Entry into a Material Definitive Agreement. On August 17, 2026, Nocera, Inc. (the “Company”) entered into a Consulting Agreement (the “Consulting Agreement”) with Chien-Hua Tseng (the “Contractor”), effective as of August 17, 2026. The Consulting Agreement has a two-year term through August 16, 2028, unless earlier terminated in accordance with its terms. The Contractor will provide strategic advisory services to the Company relating to artificial intelligence (AI) module technology strategy,…

CFO — Shun-Chih Chuang: The filing discloses the appointment of a new Chief Financial Officer, Shun-Chih Chuang, via an employment agreement, which is a standard executive hire rather than a departure.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On August 14, 2026, the Board of Directors (the “Board”) of Nocera, Inc. (the “Company”), after discussion with management, concluded that the Company’s previously issued consolidated financial statements for the fiscal year ended December 31, 2024 and December 31, 2025, as included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the…

Completion of Acquisition or Disposition of Assets. On August 7, 2026, Nocera, Inc. (the “Company”) completed the sale (the “Disposition”) of approximately 231 acres of real property located in Montgomery County, Alabama (the “Property”) to Timothy Lowry Rudder and Catherine Leddy Rudder (collectively, the “Buyer”), individuals who are not affiliated with the Company. The Disposition was consummated pursuant to the terms of a purchase agreement between the Company and the Buyer (the “Purchase…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on April 17, 2026, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company did not comply with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market set forth in Nasdaq Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3) (collect…

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. On July 27, 2026, the Company received a notice of default (the “Default Notice”) from the holder (the “Investor”) of that certain senior secured convertible promissory note issued by the Company to the Investor on November 3, 2025, in the original principal amount of $8,000,000 (the “Note”), as previously reported in the Company’s Current Report on Form 8-K fil…

Regulation FD Disclosure. On July 28, 2026, the Company issued a press release (the “QMAX Press Release”) announcing, among other things, the acquisition of a controlling interest in QMAX Technology CO., LTD. as described in

Entry into a Material Definitive Agreement. On July 28, 2026, Nocera, Inc., a Nevada corporation (the “Company”), entered into a series of agreements (collectively, the “Transaction Agreements”) with Chien-Hua Tseng (the “Seller”) and/or QMAX Technology CO., LTD. (the “Domestic Company”), a company duly registered in Taiwan (R.O.C.), pursuant to which the Company acquired a controlling interest (the “Controlling Interest”) with respect to the Seller’s thirty percent (30%) equity interest in t…

Entry into a Material Definitive Agreement. On July 6, 2026, Nocera, Inc., a Nevada corporation (the “Company”), entered into a letter of intent (the “LOI”) with INERGX Energy Optimisation Ltd, a company incorporated in England and Wales (“INERGX”), regarding the Company’s proposed acquisition of up to 9.99% of the issued and outstanding equity interests of INERGX (the “Proposed Transaction”). The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapi…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. 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 (the “Advance Shares”) of the C…

Other Events. On May 18, 2026, Nocera, Inc. (the “Company”) entered into a Strategic Advisory Agreement (the “Agreement”) with Phoenix MGMT & Consulting LLC (“Phoenix”), a Delaware limited liability company, pursuant to which Phoenix will provide the Company with strategic advisory and execution support services on a non-exclusive basis. The initial term of the Agreement is ninety (90) days, subject to extension by mutual written agreement of the parties. Either party may terminate the Agreem…

Unregistered Sales of Equity Securities. The information set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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…

The Board approved a one-time bonus for the CEO in connection with certain financing transactions.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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…

Changes in Registrant’s Certifying Accountant. On January 28, 2026 (the “Effective Date”), 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. SFAI was appointed to replace Enrome LLP (“Enrome”), the Company’s prior independent registered public accounting firm. Enro…

Completion of Acquisition or Disposition of Assets. Closing of Meixin Transaction On December 1, 2025, Nocera, Inc. (the “Company”) entered into an Equity Transfer Agreement (the “Equity Transfer Agreement”) with Yinuo Investment Consulting Co., Limited (the “Buyer”), pursuant to which the Company agreed to sell eighty percent (80%) of its variable interest entity equity interests in Meixin Institutional Food Development Co., Ltd., a Taiwan corporation engaged in the food processing and cater…

Entry into a Material Definitive Agreement. 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”…

Entry into a Material Definitive Agreement. 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”). Under the Agreement, the Company agreed to sell, assign, and transfer to the Buyer eighty percent (80%) of the Company’s variable interest entity equity interests in Meixin Institutional Food Development Co., Ltd., a Taiwan c…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported in the Current Report on Form 8-K filed on November 3, 2025 (the “Initial 8-K”) by Nocera, Inc. (the “Company”), on October 31, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”) providing for the issuance of senior secured convertible notes in an aggregate pri…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. 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…

Unregistered Sales of Equity Securities. The issuance and sale of the Notes and the issuance of the Conversion Shares upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be made in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented to the Company that it is an “accredited investor” as defined…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under