UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NOCERA, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
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16-1626611 |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
3F (Building B), No. 185, Sec. 1 , Datong Rd., Xizhi
Dist.
New Taipei City 221, Taiwan
(R.O.C.)
(Address, including zip code, and telephone number,
including area code,
of registrant’s principal executive offices)
2018 Nocera, Inc. Stock Option and Award Incentive
Plan
(Full titles of the plans)
Andy Jin
Chief Executive Officer
Nocera, Inc.
3F (Building B), No. 185, Sec. 1 , Datong
Rd., Xizhi Dist.
New Taipei City 221, Taiwan (R.O.C.)
(886)-910-163-358
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Ross D. Carmel, Esq.
Benjamin E. Sklar, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31stFloor
New York, New York 10036
Telephone: (212) 930-9700
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
☒ |
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Smaller reporting company |
☒ |
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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. ☐
Explanatory Note
This Registration Statement on Form S-8 (this
“Registration Statement”) is being filed by Nocera, Inc. (the “Company”) to register 6,666,667 shares of its common
stock, par value $0.001 per share (the “Common Stock”), available for issuance under the Company’s 2018 Stock Option
and Award Incentive Plan (the “2018 Plan”). The 2018 Plan was adopted by the Board of Directors of the Company and approved
by the Company’s stockholders, effective as of December 31, 2018. The 2018 Plan provides for the grant of incentive stock options,
non-qualified stock options, and stock purchase rights to employees, consultants, and directors of the Company and its affiliates. The
2018 Plan is administered by the Compensation Committee of the Board of Directors of the Company.
The Company has not previously filed a registration
statement on Form S-8 with respect to the 2018 Plan. Accordingly, this Registration Statement registers the entire 6,666,667 shares of
Common Stock authorized for issuance under the 2018 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form
S-8 will be sent or given to participants of the 2018 Nocera, Inc. Stock Option and Award Incentive Plan (the “2018 Plan”),
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not
required to be, and are not, filed with the Securities and Exchange Commission (“SEC”) either as part of this Registration
Statement on Form S-8 (this “Registration Statement”) or as a prospectus or prospectus supplement pursuant to Rule 424 under
the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part
II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 1. Plan Information.
The Company will provide each recipient of a grant
under the 2018 Plan (the “Recipients”) with documents that contain information related to the 2018 Plan, and other information
including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required to be and is not being
filed as a part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. The foregoing information and the documents incorporated by reference in response to Item 3 of Part II of this Registration Statement,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus
will be given to each Recipient who receives shares of Common Stock covered by this Registration Statement, in accordance with Rule 428(b)(1)
under the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section
10(a) Prospectus) and other documents required to be delivered to eligible employers, non-employee directors and consultants pursuant
to Rule 428(b) are available without charge by contacting:
Andy Jin
Chief Executive Officer
Nocera, Inc.
3F (Building B), No. 185,
Sec. 1, Datong Rd.
Xizhi Dist., New
Taipei City Taiwan, 221
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Commission allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring you to
those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the Commission will automatically update and supersede this information.
The documents listed below are incorporated by reference into this prospectus:
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on May 6, 2025, as amended on June 4, 2025 and June 20, 2025; |
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the Registrant’s Annual Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the Commission on May 15, 2025, as amended on June 20, 2025; |
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the Registrant’s Current Report on Form 8-K filed with the
Commission on June
10, 2025, August 29, 2025, and September 3, 2025 and; |
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the description of the Registrant’s common stock contained in the Registrant’s Form 8-A (File No: 001-41434) filed with the Commission on June 24, 2022. |
All documents filed and to be filed by the Registrant
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the respective date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report (or portion
thereof) furnished under Item 7.01 of Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this
Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently
filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND
COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada Revised Statutes
(“NRS”) permits a Nevada corporation to indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation (i.e., a “non-derivative proceeding”), by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including
attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with
the action, suit or proceeding if he or she:
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is not liable under NRS 78.138 for breach of his or her fiduciary duties to the corporation; or |
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acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. |
In addition, NRS 78.7502 permits Nevada corporation
to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit
by or in the right of the corporation to procure a judgment in its favor (i.e., a “derivative proceeding”), by reason of the
fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense
or settlement of the action or suit if he or she:
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is not liable under NRS 78.138 for breach of his or her fiduciary duties to the corporation; or |
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acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. |
Under NRS 78.502, indemnification may not be made
for any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in defense of any non-derivative proceeding or any derivative
proceeding, or in defense of any claim, issue or matter therein, the corporation is obligated to indemnify him or her against expenses,
including attorneys’ fees, actually and reasonably incurred in connection with the defense.
NRS 78.752 permits a Nevada corporation to purchase
and maintain insurance or to make other financial arrangements on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses
incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such,
whether or not the corporation has the authority to indemnify him or her against such liability and expenses.
Under the Registrant’s bylaws, the directors
shall cause the Registrant to indemnify a director or former director of the Registrant, and the
directors may cause the Registrant to indemnify a director or former director of a corporation of which the Registrant is or was a shareholder
and the heirs and personal representatives of any such person against all costs, charges, and expenses, including any amount paid to settle
an action or satisfy a judgment, actually and reasonably incurred by him, her or them including an amount paid to settle an action or
satisfy a judgment inactive criminal or administrative action or proceeding to which he or she is, or they are made a party by reason
of his or her being or having been a director of the Registrant or a director of such corporation, including an action brought by the
Registrant. Each director of the Registrant on being elected or appointed is deemed to have contracted with the Registrant on the terms
of the foregoing indemnity.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Commission, this indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
| Exhibit No.: |
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Description of Exhibit: |
| 5.1 |
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Opinion of Sichenzia Ross Ference Carmel LLP |
| 10.1 |
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2018 Nocera, Inc. Stock Option and Award Incentive Plan (incorporated by reference to Exhibit 10.2
to Form 8-K12G3 filed with the SEC on January 31, 2019). |
| 23.1 |
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Consent of Enrome LLP |
| 23.2 |
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Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) |
| 24.1 |
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Power of Attorney (included on Signature Page) |
| 107 |
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Filing Fee Table |
Item 9. Undertakings
| (a) |
The undersigned registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, Paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3 or Form F-3
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form
of prospectus filed pursuant to § 230.424(b) of this chapter that is part of the registration statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) That for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Taipei, Taiwan, on October 23, 2025.
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NOCERA, INC. |
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By: |
/s/ Andy Ching-An Jin |
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Name: |
Andy Ching-An Jin |
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Title: |
Chief Executive Officer (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Andy Ching-An Jin and Shun-Chih Chuang, and each of them (with full power
to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Andy Ching-An Jin |
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Chief Executive Officer |
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October 23, 2025 |
| Andy Ching-An Jin |
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(Principal Executive Officer) |
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| /s/ Shun-Chih Chuang |
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Chief Financial Officer |
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October 23, 2025 |
| Shun-Chih Chuang |
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(Principal Financial Officer and Principal Accounting Officer) |
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| /s/ Gerald H. Lindberg |
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Director |
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October 23, 2025 |
| Gerald H. Lindberg |
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| /s/ Yiwen Zhang |
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Director |
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October 23, 2025 |
| Yiwen Zhang |
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| /s/ Sean Filson |
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Director |
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October 23, 2025 |
| Sean Filson |
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| /s/ Hui-Ying Zhuang |
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Director |
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October 23, 2025 |
| Hui-Ying Zhuang |
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| /s/ Song-Yuan Teng |
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Director |
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October 23, 2025 |
| Song-Yuan Teng |
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