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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): October 31, 2025
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 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 Common Stock during the ten (10) trading days immediately preceding the applicable Conversion
Date (as defined in the Notes); provided, however, that in no event shall the conversion price be less than the Floor Price (as defined
in the Notes) then in effect (subject to customary adjustments and the applicable limitations under Nasdaq Listing Rules). The Notes will
bear interest at a rate of nine percent (9%) per annum, payable monthly in arrears, mature twenty-four (24) months from the date of issuance
and contain customary events of default (upon which the interest rate will increase to a rate of eighteen percent (18%) per annum).
The Notes will rank senior to all existing and
future indebtedness of the Company (other than Permitted Indebtedness (as defined in the Notes) secured by Permitted Liens (as defined
in the Notes)) and will be secured by a first-priority security interest in substantially all of the Company’s assets purchased
or acquired with the proceeds of a Closing pursuant to a Pledge and Security Agreement and an Account Control Agreement to be entered
into by and between the Company and the Investor at or prior to the Initial Closing.
A Note holder will not have the right to convert
any portion of a Note, to the extent that, after giving effect to such conversion, the holder (together with certain of its affiliates
and other related parties) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving
effect to such conversion (the “Beneficial Ownership Limitation”). However, a Note holder, upon notice to the Company, may
increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the shares of Common Stock outstanding immediately after giving effect to such conversion. Any increase in the Beneficial Ownership
Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.
At any time during the Covenant Period (as defined
in the Purchase Agreement), the Company will be prohibited from effecting or entering into an agreement to effect any Subsequent Placement
(as defined in the Purchase Agreement) involving a Variable Rate Transaction (as defined in the Purchase Agreement) without the written
consent of the Investor in its sole discretion. For a period of time ending the later of (i) the second anniversary of the Purchase Agreement,
and (ii) the last Closing Date thereunder, the Investor has the right to participate up to 25% of in any equity or equity linked financing
of the Company on the same terms as such other investor(s). The Company also agreed to reimburse the Investor for the fees and expenses
of its legal counsel and other out-of-pocket expenses.
The Company has also agreed to use commercially
reasonable efforts to obtain stockholder approval within sixty (60) days of the Initial Closing Date for the issuance of the shares of
Common Stock issuable upon pursuant to the Notes in accordance with Nasdaq Listing Rules and the approval of an amendment to the Company’s
Amended and Restated Articles of Incorporation to increase the number of authorized shares of capital stock of the Company to two billion
shares.
In connection with the Purchase Agreement, on
October 31, 2025, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with
the Investor, pursuant to which the Company agreed to file a registration statement on Form S-3 with the Securities and Exchange Commission
(the “SEC”) to register the resale of all of the Conversion Shares and shares of Common Stock otherwise issuable pursuant
to the Notes within 30 calendar days after the Initial Closing Date (as defined in the Purchase Agreement) and to have such registration
statement be declared effective by the SEC within ninety (90) calendar days of the Initial Closing Date. Pursuant to the terms of the
Registration Rights Agreement, the Company must also file one or more additional registration statements for the resale of the Registrable
Securities (as defined in the Registration Rights Agreement), if necessary.
Curvature Securities LLC served as placement agent
in connection with the offering, and A.G.P./Alliance Global Partners acted as advisor to the Company.
The foregoing summaries of the Purchase Agreement,
the Notes, the Registration Rights Agreement, the Pledge and Security Agreement, and the Account Control Agreement are qualified in their
entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 4.1, 10.2, 10.3 and 10.4, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
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.
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.
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.
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) |
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 |
| |
|
