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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): May 18,
2026
NOCERA,
INC.
(Exact
name of registrant as specified in charter)
| Nevada |
|
001-41434 |
|
16-1626611 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3F
(Building B), No. 185, Sec. 1, Datong Rd., Xizhi
Dist., New Taipei City Taiwan
221,
ROC
(Address
of principal executive offices and zip code)
(886)
910-163-358
(Registrant’s
telephone number, including area code)
N/A
(Former name or former address, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
NCRA |
The Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On May 18, 2026, Nocera, Inc. (the “Company”)
entered into a Strategic Advisory Agreement (the “Agreement”) with Phoenix MGMT & Consulting LLC (“Phoenix”),
a Delaware limited liability company, pursuant to which Phoenix will provide the Company with strategic advisory and execution support
services on a non-exclusive basis. The initial term of the Agreement is ninety (90) days, subject to extension by mutual written agreement
of the parties. Either party may terminate the Agreement upon written notice if the other party commits a material breach that remains
uncured for fifteen (15) days following notice.
As compensation, the Company will pay Phoenix
an initial retainer of $150,000 for the first thirty (30) days, followed by $50,000 per month thereafter, plus $50,000 in restricted shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), per quarter, priced based on the five-day
volume-weighted average price (“VWAP”) prior to issuance. In addition, Phoenix will be entitled to a transaction fee equal
to five percent (5%) of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix
introduced, structured, or materially advanced, payable fifty percent (50%) in cash and fifty percent (50%) in shares of Common Stock.
The shares of Common Stock issuable to Phoenix
under the Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are
being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. In the Agreement, Phoenix
has made a representation that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities
Act.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Strategic Advisory Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Form of Strategic Advisory Agreement, dated May 18, 2026, by and
between Nocera, Inc. and Phoenix MGMT & Consulting LLC |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 21, 2026 |
By: /s/ Andy Ching-An Jin |
| |
Name: Andy Ching-An Jin
Title: Chief Executive Officer |
