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2025-08-29
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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): August 29, 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 August 29, 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 sell, and the Investor agreed
to purchase, up to 13,500 shares of the Company’s newly-designated Series B Convertible Non-Voting Preferred Stock, par value $0.001
per share (the “Series B Preferred Stock”), having a stated value of $1,000 per shares, at a purchase price of $910 per share.
The Series B Preferred Stock convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock” and such shares, the “Conversion Shares”), upon the terms and conditions as discussed below in Item 5.03 of this
Current Report on Form 8-K.
On August 29, 2025, we issued and sold 3,500 shares
of Series B Preferred Stock for an aggregate purchase price of $3.15 million at the initial closing (the “Initial Closing”).
Pursuant to the Purchase Agreement, we may issue and sell in one or more additional closings of up to an aggregate of 10,000 additional
shares of Series B Preferred Stock subject to the terms and conditions set forth in the Purchase Agreement.
The Purchase Agreements contain customary representations,
warranties and covenants by the Company and the Investor. Pursuant to the Purchase Agreement, the Company agreed that until the later
(the date no shares of Series B Preferred Stock remain outstanding and five (5) year from the Initial Closing (the “Covenant Period”),
it will not, without the prior written consent of the Investor issue any shares of Serie B Preferred Stock other than to the Investor
as contemplated in the Purchase Agreement and shall not issue any other securities that would cause a breach or default under the Purchase
Agreement or the Certificate of Designation (as defined below). The Company also agreed that during the Covenant Period it will be prohibited
from effecting or entering into an agreement to effect any equity security or any equity-linked or related security, any debt, any preferred
shares or any purchase rights (each a “Subsequent Placement”) involving a Variable Rate Transaction, as defined in the Purchase
Agreement. The Company also agreed that from each closing date until the date immediately following the 20th trading day after a registration
statement for the resale of the Conversion Shares issuable upon conversion of the shares of Series B Preferred Stock issued in the applicable
closing has been declared effective by the SEC, neither it nor any of its subsidiaries shall effect any Subsequent Placement. The Company
also granted to the Investor a participation right in Subsequent Placement until the later of (i) the second anniversary of the date of
the Purchase Agreement, and (ii) the last closing date under the Purchase Agreement. Under the Purchase Agreement, the Company will use
its reasonable efforts to obtain stockholder approval of the full issuance of the Conversion Shares in accordance with the requirements
of Nasdaq Listing Rule 5635(d). Such meeting of the Company’s stockholders shall be promptly called and held not later than sixty
(60) calendar days after the Initial Closing.
Also on August, 29, 2025 and in connection with
the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights
Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the resale of the Conversion
Shares, including certain piggybank registration rights, and agreed to file an initial registration statement within certain
time periods as set forth in the Registration Rights Agreement to register the Conversion Shares.
The foregoing descriptions of the Purchase Agreement
and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text
of the forms of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance and sale of the Series B Preferred
Stock at the Initial Closing was made, and the issuance and sale of the additional shares of Series B Preferred Stock and Conversion Shares
will be made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public
offering. The Investor represented that it is as “accredited investor” as defined in Rule 501(a) under the Securities Act.
The information in Item 1.01 is incorporated by
reference herein.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On August 28, 2025, the Board of Directors approved
and the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Non-Voting Preferred
Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, designating up to 1,000,000 shares
of Series B Convertible Non-Voting Preferred Stock and establishing the rights, preferences, privileges and limitations of such Series
B Preferred Stock. A copy of the Certificate of Designation is filed as Exhibit 3.1 hereto.
Beginning on October 1, 2025, each holder of is
entitled to receive a mandatory monthly dividend, at an annual rate equal to the product of (i) the aggregate stated value of the shares
of Series B Preferred Stock held by such holder, multiplied by (ii) nine percent (9.0%). Such dividend shall be payable in either cash
or in shares of Common Stock.
The Series B Preferred Stock is convertible into
shares of Common Stock, subject to the terms and conditions of the Certificate of Designation, including a beneficial ownership limitation
which prohibits a holder from converting shares of Series B Preferred Stock if immediately after giving effect to the issuance of the
Conversion Shares, such holder owns in excess of 4.99% (or, upon election by a holder, 9.99%) of the total number of shares of Common
Stock then outstanding.
The Series B Preferred Stock ranks senior to
the Common Stock and the Company’s Series A Preferred Stock with respect to the preferences as to dividends, distributions, and
payments upon liquidation, dissolution or winding up, subject to the terms of the Certificate of Designation.
The Series B Preferred Stock does not have voting
rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote
of the holders of a majority of the then-outstanding shares of the Series B Preferred Stock, (i) alter or change adversely the powers,
preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation, (ii) amend the Articles
of Incorporation or any other charter documents of the Company in any manner that adversely affects any rights of the holder of Series
B Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing.
Subject to the terms and conditions of the Certificate
of Designation, the Series B Preferred Stock is redeemable at the option of the Company at any time for cash or redeemable by the holders,
at the option of the holders, at any time after the two (2) year anniversary of the first issuance of any shares of the Series B Preferred
Stock. Subject to the terms and conditions of the Certificate of Designation, upon the occurrence and continuance of events of default
described in the Certificate of Designation the holders, at their sole discretion, may require a mandatory redemption of the Series B
Preferred Stock by the Company at a redemption price equal to 125% of the stated value and any accrued and unpaid dividends on such shares
of Series B Preferred Stock subject to such mandatory redemption.
The foregoing descriptions of the Series B Preferred
Stock and the Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text
of the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 3.1 |
Certificate of Designation of Series B Convertible Non-Voting Preferred Stock as filed on August 28, 2025 |
| 10.1 |
Form of Securities Purchase Agreement, dated August 29, 2025, by and between the Company and the Investor |
| 10.2 |
Form of Registration Rights Agreement, dated August 29, 2025, by and between the Company and the Investor |
| 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: August 29, 2025 |
By: /s/ Andy Ching-An Jin |
| |
Name: Andy Ching-An Jin
Title: Chief Executive Officer |
| |
|
