お知らせ • Jul 04
Nasdaq to Delist Ordinary Shares of noco-noco The Nasdaq Stock Market announced that it will delist the ordinary shares and warrants of noco-noco Inc. noco-noco’s securities were suspended on November 25, 2024 and have not traded on Nasdaq since that time. お知らせ • Jan 24
noco-noco Inc. Announces Resignation of Noriyoshi Suzuki as Independent Director and Re-Establishment of Sub-Committees On January 23, 2025, Mr. Noriyoshi Suzuki notified noco-noco Inc. of his resignation as an independent director of the Company, effective from January 24, 2025. Mr. Noriyoshi Suzuki has advised that his resignation was due to personal reasons and was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. Re-establishment of Sub-Committees of the Board of Directors: As a result of resignations of Mr. Noriyoshi Suzuki as an independent director, the Company will adjust the Sub-Committees of the Board of Directors as follows: Audit Committee: Chairperson - Minoru Tanaka. Member - Jean-François Raymond Roger Minier. Nomination and Corporate Governance Committee (No Change): Chairperson - Jean-François Raymond Roger Minier. Member - Minoru Tanaka. Member - Masataka Matsumura. Compensation Committee: Chairperson - Jean-François Raymond Roger Minier. Member - Masataka Matsumura. お知らせ • Oct 30
noco-noco Inc. announced delayed 20-F filing On 10/29/2024, noco-noco Inc. announced that they will be unable to file their next 20-F by the deadline required by the SEC. お知らせ • Oct 23
noco-noco Inc. Seeks an Extension to Effect Its Reverse Stock Split in Order to Comply with Nasdaq’s Minimum Bid Price Requirement noco-noco Inc. (the “Company”) announced that it has sought an extension to effect its reverse stock split in order to comply with Nasdaq’s minimum bid price requirement, following a delay that prevented the reverse split from taking place, by the previously set deadline of November 1, 2024. At the Extraordinary General Meeting (“EGM”) held on October 17, 2024, the Company’s shareholders approved a share consolidation (reverse stock split) and the adoption of an Amended Memorandum & Articles of Association (“MAA”), both intended to take effect immediately. However, due to the timing of the required filings, the reverse split was delayed. Specifically, the Company did not submit the Company Event Notification Form to Nasdaq five business days prior to the planned effective date. This delay arose because of the issuance of consideration shares to noco-tech, a wholly-owned subsidiary of 3DOM Alliance Inc., as part of the Company's broader compliance strategy regarding the shareholders' equity requirement. The transfer agent required more time than expected to process these updates to the shareholder register. Due to this delay, the Company will need to postpone the effective date of the share consolidation. Under Cayman Islands law, changes such as share consolidation and amendments to the MAA require shareholder approval. As the Company was unable to implement the share consolidation on the previously approved date, it will seek shareholder ratification for the revised effective date at an upcoming EGM, anticipated on December 13, 2024, with the reverse stock split expected to be implemented approximately December 20, 2024. In connection with its actions to comply with the $2.5 million minimum stockholders’ equity requirement in accordance with the Panel’s decision dated August 25, 2024, the Company closed the acquisition of separator production facilities from noco-tech Inc. for approximately $9 million, via a new issuance of 90,433,183 restricted ordinary shares of the Company at a reference price of $0.10 per share, with such shares to be issued as full and final consideration for the assets. The successful transaction closing has significantly improved the shareholder equity deficit position of $7.3 million as of June 30, 2024 (unaudited) to a positive position of $1.7 million. The Company remains committed to regaining compliance with Nasdaq’s listing standards and will continue to update shareholders on further developments. New Risk • Aug 01
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 28% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (28% average weekly change). Negative equity (-US$7.5m). Shareholders have been substantially diluted in the past year (over 15x increase in shares outstanding). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (US$38.9m market cap). New Risk • Jun 02
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (16% average weekly change). Negative equity (-US$3.7m). Shareholders have been substantially diluted in the past year (over 15x increase in shares outstanding). Revenue is less than US$1m. Minor Risks Latest financial reports are more than 6 months old (reported June 2023 fiscal period end). Market cap is less than US$100m (US$26.4m market cap). New Risk • Mar 27
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 17% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$3.0m free cash flow). Share price has been highly volatile over the past 3 months (17% average weekly change). Negative equity (-US$3.7m). Shareholders have been substantially diluted in the past year (over 15x increase in shares outstanding). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (US$44.1m market cap). Board Change • Feb 01
High number of new and inexperienced directors There are 6 new directors who have joined the board in the last 3 years. The company's board is composed of: 6 new directors. No experienced directors. No highly experienced directors. Chief Product Officer & Director Mari Matsushita is the most experienced director on the board, commencing their role in 2023. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. お知らせ • Nov 02
noco-noco Inc. announced delayed 20-F filing On 11/01/2023, noco-noco Inc. announced that they will be unable to file their next 20-F by the deadline required by the SEC. New Risk • Oct 13
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: US$99.6m This is considered a minor risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (29% average weekly change). Negative equity (-US$1.2m). Shareholders have been substantially diluted in the past year (over 14x increase in shares outstanding). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (US$99.6m market cap). Board Change • Oct 06
High number of new and inexperienced directors There are 6 new directors who have joined the board in the last 3 years. The company's board is composed of: 6 new directors. No experienced directors. No highly experienced directors. Independent Director Timothy Lai is the most experienced director on the board, commencing their role in 2023. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. お知らせ • Sep 17
noco-noco Appoints Darren Ng as its New Chief Financial Officer noco-noco announced the appointment of Darren Ng as its new Chief Financial Officer, based in Singapore. Darren has over two decades of leadership experience across Fintech, Private Equity, and international banks including DBS, HSBC, Standard Chartered, and OCBC. He also brings hands-on start-up experience as the C-suite executive for Asia operations at a leading global Web3 fintech company. Over the course of his career, Darren has been recognized for his successful track record in delivering business transformation, growth, and profits. At HSBC, he received the CEO Impact Award in recognition of his contributions to the transformation of HSBC Singapore. During his tenure at OCBC, he was appointed as a Material Risk Taker (MRT) due to the strategic significance of his role and responsibilities. With a passion for technology-driven Finance Transformation, Darren implemented the first Robotics Process Automation deployment at OCBC to enhance analytics and business reporting for the consumer banking business. During his tenure as the Chief Performance Officer at the Clermont Group, he authored the Clermont Group CFO Red Book, Opco Financial Standards Manual, and Business Risk and Control Playbooks to enhance financial discipline, capital management, and risk control, establishing a robust foundation for sustainable growth across its operating companies. Darren currently serves as the Non-Executive Board Director of Taki Network Pte. Ltd., and Newosis Mental Health Foundation. He is a regularly invited speaker at various International Finance Forums, Expert Panels, and Business Schools around the region. Darren holds a Bachelor of Accountancy from Nanyang Technological University and is an alumnus of the OCBC-INSEAD Flagship Executive Leadership Program.