NOCERA, INC. - Form 8-K

Nocera, Inc. has entered into an Equity Purchase Facility Agreement (EPFA) with an institutional investor, allowing the company to issue and sell up to $100,000,000 in common stock over a 24-month period. The company can initiate sales through advance notices, with no minimum purchase or non-usage fees. The agreement includes customary representations, warranties, and covenants, with limitations on the investor's ownership (4.99%, potentially 9.99%) and an overall cap on shares issued under the EPFA (19.99% of outstanding stock) until stockholder approval is obtained. During a specific restricted period, the investor has a right of first refusal on subsequent placements, and the company is restricted from certain variable rate transactions. The EPFA terminates after 24 months, upon full utilization of the commitment amount, or if the company restates financial statements for two consecutive quarters. Curvature Securities LLC is the placement agent. The shares will be offered under Section 4(a)(2) of the Securities Act, with the investor represented as an accredited investor. Additionally, Nocera, Inc. entered into a Registration Rights Agreement, obligating the company to file a resale registration statement for the shares within 45 days, aiming for effectiveness within 90 days. A First Amendment to a Securities Purchase Agreement (Original SPA) was also made, clarifying that net proceeds from the sale of convertible notes would be used for general corporate purposes, working capital, or strategic transactions, while prohibiting use for debt repayment, repurchases, related party payments, or litigation settlement.