Nocera (NCRA) adds new CFO and AI adviser with share-based pay
Rhea-AI Filing Summary
Nocera, Inc. (NCRA) entered into a two-year Consulting Agreement with Chien-Hua Tseng, effective August 17, 2026, for strategic advisory services on artificial intelligence module technology, product roadmap, market positioning, and related corporate decisions. As equity consideration, Nocera issued 50,000 shares of common stock on August 17, 2026 and may issue another 50,000 shares on August 17, 2027, conditional on continued service. Each tranche is fully vested upon issuance and carries no exercise price.
Nocera also executed a two-year Employment Agreement with Shun-Chih Chuang, who will serve as Chief Financial Officer. Mr. Chuang will receive an annual salary of $84,000, payable in equal monthly installments, plus 100,000 unregistered shares of common stock each year during the term, with the first 100,000 shares issued at signing and the second 100,000 issuable at the start of year two, subject to customary transfer restrictions. Both agreements include flexible termination rights and standard protective covenants such as confidentiality and non-solicitation.
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8-K Event Classification
3 items: 1.01, 5.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial consulting equity grant: 50,000 shares
Contingent consulting equity grant: 50,000 shares
CFO annual salary: $84,000
+4 more
7 metrics
Initial consulting equity grant
50,000 shares
Common stock issued to Chien-Hua Tseng on August 17, 2026 under Consulting Agreement
Contingent consulting equity grant
50,000 shares
Common stock issuable August 17, 2027 if services continue through that date
CFO annual salary
$84,000
Annual base salary for Chief Financial Officer under Employment Agreement
CFO equity per year
100,000 shares
Unregistered common shares to be issued annually during the Employment Agreement term
Initial CFO equity grant
100,000 shares
Unregistered common stock issued immediately upon execution of Employment Agreement
Employment term
two-year term
Initial term of CFO Employment Agreement starting August 17, 2026
Consulting term
two-year term
Consulting Agreement runs through August 16, 2028 unless earlier terminated
Key Terms
Emerging growth company, Material Definitive Agreement, unregistered, transfer restrictions, +1 more
5 terms
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement. On August 17, 2026"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
unregistered financial
"The shares are unregistered and subject to customary transfer restrictions."
Unregistered describes a security, product, or offering that has not been filed with or approved by the relevant regulator (for example, the securities regulator or health agency). Think of it like buying a product that has not gone through the usual safety label or warranty checks — information may be limited, legal protections reduced, and resale or trading can be restricted. Investors should view unregistered items as higher risk because they often carry greater uncertainty about disclosure, liquidity, and regulatory compliance.
transfer restrictions financial
"The shares are unregistered and subject to customary transfer restrictions."
Transfer restrictions are legal or contractual limits that prevent or delay selling, gifting, or otherwise moving ownership of a security. Think of them like a temporary lock on a share that can be imposed by law, a contract, or a registrar: they matter to investors because they reduce liquidity, can delay when holders can realize cash, and often affect a security’s market value and attractiveness to buyers.
non-solicitation regulatory
"The Employment Agreement contains confidentiality, non-solicitation, non-disparagement, work-product"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
FAQ
What consulting agreement did NCRA announce on August 17, 2026?
Nocera, Inc. entered a two-year Consulting Agreement with Chien-Hua Tseng effective August 17, 2026. The contractor will advise on AI module technology strategy, product roadmap, market positioning, and related corporate decisions on an as-needed basis.
What are the key terms of NCRA’s new CFO Employment Agreement?
Nocera appointed Shun-Chih Chuang as Chief Financial Officer under a two-year Employment Agreement. He will receive an annual salary of $84,000, payable monthly, and must devote his full business time, attention, and energies to the company.
What equity compensation will NCRA’s CFO receive under the agreement?
During the term, Nocera will issue 100,000 unregistered shares of common stock to the CFO annually. The first 100,000 shares were issued at signing, and the second 100,000 shares are to be issued at the start of the second year, subject to transfer restrictions.
Can NCRA or its CFO terminate the Employment Agreement early?
Yes. Either party may terminate the Employment Agreement without cause upon 30 days’ written notice. Nocera also may terminate immediately for specified causes such as certain felonies, uncured material malfeasance, policy violations, prolonged incapacity, gross neglect, willful insubordination, or death.
What termination rights exist under NCRA’s AI consulting agreement?
Nocera may terminate the Consulting Agreement at any time with five working days’ written notice, while the contractor may terminate with 30 days’ prior written notice. The agreement otherwise runs for two years, through August 16, 2028, unless ended earlier.
AI-generated analysis. How Rhea-AI works. Not financial advice.
