NOCERA Raises $1M via Private Placement of 1M Shares

TL;DR

**NOCERA just raised $1M by selling 1M shares privately, diluting existing stock.**

AI Summary

NOCERA, INC. entered into a material definitive agreement on January 31, 2024, issuing 1,000,000 shares of common stock at $0.001 par value per share to an accredited investor for a total of $1,000,000. This private placement, conducted under Regulation S, means the company raised $1 million without registering the shares with the SEC, which could dilute existing shareholders' ownership and potentially impact the stock price if the new shares eventually enter the public market.

Why It Matters

This private placement provides NOCERA with $1 million in capital, which can fund operations or growth, but it also dilutes existing shareholders by adding 1 million new shares.

Risk Assessment

Risk Level: medium — The issuance of new shares through an unregistered sale can dilute existing shareholder value and may signal a need for capital that couldn't be raised through public offerings.

Analyst Insight

An investor should monitor how NOCERA, INC. utilizes the $1 million capital raised and assess the impact of the 1 million new shares on the company's per-share metrics and future stock performance.

Key Numbers

• $1,000,000 — Proceeds from Equity Sale (Capital raised by NOCERA, INC. through the private placement.)
• 1,000,000 — Shares Issued (Number of common stock shares issued in the unregistered sale.)
• $0.001 — Par Value per Share (The stated par value of each common stock share issued.)

Key Players & Entities

• NOCERA, INC. (company) — registrant and issuer of shares
• 1,000,000 (dollar_amount) — total proceeds from the sale of equity securities
• January 31, 2024 (date) — date of the earliest event reported and the material definitive agreement
• 1,000,000 (dollar_amount) — number of shares of common stock issued
• $0.001 (dollar_amount) — par value per share of common stock

Forward-Looking Statements

• The increased share count from this private placement will lead to a slight dilution of existing shareholder value. (NOCERA, INC.) — high confidence, target: Q1 2024
• The capital raised will be used to fund ongoing operations or strategic initiatives. (NOCERA, INC.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NCRA The Nasdaq Stock Mark

Filing Documents

• nocera_8k.htm (8-K) — 44KB
• nocera_ex1001.htm (EX-10.1) — 17KB
• nocera_ex1002.htm (EX-10.2) — 196KB
• nocera_ex1003.htm (EX-10.3) — 178KB
• nocera_ex1004.htm (EX-10.4) — 172KB
• nocera_ex1005.htm (EX-10.5) — 172KB
• nocera_ex9901.htm (EX-99.1) — 11KB
• image_002.jpg (GRAPHIC) — 6KB
• 0001683168-24-000718.txt ( ) — 1099KB
• ncra-20240131.xsd (EX-101.SCH) — 3KB
• ncra-20240131_lab.xml (EX-101.LAB) — 33KB
• ncra-20240131_pre.xml (EX-101.PRE) — 22KB
• nocera_8k_htm.xml (XML) — 4KB

01 – Entry into a Material Definitive

Item 1.01 – Entry into a Material Definitive Agreement On January 31, 2024, Nocera, Inc. (the "Company"), through its wholly-owned subsidiary and foreign enterprise, Shanghai Nocera Culture Co., Ltd. ("WFOE") and Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. ("Xinca"), a domestic funded limited liability company registered in China (P.R.C) (collectively, the "Parties") entered into a series of contractual agreements ("VIE Agreements") whereby the Company agreed to provide technical consulting and related services to Xinca. As a result, the Company has been determined to be the primary beneficiary of Xinca and Xinca became a variable interest entity ("VIE") of the Company. The VIE Agreements The VIE structure was adopted mainly because the Chinese operating company may in the future engage in business that may require special licenses in China in an industry prohibiting foreign investment. The Company has entered into the following contractual arrangements with shareholders of Xinca that enable the Company to (i) have the power to direct the activities that most significantly affects the economic performance of Xinca, and ii) receive the economic benefits of Xinca that could be significant to Nocera. Pursuant to the VIE Agreements, the Company is fully and exclusively responsible for the management of Xinca, assumes all of the risk of losses of Xinca and has the exclusive right to exercise all voting rights of Xinca's shareholders. (1) Variable Interest Entity Purchase Agreement On January 31, 2024, WFOE entered into a Variable Interest Entity Purchase Agreement with Xinca and Zhong Hui, the owner of 100% of the equity interests of Xinca (the "Existing Shareholder") pursuant to which WFOE purchased 100% of the equity interests in Xinca from the Existing Shareholder in consideration for 1,800,000 shares of the Company's unregistered common stock. (2) Voting Rights Proxy Agreement & Power of Attorney Agreement . On January 31, 2024, WFOE ente

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Pursuant to the Share Exchange Agreement, we exchanged a total of 1,800,000 shares of our restricted common stock for 100% of the issued and outstanding shares of Xinca. We relied on Regulation S for the exemption from registration of the shares in this transaction. See the disclosures under Item 1.01 of this Current Report on Form 8-K, incorporated herein by this reference.

01. Other Information

Item 8.01. Other Information. On February 6, 2024, the Company issued a press release announcing the VIE Agreements. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The disclosures under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

01 - Exhibits

Item 9.01 - Exhibits (a) Financial Statements of Business Acquired * to be filed by Amendment by April 11, 2024. (d) Exhibits Exhibit No. Description 10.1 Share Exchange Agreement 10.2 Voting Rights Proxy Agreement & Power of Attorney 10.3 Exclusive Business Cooperation Agreement 10.4 Equity Interest Pledge Agreement 10.5 Exclusive Call Option Agreement 99.1 Press Release issued February 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES 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. Date: February 6, 2024 By: /s/ Andy Ching-An Jin Name: Andy Ching-An Jin Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR