NOCERA, INC. — fact timeline

NOCERA, INC. amended First Amendment to Securities Purchase Agreement with certain institutional accredited investor (effective 2026-05-22).

“On May 22, 2026, the Company and the SPA Buyer entered into a First Amendment to Securities Purchase Agreement (the "SPA Amendment"), to amend the Original SPA and provide that the use of net proceeds from the sale of the Notes at any Additional Closing (as defined in the Original SPA) would be used for (i) general corporate purposes and working capital, (ii) acquisitions, investments or other strategic transactions, and (iii) any other lawful corporate purposes.”

NOCERA, INC. entered into Registration Rights Agreement with certain institutional investor (effective 2026-05-22).

“In connection with the EPFA, on May 22, 2026, the Company and the Investor also entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company agreed to file with the U.S. Securities and Exchange Commission (the "SEC") one or more registration statements (the "Registration Statement") covering the resale by the Investor of the Advance Shares issuable pursuant to the EPFA.”

NOCERA, INC. entered into Equity Purchase Facility Agreement with certain institutional investor valued at up to $100,000,000 (effective 2026-05-22).

“On May 22, 2026, Nocera, Inc. (the "Company") entered into an Equity Purchase Facility Agreement (the "EPFA") with a certain institutional investor (the "Investor"), pursuant to which the Company has the right, but not the obligation, to issue and sell to the Investor, from time to time during a 24-month commitment period commencing on the date of the EPFA, up to $100,000,000 in aggregate amount of newly issued shares”

NOCERA, INC. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1), 5810(c)(2)).

“April 17, 2026, Nocera, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) , the Company no longer meets the minimum stockholders’ equity requirement of $2.5 million for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1). As reported in the Form 10-K, the Company had stockholders’ equity of $(440,735) and does not cu”

Enrome LLP resigned as auditor of NOCERA, INC..

“Enrome resigned as the Company’s independent registered public accounting firm as of the Effective Date.”

NOCERA, INC. engaged SFAI Malaysia PLT as its auditor.

“the Board of Directors (the “Board”) of the Company approved the appointment of SFAI Malaysia PLT (“SFAI”), a Public Company Accounting Oversight Board (PCAOB)-registered public accounting firm, as the Company’s independent registered public accounting firm, effective immediately.”

NOCERA, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“February 2, 2026, Nocera, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period from December 17, 2025 through January 30, 2026, the Company no longer meets the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provi”

NOCERA, INC. completed an acquisition involving LONGWOOL for $400,000 (closed 2026-01-01).

“On January 1, 2026, the Company completed the closing of the transaction contemplated by the Stock Purchase Agreement. Upon closing, the Company paid the purchase price of $400,000 and acquired 35% of the outstanding equity of LONGWOOL.”

NOCERA, INC. completed a disposition involving Yinuo Investment Consulting Co., Limited for $420,000 (closed 2026-01-01).

“On January 1, 2026, the Company completed the closing of the transaction contemplated by the Equity Transfer Agreement. Upon closing, the Company received the full purchase price of $420,000 and transferred 80% of its variable interest entity equity interests in Meixin to the Buyer.”

NOCERA, INC. entered into Agreement with LONGWOOL valued at $400,000 (effective 2025-12-01).

“On December 1, 2025, Nocera, Inc. (the “Investor”) entered into a Stock Purchase Agreement (the “Agreement”) with LONGWOOL (the “Company”), a French corporation (société par actions simplifiée, or SAS), pursuant to which the Investor agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, a number of equity securities newly issued by the Company representing 35% of the Company’s outstanding equity (the “Shares”).”

NOCERA, INC. entered into Equity Transfer Agreement with Yinuo Investment Consulting Co., Limited valued at $420,000 (effective 2025-12-01).

“On December 1, 2025, Nocera, Inc. (the “Company”) entered into an Equity Transfer Agreement (the “Agreement”) with Yinuo Investment Consulting Co., Limited, a limited company organized under the laws of Hong Kong (the “Buyer”).”

NOCERA, INC. issued Conversion Shares of common stock to an accredited investor for pursuant to the conversion of the Initial Note.

“Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference. The Initial Note described above was issued, and the Conversion Shares will be issued, in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. The investor represented to the Company that it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.”

NOCERA, INC. incurred convertible notes of $8,000,000 with Investor at nine percent (9%) per annum maturing November 3, 2027.

“On November 3, 2025, the Company consummated the initial closing under the Purchase Agreement, pursuant to which it issued to the Investor a senior secured convertible note in the principal amount of $8,000,000 (the “Initial Note”) for a purchase price of $7,280,000.”

NOCERA, INC. issued convertible note to an institutional accredited investor for aggregate original principal amount of up to $300,000,000.

“to issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000”

NOCERA, INC. incurred convertible notes of up to $300,000,000 with institutional accredited investor at nine percent (9%) per annum maturing twenty-four (24) months from the date of issuance.

“On October 31, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000 (the “Notes””

NOCERA, INC.: Filed Certificate of Designation for Series B Convertible Non-Voting Preferred Stock, establishing rights, preferences, and limitations (effective 2025-08-28).

“On August 28, 2025, the Board of Directors approved and the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Non-Voting Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, designating up to 1,000,000 shares of Series B Convertible Non-Voting Preferred Stock and establishing the rights, preferences, privileges and limitations of such Series B Preferred Stock.”

NOCERA, INC. completed a disposition involving Yuechi Technology Limited for $550,000 (closed 2025-06-05).

“On June 5, 2025, the Company entered into an Equity Transfer Agreement to sell 100% of its equity interest in Hangzhou SY Culture Media Co., Ltd., a subsidiary organized in the People’s Republic of China, to Yuechi Technology Limited, a Hong Kong limited company, for total consideration of $550,000.”

NOCERA, INC. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“April 24, 2025, Nocera, Inc. (the “Company”) received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The letter has no immediate effect on the listing of the Company’s common stock, which will continue to trade on Nasdaq under the symbol “NCRA”. Under Nasdaq rules, the Company has sixty (60) calendar days from the date of the notice to submit a plan to regain compliance. If Nasdaq ac”

NOCERA, INC. reported that prior financial statements should not be relied upon.

“n this Item 4.02(a) with its independent registered public accounting firm, Enrome LLP. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.”

NOCERA, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“isting Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an”

NOCERA, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“isting Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an”

NOCERA, INC. engaged Enmore LLP as its auditor.

“On October 16, 2024, the Company’s Audit Committee approved, and the Company’s Board of Directors (the “Board”) ratified, the engagement of Enmore LLP (the “New Auditor”), and appointed the New Auditor as the Company’s independent registered public accounting firm as of October 16, 2024.”

Centurion ZD CPA & Co. resigned as auditor of NOCERA, INC..

“On October 16, 2024, the auditor of Nocera, Inc. (the “Company”), Centurion ZD CPA & Co. (“CZD”), resigned as the Company’s independent registered public accounting firm.”

Sean Filson was appointed as Director at NOCERA, INC..

“On October 16, 2024, the Board appointed Sean Filson to fill a vacancy on the Board.”

Thomas Steele departed as Director at NOCERA, INC..

“The vacancy on the Board filled by Mr. Filson was created as a result of the death of Thomas Steele on October 10, 2024, a former director of the Company.”

NOCERA, INC. completed an acquisition involving Hangzhou SY Culture Media Co. Ltd. (closed 2024-04-14).

“On April 14, 2024, Gui Zhou Grand Smooth Technology Ltd. (“GZ GST”), a wholly owned subsidiary of Nocera, Inc. (the “Company”), entered into that certain Equity Purchase Agreement dated as of April 14, 2024 (the “Equity Purchase Agreement”), with Hangzhou SY Culture Media Co. Ltd. (“SY Culture”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of SY Culture from the stockholders of SY Culture (the “SY Culture Acquisition”) in exchange for the issuance of 600,000 unregistered shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).”

Feng-Hua Chen was appointed as Chief Operating Officer at NOCERA, INC..

“On January 4, 2024, the Board of Directors of the Company (the “Board”) appointed Feng-Hua (“Howard”) Chen as the Company’s Chief Operating Officer, effective as of January 5, 2024.”

Hong-Wen Ruan resigned as Chief Operating Officer at NOCERA, INC..

“On January 4, 2024, Ruan Hong (“Howard”) Wen, Chief Operating Officer of the Company, notified the Company of his intent to resign effective January 4, 2024.”

NOCERA, INC. shareholders approved Ratification of the selection of Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-15 meeting.

“Ratification of the selection of Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 : Votes For Votes Against Abstentions 7,534,489 2,020 2,973”

NOCERA, INC. shareholders approved Election of five nominees to the Board at the 2023-12-15 meeting.

“Election of the five nominees to the Board: Name Votes For Withhold Abstain Broker Non-Votes Gerald H. Lindberg 7,189,794 0 2,934 346,754 Thomas A. Steele 7,154,904 0 37,824 346,754 Hui-Ying Zhuang 7,154,884 0 37,844 346,754 Yiwen Zhang 7,189,774 0 2,954 346,754 Song-Yuan Teng 7,189,774 0 2,954 346,754”

Song-Yuan Teng was appointed as Director at NOCERA, INC..

“On December 20, 2023, Song-Yuan Teng submitted his resignation as an independent director of the Company effective as of December 18, 2023.”

Song-Yuan Teng was appointed as director at NOCERA, INC..

“On October 27, 2023, the Board appointed each of Yiwen Zhang and Song-Yuan Teng to the position of director, effective as of October 27, 2023.”

Yiwen Zhang was appointed as director at NOCERA, INC..

“On October 27, 2023, the Board appointed each of Yiwen Zhang and Song-Yuan Teng to the position of director, effective as of October 27, 2023.”

NOCERA, INC. reported that prior financial statements should not be relied upon.

“o longer be relied upon. Management reached such conclusions following its evaluation of the Staff’s comments and consultations with its independent auditor, Centurion ZD CPA & Co., for the following reasons. Based upon management’s evaluation of the Staff’s comments and guidance for disclosure with regard to the Accounting Issues , the Company has concluded that, in view of the disposition of XFC in November 2022, the operations of XFC should be classified as a discontinued operation and such reclassification will require a restatement of the Company’s audited consolidated financial statements for the year ended December 31, 2022.”

Andy Ching-An Jin was appointed as Chief Executive Officer at NOCERA, INC..

“On July 31, 2023, the Board appointed Andy Ching-An Jin as the Company’s Chief Executive Officer, effective July 31, 2023.”

NOCERA, INC. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(c)(2)(A), 5605(c)(4)).

“July 31, 2023, Nocera, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that due to the resignation of Yih-Yu (“Grace”) Lei from the Company’s Audit Committee of the Board of Directors (“Board”), the Company no longer complies with Nasdaq’s audit committee requirement as set forth in Listing Rule 5605. As previously reported by the Company on a Current Report on Form 8-K filed with the Securities Exchange Commission on July 28, 2023, Ms. Lei resigned as a member of the Board on July 27, 2023.”

Yih-Yu (Grace) Lei resigned as member of the board of directors at NOCERA, INC..

“On July 27, 2023, Cheng Lu Min Huay and Yih-Yu (“Grace”) Lei resigned as members of the board of directors of Nocera, Inc.”

Cheng Lu Min Huay resigned as member of the board of directors at NOCERA, INC..

“On July 27, 2023, Cheng Lu Min Huay and Yih-Yu (“Grace”) Lei resigned as members of the board of directors of Nocera, Inc.”

David Yu-Lung Kou resigned as Acting Chief Executive Officer at NOCERA, INC..

“On July 27, 2023, David Yu-Lung Kou resigned as the Acting Chief Executive Officer of the Company.”

Yih-Yu ("Grace") Lei was appointed as Director at NOCERA, INC..

“On July 13, 2023, the Board appointed each of Cheng Lu Min Huay and Yih-Yu (“Grace”) Lei to the position of director, effective as of July 13, 2023.”

Cheng Lu Min Huay was appointed as Director at NOCERA, INC..

“On July 13, 2023, the Board appointed each of Cheng Lu Min Huay and Yih-Yu (“Grace”) Lei to the position of director, effective as of July 13, 2023.”

David Yu-Lung Kou was appointed as Acting Chief Executive Officer at NOCERA, INC..

“On July 13, 2023, the Board appointed David Yu-Lung Kou as the Company’s Acting Chief Executive Officer, effective July 13, 2023.”

David Yu-Lung Kou resigned as Director at NOCERA, INC..

“On July 13, 2023, Nocera, Inc. (the “Company”) received a resignation notice from a member of its Board of Directors (“Board”), David Yu-Lung Kou.”

Yin-Chieh ("Jeff") Cheng departed as Chief Executive Officer, President and Chairman of the Board at NOCERA, INC..

“The position of Chief Executive Officer, President and Chairman of the Board was vacant as of July 8, 2023, which was due to the unexpected death of Yin-Chieh (“Jeff”) Cheng, the Company’s former Chief Executive Officer, President and Chairman of the Board.”

NOCERA, INC. completed an acquisition involving Zhe Jiang Xin Shui Hu Digital Information, Ltd. for 1,500,000 shares of the Company’s common stock (closed 2023-06-01).

“On June 1, 2023, Gui Zhou Grand Smooth Technology Ltd. (“GZ GST”), a wholly owned subsidiary of Nocera, Inc. (the “Company”), entered into that certain Share Purchase Agreement dated as of June 1, 2023, as amended (the “Share Purchase Agreement”), with Zhe Jiang Xin Shui Hu Digital Information, Ltd. (“Zhe Jiang”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of Zhe Jiang from the stockholders of Zhe Jiang (the “Zhe Jiang Acquisition”) in exchange for the issuance of 1,500,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).”

NOCERA, INC. completed an acquisition involving Zhe Jiang Xin Shui Hu Digital Information, Ltd. (closed 2023-06-01).

“On June 1, 2023, Gui Zhou Grand Smooth Technology Ltd. (“GZ GST”), a wholly owned subsidiary of Nocera, Inc. (the “Company”), entered into that certain Share Purchase Agreement dated as of June 1, 2023 (the “Share Purchase Agreement”), with Zhe Jiang Xin Shui Hu Digital Information, Ltd. (“Zhe Jiang”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of Zhe Jiang from the stockholders of Zhe Jiang (the “Zhe Jiang Acquisition”) in exchange for the issuance of (i) 1,500,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and (ii) 1,000,000 Class C Warrants of the Company.”

NOCERA, INC. completed an acquisition involving an unaffiliated third party (the Seller) for $875,000 (closed 2023-02-16).

“On February 16, 2023, the Land Acquisition closed. As consideration for the Land Acquisition, the Company paid a total of $875,000 to the Seller”

NOCERA, INC. incurred loan of $650,000 with an unaffiliated Taiwan financial company.

“on February 16, 2023, it closed on its $875,000 purchase of 229 acres of agricultural land in Montgomery, Alabama, of which was funded through available cash of $225,000 and loan proceeds of $650,000 from an unaffiliated Taiwan financial company.”

NOCERA, INC. terminated VIE Agreements with XFC (Xin Feng Construction Co., Ltd) valued at Termination of VIE Agreements due to sale of XFC (effective 2022-11-30).

“As a result of the XFC Sale disclosed in Item 1.01 of this Form 8-K, the VIE Agreements were terminated as of the Closing Date.”

NOCERA, INC. entered into Purchase of Business Agreement (XFC Purchase Agreement) with Han-Chieh Shih valued at $300,000 (effective 2022-11-30).

“On November 30, 2022, Nocera, Inc., a Nevada corporation (the “Company”), entered into a Purchase of Business Agreement (the “XFC Purchase Agreement”) with Han-Chieh Shih (the “Purchaser”), in which the Company sold its controlling interest of Xin Feng Construction Co., Ltd, a domestic funded limited liability company registered in Taiwan (“XFC”), to the Purchaser for a total purchase cash price of $300,000 (the “XFC Sale”).”