Nocera, Inc. Files 8-K with Material Agreements and Equity Sales

TL;DR

Nocera Inc. dropped an 8-K: material agreements, equity sales, and amended bylaws. Big moves happening.

AI Summary

Nocera, Inc. filed an 8-K on August 29, 2025, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and the filing of financial statements and exhibits. The company is incorporated in Nevada and its principal executive offices are located in New Taipei City, Taiwan.

Why It Matters

This 8-K filing indicates significant corporate actions by Nocera, Inc., including potential new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and amendments to governing documents, which can introduce complexity and potential risks for investors.

Key Players & Entities

• NOCERA, INC. (company) — Registrant
• August 29, 2025 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• New Taipei City Taiwan (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NCRA The Nasdaq Stock Mark
• $1,000 — erred Stock"), having a stated value of $1,000 per shares, at a purchase price of $910
• $910 — ,000 per shares, at a purchase price of $910 per share. The Series B Preferred Stock
• $3.15 million — tock for an aggregate purchase price of $3.15 million at the initial closing (the "Initial Cl

Filing Documents

• nocera_8k.htm (8-K) — 41KB
• nocera_ex0301.htm (EX-3.1) — 205KB
• nocera_ex1001.htm (EX-10.1) — 387KB
• nocera_ex1002.htm (EX-10.2) — 200KB
• image_001.jpg (GRAPHIC) — 103KB
• image_002.jpg (GRAPHIC) — 175KB
• 0001683168-25-006587.txt ( ) — 1564KB
• ncra-20250829.xsd (EX-101.SCH) — 3KB
• ncra-20250829_lab.xml (EX-101.LAB) — 33KB
• ncra-20250829_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 August 29, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional accredited investor (the "Investor"), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, up to 13,500 shares of the Company's newly-designated Series B Convertible Non-Voting Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), having a stated value of $1,000 per shares, at a purchase price of $910 per share. The Series B Preferred Stock convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock" and such shares, the "Conversion Shares"), upon the terms and conditions as discussed below in Item 5.03 of this Current Report on Form 8-K. On August 29, 2025, we issued and sold 3,500 shares of Series B Preferred Stock for an aggregate purchase price of $3.15 million at the initial closing (the "Initial Closing"). Pursuant to the Purchase Agreement, we may issue and sell in one or more additional closings of up to an aggregate of 10,000 additional shares of Series B Preferred Stock subject to the terms and conditions set forth in the Purchase Agreement. The Purchase Agreements contain customary representations, warranties and covenants by the Company and the Investor. Pursuant to the Purchase Agreement, the Company agreed that until the later (the date no shares of Series B Preferred Stock remain outstanding and five (5) year from the Initial Closing (the "Covenant Period"), it will not, without the prior written consent of the Investor issue any shares of Serie B Preferred Stock other than to the Investor as contemplated in the Purchase Agreement and shall not issue any other securities that would cause a breach or default under the Purchase Agreement or the Certificate of Designation (as defined below). The Company also agreed that during

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The issuance and sale of the Series B Preferred Stock at the Initial Closing was made, and the issuance and sale of the additional shares of Series B Preferred Stock and Conversion Shares will be made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The Investor represented that it is as "accredited investor" as defined in Rule 501(a) under the Securities Act. The information in Item 1.01 is incorporated by reference herein. 2

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 28, 2025, the Board of Directors approved and the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Non-Voting Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Nevada, designating up to 1,000,000 shares of Series B Convertible Non-Voting Preferred Stock and establishing the rights, preferences, privileges and limitations of such Series B Preferred Stock. A copy of the Certificate of Designation is filed as Exhibit 3.1 hereto. Beginning on October 1, 2025, each holder of is entitled to receive a mandatory monthly dividend, at an annual rate equal to the product of (i) the aggregate stated value of the shares of Series B Preferred Stock held by such holder, multiplied by (ii) nine percent (9.0%). Such dividend shall be payable in either cash or in shares of Common Stock. The Series B Preferred Stock is convertible into shares of Common Stock, subject to the terms and conditions of the Certificate of Designation, including a beneficial ownership limitation which prohibits a holder from converting shares of Series B Preferred Stock if immediately after giving effect to the issuance of the Conversion Shares, such holder owns in excess of 4.99% (or, upon election by a holder, 9.99%) of the total number of shares of Common Stock then outstanding. The Series B Preferred Stock ranks senior to the Common Stock and the Company's Series A Preferred Stock with respect to the preferences as to dividends, distributions, and payments upon liquidation, dissolution or winding up, subject to the terms of the Certificate of Designation. The Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Series B Convertible Non-Voting Preferred Stock as filed on August 28, 2025 10.1 Form of Securities Purchase Agreement, dated August 29, 2025, by and between the Company and the Investor 10.2 Form of Registration Rights Agreement, dated August 29, 2025, by and between the Company and the Investor 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: August 29, 2025 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