Current Report Filing (8-k)
23 Febbraio 2023 - 8:36PM
Edgar (US Regulatory)
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TW
0001756180
2023-02-16
2023-02-16
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iso4217:USD
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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): February 16, 2023
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
Capital 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 2.01 Completion of Acquisition
or Disposition of Assets.
As previously disclosed, Nocera, Inc. (the “Company”)
entered into the Real Estate Purchase Agreement dated as of September 8, 2022 (the “Purchase Agreement”), with an unaffiliated
third party (the “Seller”) pursuant to which the Company agreed to purchase 229 contiguous acres of land located in Montgomery
County, Alabama (the “Land Acquisition”).
On February 16, 2023, the Land Acquisition closed.
As consideration for the Land Acquisition, the Company paid a total of $875,000 to the Seller, which was funded through available cash
in the amount of $225,000 and loan proceeds in the amount of $650,000 from an unaffiliated Taiwan financial company, of which bears interest
at a rate of 6% per annum payable every month for a term of two years (the “Loan”). The Company, through Nocera Taiwan Branch,
an unincorporated division of the Company, pledged a certificate of deposit in the amount of $500,000 as security for the Loan.
The description of the Purchase Agreement contained
in this Item 2.01 does not purport to be complete and is qualified in all respects with reference to the full text of the Purchase Agreement,
which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2022,
and is incorporated herein by reference as Exhibit 10.1.
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 above in Item 2.01 is incorporated herein
by reference.
Item 7.01 Regulation FD Disclosure.
On February 23, 2023, the Company issued a press
release announcing the closing of the Land Acquisition pursuant to the Purchase Agreement referred to in Item 2.01 above. A copy of the
press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The disclosure under this Item 7.01, including
Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed
incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
*Filed as Exhibit 10.1 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on September 13, 2022 and incorporated by reference herein.
**Filed herewith.
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: February 23, 2023 |
By: /s/ Yin-Chieh Cheng |
| |
Name: Yin-Chieh Cheng |
| |
Title: President and Chief Executive Officer |
Grafico Azioni (USOTC:NCRA)
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Da Mag 2024 a Giu 2024
Grafico Azioni (USOTC:NCRA)
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