NOCERA, INC.
For the period ended Jan 12, 2026. Filed Nov 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 12, 2026 · Filed Nov 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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| ☐ | Filed by a Party other than the Registrant |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NOCERA, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOCERA, INC.
3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist.
New Taipei City Taiwan 221
(886) 910-163-358
2025 ANNUAL MEETING OF SHAREHOLDERS
To be Held on January 12, 2026
November 24, 2025
Dear Shareholder:
You are invited to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Nocera, Inc. (the “Company” or “Nocera”), which will be held on January 12, 2026, at 12:00 p.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our shareholders to attend online and participate from any location around the world and support the health and well-being of our management, directors and shareholders. Shareholders will be able to attend the Annual Meeting by visitingwww.mountainsharetransfer.com/ncra.
At the Annual Meeting, shareholders will be asked to: (1) elect five directors; (2) ratify the appointment of the independent registered public accounting firm for the Company for the fiscal year ended December 31, 2025; (3) approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of common stock upon conversion of the Company’s Series B Convertible Non-Voting Preferred Stock in excess of 19.99% of the issued and outstanding shares of common stock at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d); (4) approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at any time over the next year at a ratio in a range of not less than one-for-five (1:5) and not greater than one-for-one-hundred (1:100), with the final effective dates and ratios to be determined by the Board of Directors (the “Board”) in its discretion; (5) approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 2,000,000,000; (6) approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of common stock upon conversion of the senior secured convertible notes issued and issuable pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025, in excess of 19.99% of the issued and outstanding shares of common at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d); and (7) transact such other business as may properly come before the meeting. The Board believes that the proposals being submitted for shareholder approval are in the best interests of the Company and its shareholders and recommends a vote consistent with the Board’s recommendation for each proposal.
It is important that your shares be represented and that you vote at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.
Further details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 Annual Meeting of Shareholders (“Notice of Annual Meeting”) and 2025 Annual Meeting Proxy Statement (“Proxy Statement”).
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Further information about voting methods is set forth in the accompanying Notice of Annual Meeting and Proxy Statement.
Sincerely,
/s/ Andy Ching-An Jin
Andy Ching-An Jin
Chief Executive Officer
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. The Notice of Internet Availability of Proxy Materials is first being mailed to our shareholders on or about November 24, 2025, which indicates that the Notice of Annual Meeting, this Proxy Statement and our 2024 Annual Report, are available at www.proxyvote.com.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 2025 Annual Meeting of Shareholders of Nocera, Inc. will be held virtually atwww.mountainsharetransfer.com/ncra on January 12, 2026, at 12:00 p.m., Eastern Time for the following purposes:
| 1. | To elect five directors, Andy Ching-An Jin, Sean Filson, Hui-Ying Zhuang, Yiwen Zhang and Song-Yuan Teng, each to hold office until our Annual Meeting of Shareholders to be held in 2026 or their respective successor is duly elected and qualified; |
| 2. | To ratify the appointment of Enrome LLP as the independent auditor of the Company for the fiscal year ending December 31, 2025; |
| 3. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our common stock upon conversion of the Company’s Series B Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), in excess of 19.99% of the issued and outstanding shares of common at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d); |
| 4. | To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at any time over the next year at a ratio in the range of not less than one-for-five (1:5) and not greater than one-for-one-hundred (1:100), with the final ratio to be determined by the Board in its discretion; |
| 5. | To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 2,000,000,000; |
| 6. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our common stock upon conversion of the senior secured convertible notes issued and issuable pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025, in excess of 19.99% of the issued and outstanding shares of common stock at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d); and |
| 7. | To transact such other business as may properly come before the meeting. |
These proposals are more fully described in the Proxy Statement following this Notice of Annual Meeting.
The Board has fixed the close of business on November 3, 2025 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.
Only shareholders and persons holding proxies from shareholders may attend the Annual Meeting. To participate in the Annual Meeting online atwww.mountainsharetransfer.com/ncra, you will need the information included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.
Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Further information about voting methods is set forth in the accompanying Proxy Statement. We encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the internet, by telephone or if applicable, by completing and returning the proxy card or voting instruction card.You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.
By order of the Board of Directors,
/s/ Gerald H. Lindberg
Gerald H. Lindberg
Director and Secretary
November 24, 2025
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PROXY STATEMENT
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | ii |
|---|---|
| PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS | 1 |
| MATTERS TO COME BEFORE THE ANNUAL MEETING | 9 |
| PROPOSAL No. 1: ELECTION OF DIRECTORS | 9 |
| DIRECTORS AND EXECUTIVE OFFICERS | 10 |
| CORPORATE GOVERNANCE | 11 |
| EXECUTIVE COMPENSATION | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 21 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 22 |
| PROPOSAL No. 2: RATIFICATION OF APPOINTMENT OF AUDITORS | 22 |
| PROPOSAL No. 3: APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE COMPANY’S SERIES B CONVERTIBLE NON-VOTING PREFERRED STOCK | 24 |
| PROPOSAL No. 4: APPROVAL OF AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT | 26 |
| PROPOSAL No. 5: APPROVAL OF AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK | 27 |
| PROPOSAL No. 6: APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE SENIOR SECURED CONVERTIBLE NOTES ISSUED AND ISSUABLE PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 31, 2025 | 28 |
| OTHER VOTING MATTERS | 29 |
| CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 29 |
| SHAREHOLDER PROPOSALS AND NOMINATION PROCEDURES | 30 |
| DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS | 30 |
| OTHER MATTERS | 31 |
| VIRTUAL ACCESS TO THE ANNUAL MEETING | 31 |
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