Nocera, Inc. Form 8-K Summary
Business Context and Reporting Period
Nocera, Inc. filed this Current Report on Form 8-K regarding an event occurring July 31, 2023. The company is incorporated in Nevada and its common stock trades on The Nasdaq Capital Market under the symbol NCRA.
Material Corporate Governance Change
Yih-Yu (“Grace”) Lei resigned from the company’s Board of Directors on July 27, 2023. She also served on the Audit Committee and Nominating and Corporate Governance Committee. The filing states that her resignation was not due to any disagreement with the company regarding its operations, policies, or practices.
Following her resignation, the Audit Committee has two members, Thomas A. Steele and Hui-Ying Zhuang. The company therefore no longer satisfies Nasdaq Listing Rule 5605, which generally requires a listed company’s Audit Committee to have at least three independent members meeting applicable Exchange Act requirements.
Nasdaq Compliance, Outlook, and Risk
Nasdaq notified the company on July 31, 2023, that it was not in compliance with the Audit Committee requirement. The company must demonstrate compliance by January 23, 2024. Management stated that it is interviewing and evaluating candidates for the Board and Audit Committee.
The Nasdaq notice had no immediate effect on the listing of the company’s common stock, which continued to trade on Nasdaq under NCRA. If the company fails to regain compliance by the deadline, Nasdaq is required to provide written notice that the securities will be delisted. The company would then have the right to appeal the determination to a Nasdaq Hearings Panel.
Financial Metrics and Other Items
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating and financial metrics. The filing concerns a Nasdaq listing-compliance matter rather than financial results.
Key Facts to Verify
- Whether the company appointed a qualified independent director to restore Audit Committee compliance by January 23, 2024.
- Whether Nasdaq accepted the company’s evidence of compliance or issued a delisting determination.
- Any subsequent appeal, Nasdaq Hearings Panel decision, or change in the company’s listing status.
- The qualifications and independence of any newly appointed director.