{"url_path":"/sec/ncra/8-k/2026-07-08/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/1756180/0001683168-26-005361-index.html","accession_number":"0001683168-26-005361","cik":"0001756180","ticker":"NCRA","issuer_name":"NOCERA, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1756180/0001683168-26-005361-index.html","primary_entity_key":"0001756180","primary_entity_name":"NOCERA, INC."},"word_count":562,"has_tables":true,"body_markdown":"**Item 5.03. Amendments to Articles of Incorporation\nor Bylaws; Change in Fiscal Year.**\n\n** **\n\nOn June 25, 2026, the Board of Directors (the\n“Board”) of the Company approved the filing of a Certificate of Change with the Secretary of State of the State of Nevada\nto effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for-30 (the “Reverse\nStock Split”). The Reverse Stock Split was previously approved by the Company’s stockholders at the annual meeting of stockholders\nheld on January 12, 2026, at which stockholders approved an amendment to the Company’s Articles of Incorporation to effect a reverse\nstock split at a ratio of not less than 1-for-5 and not greater than 1-for-100, with the exact ratio and timing to be determined by the\nBoard in its discretion.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\nThe Reverse Stock Split became effective at 4:30\np.m. Eastern Time on July 6, 2026, upon the filing of the Certificate of Change with the Secretary of State of the State of Nevada. The\nCompany’s Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market when the market opened on July 7, 2026,\nunder the Company’s existing ticker symbol “NCRA.” The new CUSIP number for the Common Stock following the Reverse Stock\nSplit is 655186609.\n\n \n\nAs a result of the Reverse Stock Split, every\n30 shares of the Company’s issued and outstanding Common Stock were automatically combined into one share of Common Stock, without\nany change in the par value per share. Immediately prior to the effectiveness of the Reverse Stock Split, the Company had 46,495,187 shares\nof Common Stock issued and outstanding, which were reduced to 1,549,956 shares following the Reverse Stock Split. No fractional shares\nwere issued in connection with the Reverse Stock Split. Instead, each holder of Common Stock who would otherwise have been entitled to\nreceive a fractional share received a cash payment equal to such fractional share interest multiplied by the closing sale price of the\nCommon Stock on Nasdaq on the last trading day preceding the effective date of the Reverse Stock Split.\n\n \n\nIn addition, proportionate adjustments were made\nto (i) the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants\nto purchase shares of Common Stock, (ii) the number of shares of Common Stock issuable upon the vesting of restricted stock units, and\n(iii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plans. Cash was paid in lieu of any\nfractional shares resulting from such adjustments.\n\n \n\nThe Reverse Stock Split is intended to increase\nthe per share trading price of the Company’s Common Stock in order to satisfy the minimum bid price requirement for continued listing\non The Nasdaq Capital Market.\n\n \n\nA copy of the Certificate of Change is filed as\nExhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Certificate of Correction, correcting the total\nnumber of authorized shares stated in the Certificate of Change to include the Company’s authorized preferred stock, is filed as\nExhibit 3.2 hereto and is incorporated herein by reference. The foregoing descriptions of the Certificate of Change and the Certificate\nof Correction do not purport to be complete and are qualified in their entirety by reference to the full text of Exhibits 3.1 and 3.2."}