Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): May 15, 2020



(Exact name of registrant as specified in charter)



(State or other jurisdiction of incorporation)


000-55993   16-1626611
(Commission File Number)   (IRS Employer Identification No.)




(Address of principal executive offices and zip code)



(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act: None 


Title of each Class Trading Symbol Name of each exchange on which registered


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)


Emerging Growth Company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 8.01 Other Events.


Delayed Filing of Form 10-Q.

Nocera, Inc. (“Nocera” or the “Company”) will be relying on the Securities and Exchange Commission’s Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) to delay the filing of its Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (the “Q1 10-Q”) due to circumstances related to COVID-19. The Order supersedes a similar order issued by the Securities and Exchange Commission on March 4, 2020.


Numbers of cities in China have been quarantined, and many of our supplier and customer operations have been suspended due to the ongoing virus situation. Accounting confirmations from our customers, suppliers, and banks for audit purposes have been delayed.    Furthermore, our staff has been substantially impeded in preparing the final financial statements due to quarantines and travel restrictions imposed on our staff. The Company expects to file the Q1 10-Q no later than June 29, 2020 (which is 45 days from the Q1 10-Q original filing deadline of May 15, 2020).


Risk Factors

Since our main PE sheet supplier, SIMONA, has still been under suspension due to the ongoing virus situation, the estimated completed dates of several RAS projects in China have been postponed, which will also postpone the revenue recognition of the Company from these projects.


We expect that as the Covid-19 Virus expands as a pandemic and state actions are taken that are disrupting commerce at all levels of industry, there will be various adverse effects experienced by companies such as ours. Although the Company is taking measures to mitigate the effect as much as possible there is no assurance that the steps will be sufficient. In most respects it is too early in the pandemic to be able to quantify all the ramifications.


Although the Company is confident that filing will take place within the timeline of the extension, this is not a certainty as locations from where the Company requires information for our reporting circumstances may change for the worse.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Nocera, Inc.




/s/ Erik S. Nelson



Erik S. Nelson

Title: Corporate Secretary

Date: May 15, 2020