Nocera, Inc. Files 8-K: Material Agreement & Financial Updates

TL;DR

Nocera Inc. signed a big deal and has new financial obligations, plus equity sales reported.

AI Summary

On October 31, 2025, Nocera, Inc. entered into a material definitive agreement, which also created a direct financial obligation. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and financial obligations, which could impact Nocera, Inc.'s financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and financial obligations, which inherently carry risk, alongside unregistered equity sales.

Key Players & Entities

• NOCERA, INC. (company) — Registrant
• October 31, 2025 (date) — Earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-41434 (commission_file_number) — SEC File Number
• 16-1626611 (ein) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NCRA The Nasdaq Stock Mark
• $300,000,000 — gate original principal amount of up to $300,000,000 (the "Notes" , subject to the satisfact
• $8,000,000 — ote in an aggregate principal amount of $8,000,000 for an aggregate purchase price of $7,2
• $7,280,000 — ,000 for an aggregate purchase price of $7,280,000 at the initial closing (the "Initial Cl
• $292,000,000 — 000,000 individually, and not more than $292,000,000 in the aggregate. The Notes will be co

Filing Documents

• nocera_8k.htm (8-K) — 41KB
• nocera_ex0401.htm (EX-4.1) — 365KB
• nocera_ex1001.htm (EX-10.1) — 426KB
• nocera_ex1002.htm (EX-10.2) — 204KB
• nocera_ex1003.htm (EX-10.3) — 200KB
• nocera_ex1004.htm (EX-10.4) — 72KB
• nocera_ex9901.htm (EX-99.1) — 14KB
• bitgologo.jpg (GRAPHIC) — 3KB
• image_001.jpg (GRAPHIC) — 8KB
• 0001683168-25-007901.txt ( ) — 1784KB
• ncra-20251031.xsd (EX-101.SCH) — 3KB
• ncra-20251031_lab.xml (EX-101.LAB) — 33KB
• ncra-20251031_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 October 31, 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 issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000 (the "Notes" , subject to the satisfaction or waiver of certain closing conditions. The Company expects to issue an initial Note in an aggregate principal amount of $8,000,000 for an aggregate purchase price of $7,280,000 at the initial closing (the "Initial Closing") upon the satisfaction of certain closing conditions. Subject to certain conditions described in the Purchase Agreement, the Company has the option to request that the Investor purchase additional Notes (the "Company's Option Closing"), and the Investor has the option to cause the Company to sell additional Notes (the "Investor's Option Closing"), provided that the aggregate original principal amount of any Notes issued in such subsequent closings with respect to Company's Option Closing and the Investor's Option Closing shall not exceed $8,000,000 individually, and not more than $292,000,000 in the aggregate. The Notes will be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a conversion price equal to the lower of (A) the lower of: (i) the closing price of the Common Stock as reported by Nasdaq on the trading day immediately prior to the applicable Closing (as defined in the Purchase Agreement), and (ii) the average of the closing price of the Common Stock as reported by Nasdaq for each of the five trading days immediately preceding the applicable Closing, and (B) 93% of the lowest daily volume-weighted average price of the

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the Notes will constitute a direct financial obligation of the Company that is material to the Company.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The issuance and sale of the Notes and the issuance of the Conversion Shares upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be made in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 3, 2025, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Note 10.1 Form of Securities Purchase Agreement, dated as of October 31, 2025, by and between the Company and the Investor 10.2 Form of Registration Rights Agreement, dated as of October 31, 2025, by and between the Company and the Investor 10.3 Form of Pledge and Security Agreement by and between the Company and the Investor 10.4 Form of Account Control Agreement by and between the Company and the Investor 99.1 Press release dated November 3, 2025 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: November 3, 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