Nocera, Inc. filed a preliminary amended proxy statement (Amendment No. 1 to Schedule 14A) on October 30, 2026, ahead of its 2026 Annual Meeting of Shareholders scheduled for December 21, 2026, at 12:00 p.m. Eastern Time, to be held as a virtual meeting.

Key Highlights

  • Seven proposals on the agenda: Shareholders will vote on director elections, an authorized share increase, auditor ratification, new warrant issuances, a new equity compensation plan, a reverse stock split authorization, and an equity facility share issuance.
  • Massive authorized share increase proposed: The company is seeking approval to raise authorized common stock from 66,666,667 shares to 2,000,000,000 shares, at a par value of $0.001 per share.
  • Reverse split range authorized if approved: The Board would be permitted to effect one or more reverse stock splits at ratios from 1:5 to 1:100 during the one-year period following shareholder approval, with a cumulative ratio not to exceed 1:100.
  • New equity compensation plan: Shareholders will consider adopting the 2026 Nocera, Inc. Equity Compensation Plan, authorizing 3,000,000 shares of common stock for issuance, replacing the 2018 Stock Option and Award Incentive Plan.
  • Equity Purchase Facility Agreement: Shareholders will vote on approving potential common stock issuances under an Equity Purchase Facility Agreement dated May 22, 2026, in excess of 19.99% of outstanding shares, to comply with Nasdaq Listing Rule 5635(d).
  • Record date set: The Board fixed October 16, 2026 as the record date; only shareholders of record at the close of business on that date may vote.
  • Five director nominees named: The slate includes Andy Ching-An Jin, Sean Filson, Hui-Ying Zhuang, Yiwen Zhang, and Song-Yuan Teng, each to serve until the 2027 annual meeting.

Nocera's 2026 Proxy Proposals and What They Mean for Shareholders

Nocera, Inc., a company headquartered at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City, Taiwan 221, filed Amendment No. 1 to its preliminary proxy statement with the SEC on October 30, 2026, according to the filing. The document is described as preliminary and subject to completion. The annual meeting will be conducted solely online on December 21, 2026, at 12:00 p.m. Eastern Time, with Andy Ching-An Jin, Chief Executive Officer, signing the shareholder letter.

Among the most significant proposals before shareholders, according to the filing, is a request to amend the company's Amended and Restated Articles of Incorporation to increase authorized common stock from 66,666,667 shares to 2,000,000,000 shares. A separate amendment would authorize the Board of Directors, during a one-year window following shareholder approval, to execute one or more reverse stock splits at ratios ranging from one-for-five (1:5) to one-for-one-hundred (1:100), provided the cumulative ratio does not exceed one-for-one-hundred (1:100). The filing states that SFAI Malaysia PLT is the proposed independent registered public accounting firm for the fiscal year ending December 31, 2026.

The filing also discloses that shareholders will be asked to approve the issuance of new Class A, Class B, Class C, and Class D warrants to replace prior warrants that the filing describes as having "expired and lapsed." Additionally, the proxy seeks approval for share issuances under an Equity Purchase Facility Agreement, dated May 22, 2026, that could exceed 19.99% of outstanding shares at a price potentially below the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d). The filing states that "the Board believes that Proposals 1 through 7 are in the best interests of the Company and its shareholders."

What Was Disclosed

Nocera, Inc. disclosed an amended preliminary proxy statement covering seven proposals for its December 21, 2026 virtual annual meeting, including a proposed authorized share count increase to 2,000,000,000, a new equity compensation plan for 3,000,000 shares, reverse split authorization, new warrant issuances, and an equity facility share approval linked to Nasdaq Listing Rule 5635(d).