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- Debt Default (new) — The company failed to pay amounts due under its senior secured convertible note, triggering an event of default.
Nocera defaults on $8M convertible note; investor seizes collateral, claims $1.37M still owed
Filed July 31, 2026 · Period ending July 27, 2026 · ~1 min read
Key Changes
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high
Received default notice on $8M senior secured convertible note for failure to pay Alternate Conversion Floor Amounts.
Item 2.04 verify on EDGAR → -
high
Investor seized collateral account and applied ~$4.66M, leaving a claimed balance of ~$1.37M.
Item 2.04 verify on EDGAR → -
high
Acquired controlling interest in QMAX Technology via VIE structure for 300,000 shares valued at $408,000.
Item 1.01 verify on EDGAR → -
medium
Regained Nasdaq minimum bid price compliance after 15 consecutive days at or above $1.00; matter closed.
Item 8.01 verify on EDGAR →
Summary
Nocera disclosed a debt default on its $8 million senior secured convertible note. The holder issued a default notice on July 27, 2026, after the company failed to pay $6,029,495 in Alternate Conversion Floor Amounts. The collateral agent seized the collateral account and applied approximately $4,658,686 toward the debt, leaving a claimed balance of about $1,370,809.
The company is in discussions to resolve the matter, including a potential waiver, but no definitive agreement has been reached. Separately, Nocera acquired a controlling interest in QMAX Technology, a Taiwan-based memory distributor, through a VIE structure for 300,000 shares valued at $408,000.
The company also regained Nasdaq minimum bid price compliance after its stock closed at or above $1.00 for 15 consecutive business days, and Nasdaq closed the matter. The default is the most material event for shareholders, as it indicates financial distress and potential acceleration of the note. The QMAX acquisition and Nasdaq compliance are positive developments, but the unresolved default claim remains a key concern.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Company acquired a controlling interest (the “Controlling Interest”) with respect to the Seller’s thirty percent (30%) equity interest in the Domestic Company through a variable interest entity (“VIE”) structure
Nocera entered into a series of agreements to acquire control over the Seller's 30% equity interest in QMAX Technology CO., LTD., a Taiwan-registered company, using a VIE structure. The Seller remains the registered legal owner, but Nocera obtains voting control, pledge security, an exclusive call option, and economic and operational control rights.
Added in current filing · verify on EDGAR →
the Seller remains the registered legal owner of the equity interest; no transfer of registered legal title is effected. Instead, the Company obtains voting control, pledge security, an exclusive call option, and economic and operational control rights through the following agreements.
The VIE structure means Nocera does not directly own the equity but controls it through contractual arrangements. Key rights include an irrevocable voting proxy, a pledge over the equity, an exclusive call option to purchase the equity at the minimum price permitted by Taiwan law, and an exclusive business cooperation agreement making Nocera the sole provider of technical consulting and services with discretion over fees and ownership of developed IP.
Added in current filing · verify on EDGAR →
Each of the Voting Rights Proxy Agreement, the Equity Pledge Agreement, the Exclusive Call Option Agreement, and the Exclusive Business Cooperation Agreement has an initial term of ten (10) years, with automatic one-year renewals unless the Company provides thirty (30) days’ prior written notice of non-renewal. Only the Company has the right to terminate these agreements early.
The control agreements have a 10-year initial term with automatic one-year renewals. Only Nocera can terminate them early or decline renewal, giving Nocera long-term, unilateral control over the VIE arrangements.
Added in current filing · verify on EDGAR →
The Transaction Agreements are governed by the laws of Taiwan (R.O.C.), with disputes to be resolved by arbitration in Taipei administered by the Chinese Arbitration Association, Taipei.
The agreements are governed by Taiwan law, and any disputes will be resolved through arbitration in Taipei. This is relevant for investors because enforcement of the VIE structure and related rights will depend on Taiwan legal and arbitration processes.
Event · Item 2.04 — Triggering Events That Accelerate or Increase a Direct Financial Obligation
Nocera received a default notice on its $8M convertible note; investor seized collateral and claims $1.37M still owed.
Added in current filing · verify on EDGAR →
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”)
The company received a formal default notice from the holder of its $8 million senior secured convertible note. This is a material adverse event indicating the company has failed to meet its payment obligations under the note.
Added in current filing · verify on EDGAR → · paraphrased
As of the date of the Default Notice, the Company owes the Investor $6,029,495 in unpaid Alternate Conversion Floor Amounts.
The company owed $6,029,495 in unpaid amounts at the time of the default notice. The collateral agent then took control of the collateral account and applied approximately $4,658,686 toward the debt, leaving a claimed balance of about $1,370,809.
Event · Item 7.01 — Regulation FD Disclosure
Nocera issued two press releases: one on acquiring a controlling interest in QMAX Technology and one on regaining Nasdaq minimum bid price compliance.
Added in current filing · verify on EDGAR →
announcing, among other things, the acquisition of a controlling interest in QMAX Technology CO., LTD. as described in Item 1.01 above.
The company disclosed via press release that it acquired a controlling interest in QMAX Technology CO., LTD. The acquisition is described in Item 1.01 of the same 8-K, indicating a material business combination.
Added in current filing · verify on EDGAR →
announcing that it has regained compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a) (2)
The company announced it has regained compliance with Nasdaq's minimum bid price requirement, removing a delisting risk. This is a positive regulatory development for the stock's continued listing.
Event · Exhibit 99.1
Added in current filing · verify on EDGAR →
the Company has regained compliance with Listing Rule 5550(a) (2), and this matter is now closed.
Nasdaq notified Nocera on February 2, 2026 that its stock had failed to maintain a $1.00 minimum bid price. After 15 consecutive business days at or above $1.00 (July 7 through July 27, 2026), Nasdaq confirmed the company is back in compliance and closed the matter.
Added in current filing · view on EDGAR →
if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c) (3) (A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.
Nasdaq's letter includes a footnote warning that if the company had done a reverse stock split in the prior year (or multiple splits totaling 250:1 or more over two years), it would not be eligible for a compliance period and could face immediate delisting. This is a cautionary note, not a current action against Nocera.
Event · Exhibit 99.2
Nocera acquires 30% controlling interest in Taiwan memory distributor QMAX via VIE for $408,000 in restricted stock.
Added in current filing · view on EDGAR →
it has acquired a thirty percent (30%) controlling interest in QMAX Technology Co., Ltd. (“QMAX”), a Taiwan-based memory and storage solutions company and authorized distribution channel for Micron / Crucial memory products, through a variable interest entity (“VIE”) structure
Nocera acquired a 30% controlling interest in QMAX, a Taiwan-based authorized distributor of Micron/Crucial memory and storage products, through a variable interest entity structure. The deal connects Nocera's planned AI data center build-out to the memory and storage supply chain.
Added in current filing · view on EDGAR →
The 300,000 consideration shares were valued at $1.36 per share, based on the closing price of the Company’s common stock on the Nasdaq Capital Market on July 27, 2026, the first (1st) trading day immediately preceding the effective date, for an aggregate purchase price of $408,000. No cash consideration was paid.
The acquisition was funded entirely with 300,000 restricted common shares valued at $1.36 per share, totaling $408,000. No cash changed hands. The shares carry a restrictive legend and are subject to a lock-up/leak-out arrangement.
Added in current filing · view on EDGAR →
The 30% controlling interest is held through a Variable Interest Entity structure comprising a voting rights proxy (coupled with an interest), an equity pledge, an exclusive call option exercisable in accordance with applicable Taiwan (R.O.C.) law, and an exclusive business cooperation agreement.
The controlling interest is held through a VIE structure with a voting rights proxy, equity pledge, exclusive call option, and exclusive business cooperation agreement. The risk factors note enforceability of the VIE agreements under Taiwan law and the Company's ability to consolidate QMAX's financial results are uncertain.
Added in current filing · view on EDGAR →
IDC’s Worldwide Quarterly Artificial Intelligence Infrastructure Tracker forecasts that global spending on AI infrastructure — comprising AI-optimized servers, storage and networking — will surpass $1 trillion in 2029, reaching approximately $1.08 trillion.
Nocera cites IDC's forecast that global AI infrastructure spending will surpass $1 trillion in 2029, reaching approximately $1.08 trillion, as strategic rationale for the acquisition. Management believes secured memory supply will be a defining competitive advantage in the AI build-out.
Event · Exhibit 99.3
Added in current filing · view on EDGAR →
Nasdaq stated that the Company “has regained compliance with Listing Rule 5550(a) (2), and this matter is now closed.”
Nasdaq confirmed Nocera regained compliance with the minimum bid price requirement after its stock closed at or above $1.00 for fifteen consecutive business days from July 7 through July 27, 2026. The deficiency notice was issued on February 2, 2026, and the matter is now closed.
Added in current filing · view on EDGAR →
The Company’s closing bid price regained the $1.00 minimum following the completion of its 1-for-30 reverse stock split, which became effective at 4:30 p.m. Eastern Time on July 6, 2026, with the common stock commencing trading on a split-adjusted basis on The Nasdaq Capital Market on July 7, 2026 under the existing ticker symbol “NCRA.”
The company executed a 1-for-30 reverse stock split effective July 6, 2026, which raised the share price above the $1.00 minimum required for Nasdaq listing. Trading on a split-adjusted basis began July 7, 2026 under the same ticker NCRA.
Added in current filing · view on EDGAR →
On July 8, 2026, Nocera announced a binding agreement to acquire an equity interest in INERGX, an integrated energy storage and power platform designed to deliver mission-critical power and battery energy-storage systems to AI data centers, defense, industrial operations and critical infrastructure.
Nocera entered into a binding agreement to acquire an equity stake in INERGX, an energy storage and power platform serving AI data centers and other critical infrastructure. This was the third binding transaction under the Nocera Holdings strategy in under sixty days.
Added in current filing · view on EDGAR →
On June 8, 2026, the Company entered into a binding venture platform agreement with U.S.-based Digital Innovations Group, developer of the proprietary IRMA AI Engine, establishing Digital Innovations Venture Group, a platform focused on identifying, funding and accelerating innovative technology companies.
Nocera formed a venture platform with Digital Innovations Group to identify, fund, and accelerate technology companies. The platform is built around the proprietary IRMA AI Engine.
Added in current filing · view on EDGAR →
On June 16, 2026, Nocera acquired a minority equity stake in CampaignPulse.ai, an artificial intelligence company developing simulation-driven campaign intelligence, predictive analytics and decision-support technologies.
Nocera acquired a minority equity stake in CampaignPulse.ai, an AI company focused on campaign intelligence and predictive analytics. This was the second of three binding transactions completed in under sixty days.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 3, 2026 · How we verify