Business Context and Reporting Period
This Form 8-K filing by Nocera, Inc. (NCRA) was submitted on September 17, 2024. The Company is incorporated in Nevada and its principal executive offices are located in New Taipei City, Taiwan. The filing addresses a regulatory notice received from The Nasdaq Stock Market LLC regarding the Company's continued listing status.
Key Financial Metrics
This filing is a current report regarding a listing deficiency and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The only financial metric disclosed is the stock price performance triggering the notice:
- Stock Price Deficiency: The closing bid price of Common Stock has remained below the required minimum of $1.00 per share for the last 30 consecutive business days.
Material Changes
The material event reported is the receipt of a deficiency letter from Nasdaq on September 17, 2024. This notice indicates a failure to satisfy Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). There are no reported changes to the Company's operations, capital structure, or financial condition within this document.
Outlook, Risks, and Management Commentary
Compliance Timeline: The Company has been granted an initial 180-calendar-day compliance period, ending on March 17, 2025, to regain compliance. Compliance is achieved if the closing bid price reaches at least $1.00 per share for ten consecutive business days.
Remediation Options: If the Company fails to regain compliance by the initial deadline, it may be eligible for an additional 180-day period. Qualification for this extension requires meeting all other initial listing standards (excluding the bid price) and potentially effecting a reverse stock split.
Risks and Contingencies:
- Delisting Risk: If the Company fails to cure the deficiency or secure an extension, Nasdaq may issue a delisting notification.
- Appeal Uncertainty: The Company may appeal a delisting determination to a hearings panel, but there is no assurance of success.
- Management Stance: Management intends to actively monitor the stock price and consider available options to regain compliance, though no specific plan (such as a reverse split) has been finalized or announced in this filing.
Investor Verification Checklist
- Verify the current closing bid price of NCRA to assess the likelihood of meeting the $1.00 threshold within the 180-day window.
- Monitor future filings for announcements regarding a reverse stock split or other capital structure changes intended to cure the deficiency.
- Review the Company's most recent 10-K or 10-Q filings for financial health indicators, as this 8-K contains no financial data.
- Track the March 17, 2025 compliance deadline for the initial cure period.