Nocera (NASDAQ: NCRA) signs 90-day strategic advisory deal with Phoenix
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Nocera, Inc. entered into a Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC, under which Phoenix will provide strategic advisory and execution support on a non-exclusive basis for an initial 90-day term. Either party may terminate the arrangement for an uncured material breach after a 15-day notice period.
Compensation includes a $150,000 initial retainer for the first 30 days, then $50,000 per month, plus $50,000 in restricted common shares each quarter, priced using the five-day volume-weighted average price before issuance. Phoenix may also receive a 5% fee on qualifying transactions, half in cash and half in common stock. The shares issued to Phoenix are unregistered and rely on the Section 4(a)(2) exemption, and Phoenix represents it is an accredited investor.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 3.02, 8.01, 9.01
3 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial retainer: $150,000
Ongoing monthly fee: $50,000 per month
Quarterly restricted shares value: $50,000 per quarter
+3 more
6 metrics
Initial retainer
$150,000
Cash retainer for first 30 days of advisory agreement
Ongoing monthly fee
$50,000 per month
Cash compensation after initial 30-day period
Quarterly restricted shares value
$50,000 per quarter
Restricted common stock, priced at five-day VWAP before issuance
Transaction fee rate
5%
Fee on qualifying mergers, acquisitions, joint ventures or similar deals
Initial term length
90 days
Initial duration of Strategic Advisory Agreement
Breach cure period
15 days
Time allowed to cure a material breach after notice
Key Terms
Strategic Advisory Agreement, restricted shares, volume-weighted average price, accredited investor, +1 more
5 terms
Strategic Advisory Agreement financial
"Nocera, Inc. entered into a Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC"
volume-weighted average price financial
"priced based on the five-day volume-weighted average price (“VWAP”) prior to issuance"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
accredited investor financial
"Phoenix has made a representation that it is an “accredited investor” as defined in Rule 501 of Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Section 4(a)(2) regulatory
"issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
FAQ
What agreement did Nocera (NCRA) announce with Phoenix MGMT?
Nocera signed a Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC for non-exclusive strategic and execution support. The initial term is 90 days, with either party able to terminate for an uncured material breach after a 15-day notice period.
How is Phoenix MGMT compensated under the Nocera (NCRA) advisory deal?
Compensation combines cash and stock: a $150,000 initial retainer for the first 30 days, followed by $50,000 per month and $50,000 in restricted common shares each quarter, priced using the five-day volume-weighted average price before issuance.
What transaction fee can Phoenix earn from Nocera (NCRA) deals?
Phoenix may receive a 5% transaction fee on any merger, acquisition, joint venture, or similar deal completed during the term that it introduced, structured, or materially advanced, payable 50% in cash and 50% in Nocera common stock.
What is the term and termination right under Nocera’s (NCRA) advisory agreement?
The initial term is 90 days, extendable by mutual written agreement. Either Nocera or Phoenix may terminate the agreement if the other party commits a material breach that remains uncured for 15 days after receiving written notice.
Why is this Nocera (NCRA) agreement disclosed under unregistered sales of equity securities?
The agreement involves issuing restricted shares of Nocera common stock to Phoenix as part of its compensation. Because these shares are unregistered and rely on a Securities Act exemption, the company reports them under the unregistered sales of equity securities item.