NOCERA, INC. — fact timeline

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. 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. 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 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”

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”).”