the total net proceeds funded and available to the company from certain financing transactions.
• Separately, Nocera completed its announced $2,000,000 Bitcoin treasury allocation: $1,000,000 purchased January 25, 2026 and the remaining ~$1,000,000 (about 12 BTC) purchased January 29, 2026 at an average price of approximately $83,000 per BTC.

Key Details

• Nasdaq letter dated February 2, 2026: deficiency based on closing bids from Dec 17, 2025 – Jan 30, 2026; 180‑day cure period ends August 3, 2026.
• Auditor change effective January 28, 2026: SFAI Malaysia PLT appointed; Enrome resigned; Enrome’s prior audits had no qualifications or disagreements.
• CEO bonus: one‑time payment equal to 10% of net proceeds from specified financing transactions, authorized by the Board.
• Bitcoin treasury: $2,000,000 total allocation completed (approx. 12 BTC in the second tranche at ~$83,000/BTC).

Why It Matters

• The Nasdaq notice is material because failure to regain the $1.00 bid price within the compliance period could lead to delisting proceedings or require remedial actions (for example, a reverse stock split). However, trading continues for now and the company has time to seek cure.
• The auditor change is a governance and reporting update; Enrome reported no audit disagreements, and SFAI is PCAOB‑registered, which should preserve audit coverage going forward.
• The CEO bonus ties compensation to financing outcomes and could affect cash or equity outcomes depending on how the financings are structured.
• The $2M Bitcoin purchases move part of the company’s treasury into cryptocurrency, which may affect balance sheet composition and add price volatility risk to corporate assets.