Nocera, Inc. filed a preliminary proxy statement on October 13, 2026, setting out eight formal proposals for its 2026 Annual Meeting of Shareholders, scheduled as a virtual meeting on December 3, 2026, at 12:00 p.m. Eastern Time.

Key Highlights

  • Authorized share increase proposed: Shareholders will vote on raising authorized Common Stock from 66,666,667 to 2,000,000,000 shares.
  • Reverse stock split range authorized: The board seeks authority to effect splits at ratios from 1:5 to 1:100, with a cumulative cap of 1:100, during a one-year window following approval.
  • New equity plan proposed: The 2026 Nocera, Inc. Equity Compensation Plan would authorize 3,000,000 shares of Common Stock for issuance, replacing the 2018 Stock Option and Award Incentive Plan.
  • Share issuance for M&A activity: Proposal 4 seeks approval to issue up to 50% of outstanding Common Stock in aggregate, with a per-transaction cap of 20%, for future merger or acquisition transactions over 18 months.
  • Equity Purchase Facility Agreement: Shareholders will consider approving issuance under an Equity Purchase Facility Agreement dated May 22, 2026, potentially exceeding 19.99% of outstanding shares at below the Nasdaq Minimum Price.
  • Record date set: Only shareholders of record at the close of business on October 16, 2026, are entitled to vote at the Annual Meeting.
  • Auditor ratification: Shareholders will vote to ratify SFAI Malaysia PLT as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Nocera Puts Eight Proposals Before Shareholders at December Virtual Meeting

According to the preliminary proxy statement, Nocera, Inc. (NASDAQ:NCRA), a company headquartered in New Taipei City, Taiwan, is convening its 2026 Annual Meeting of Shareholders virtually on December 3, 2026. The filing, signed by Chief Executive Officer Andy Ching-An Jin, identifies eight distinct proposals on which shareholders will be asked to vote, covering capital structure, executive compensation, auditor selection, and financing arrangements.

The most structurally significant proposal in the filing is the request to increase authorized Common Stock from 66,666,667 shares to 2,000,000,000 shares. Alongside this, the board is seeking discretionary authority to carry out one or more reverse stock splits within a one-year period following shareholder approval, at ratios between 1:5 and 1:100, provided the cumulative ratio does not exceed 1:100. The filing also describes a proposal to replace expired and lapsed warrants with new Class A, Class B, Class C, and Class D warrants, on terms described in the proxy statement.

The proxy statement discloses that shareholders will vote on a Share Issuance Authorization intended to comply with Nasdaq Listing Rule 5635(a), permitting the company to issue up to 50% of outstanding Common Stock in aggregate for future merger or acquisition transactions during the 18-month period after approval, subject to a 20% per-transaction cap. A separate proposal addresses compliance with Nasdaq Listing Rule 5635(d), covering the Equity Purchase Facility Agreement dated May 22, 2026, which would allow share issuances in excess of 19.99% of outstanding shares at prices potentially below the Nasdaq Minimum Price. The board states in the filing that it recommends a vote consistent with its recommendation for each of Proposals 1 through 8. Notice of Internet Availability of Proxy Materials was indicated to be first mailed to shareholders on or about October 23, 2026.

What Was Disclosed

Nocera, Inc. filed a preliminary proxy statement covering eight proposals for its December 3, 2026 virtual annual meeting, including director elections, a large authorized share increase, reverse split authority, a new equity plan, warrant replacements, and two Nasdaq compliance-related share issuance approvals. The record date for voting is October 16, 2026.