NOCERA, INC. (Form: 8-K, Received: 09/13/2022 11:17:07)

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): September 8, 2022

NOCERA, INC.

(Exact name of registrant as specified in charter)

Nevada

000-55993

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	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 1.01 Entry into a Material Definitive Agreement.

On September 8, 2022, Nocera, Inc. (“Nocera” or the “Company”) entered into a real estate purchase agreement (the “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 Company paid an earnest deposit of $10,000 on the land with the balance of $865,000 payable at closing. The Company is in the process of obtaining financing from local banking institutions expected to finance approximately 85% of the remaining purchase price.

At closing, the Seller will convey the property in fee simple to the Company, subject only to the following: (i) any easements and rights-of-way for roads, railroads, telephone, power, or gas lines, or any public utilities, as recorded; and (ii) any prior recorded lease, reservation, or conveyance of minerals (all mineral rights owned are being transferred). Current year ad valorem taxes shall be prorated as of the date of closing, and Nocera shall assume and agree to pay all ad valorem taxes which shall become due and owing upon the property after closing. Seller will credit Nocera for Seller’s portion of the taxes at closing.

In the event the abstract, title opinion or title binder fails to show a good and merchantable fee simple title, the Seller, after receiving written notice of defects from the Nocera, will have up to 30 days to cure the defect. If the Seller is unable to cure the defect within 30 days then Nocera is entitled to a full refund of the earnest money deposit or Nocera can waive such defect and elect to proceed with the purchase of the property. In the event the Agreement is terminated due to Nocera’s default, then the earnest money deposit will be forfeited as liquidated damages. If the Agreement is terminated due to Seller’s default, Nocera may proceed for specific performance.

The Company intends to build Recirculating Aquaculture Systems on the land for fish farming. The property comes with a house, a manufactured home and a building site with sewer and power which the Company intends to develop into an office and dormitory for Nocera's future employees.

The transaction is expected to close before October 31, 2022. The closing of the transaction is contingent on the parties satisfying the terms and conditions of the purchase agreement, including, but not limited to, obtaining the necessary financing. In the event that the Company cannot get financing, the earnest money deposit will be refunded to the Purchaser and this contract will be considered void.

The foregoing purports to only be a summary of the terms of the Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On September 12, 2022, Nocera issued a press release announcing the transaction described under Item 1.01 of this Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The disclosure under 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

Exhibit No.	Description

10.1	Real Estate Purchase Agreement, dated September 8, 2022
99.1	Press Release, dated September 12, 2022
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: September 13, 2022	By: /s/ Yin-Chieh Cheng
	Name: Yin-Chieh Cheng
	Title: Chief Executive Officer

Exhibit 10.1

REAL ESTATE SALES CONTRACT

THIS AGREEMENT made this 8^th day of September 2022 by and between ________________ (hereinafter referred to as “Seller”), and Nocera, Inc. (hereinafter referred to as “Purchaser”).

l. PURCHASE AND SALE: Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the real estate consisting of 229 acres +/- located in Montgomery County, Alabama. NOTE: This property is being sold as a whole and not on a per acre basis. Therefore no adjustment will be made to the purchase price (either up or down) if the survey shows more or less than 229 acres.

Parcel #’s: 15 03 06 1 007 001.000 (74 acres), 15 03 06 4 000 001.000 (147 acres), 15 03 06 3 000 001.001 (8 acres). Please see Exhibit A.

2. PURCHASE PRICE: The Purchase price for the property shall be Eight Hundred Seventy-Five Dollars ($875,000). Purchase Price is payable as follows:

A. The sum of Ten Thousand Dollars ($10,000.00) as earnest money (“Earnest Money”) will be deposited in escrow with GREAT SOUTHERN LAND, LLC within Three (3) business days of acceptance of this contract to guarantee the faithful performance by Purchaser hereunder and to be applied to the purchase price at closing.

B. The balance of the purchase price of Eight Hundred Sixty-Five Dollars ($865,000), plus or minus prorations, is to be paid at closing.

3. CLOSING: The closing shall occur on or before October 31, 2022, or as otherwise mutually agreed upon in writing by the parties herein. Concurrently with closing, Purchaser shall pay the balance of the purchase price then due Seller. Upon full payment of the purchase price by Purchaser, Seller shall deliver to Purchaser the Deed as provided herein.

4. REPRESENTATION:

(a) Any documents, cruises, compilations, timber inventories, surveys, plans, plats, aerial photographs, maps of any type, specifications, reports and studies made available to PURCHASER by SELLER OR GREAT SOUTHERN LAND are provided as information only. SELLER AND GREAT SOUTHERN LAND have not made, does not make, and has not authorized anyone else to make any representation as t (i) the existence or nonexistence of access to or from the Real Property or any portion thereof; (ii) the number of acres in the Real Property; (iii) the volume, condition or quality of timber on the Real Property; (iv) logging conditions or feasibility; (v) the volume, condition or quality of minerals on the Real Property; (vi) the availability of railroad, water, sewer, electrical, gas or other utility services; (vii) the amount of water frontage or road frontage, (viii) the environmental conditions or requirements of the Real Property; (ix) the suitability of the Real Property for any purpose; (x) the current or projected income or expenses of the Real Property; or, (xi) any other matters related to the Real Property. SELLER AND GREAT SOUTHERN LAND HEREBY EXPRESSLY DISCLAIM AND NEGATES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE CONDITION OF THE REAL PROPERTY, ITS SUITABILITY FOR PURCHASER’S PURPOSES OR THE STATUS OF THE PROPERTY’S MAINTENANCE OR OPERATION. SELLER AND GREAT SOUTHERN LAND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE REAL PROPERTY MAY BE USED FOR ANY PURPOSE WHATSOEVER.

(b) PURCHASER expressly acknowledges that: (i) SELLER OR GREAT SOUTHERN LAND has not made any representations or warranties whatsoever concerning the Real Property or any matters pertaining to the Real Property; and (ii) in entering into this Contract, PURCHASER is not relying on any such representations or warranties.

(c) PURCHASER has examined and inspected or shall fully examine and inspect the Real Property and become thoroughly familiar with the title, condition, status and suitability of the Real Property. Unless PURCHASER terminates this Contract by reason of any right to do so under this Contract, PURCHASER is willing to and PURCHASER shall purchase the Real Property and SELLER shall sell the Real Property “AS IS, WHERE IS, with all faults” at the Closing.

5. CONVEYANCE: At Closing, Seller shall convey to Purchaser by Statutory Warranty Deed fee simple title to the real estate, subject only to the following:

A. Ad valorem taxes for the current year and subsequent years

B. Any Easements and Rights-of-Way for roads, railroads, telephone, power, or gas lines, or any public utilities, as recorded

C. Any prior recorded lease, reservation, or conveyance of minerals (all mineral rights owned are being transferred)

These exceptions are hereinafter referred to as “Permitted Exceptions”. All recording references are to the records of the Office of the Judge of Probate, Montgomery County, Alabama.

In the event the abstract, title opinion or title binder fails to show a good and merchantable fee simple title, the SELLER, after receiving a written notice of defects from the PURCHASER, will have up to 30 days to cure such defect. If the SELLER is unable to cure the defect within 30 days then the PURCHASER is entitled to a full refund of the earnest money OR PURCHASER can waive such defect and elect to proceed with the purchase of the property.

6. POSSESSION: Possession of the real estate shall be delivered to Purchaser at Closing.

7. PRORATIONS: Current year ad valorem taxes shall be prorated as of the date of Closing, and Purchaser shall assume and agree to pay all ad valorem taxes which shall become due and owing upon said Property after Closing. Seller will credit Purchaser for Seller’s portion of the taxes at Closing.

8. CLOSING COSTS: Purchaser agrees to pay for any costs associated with financing, title insurance, and recording costs. Seller agrees to pay deed preparation, title search, and survey. The closing attorney fees will be split 50-50 between Purchaser and Seller. Bart Crum with Crum-Ellis to be the closing attorney.

9. REMEDIES: In the event this Agreement is terminated due to Purchaser's default, then Earnest Money as shown herein shall be forfeited as liquidated damages and said earnest money so forfeited shall be divided equally between the Seller and Broker or the Seller may proceed for specific performance. If the Agreement is terminated due to Seller’s default Purchaser may proceed for specific performance.

10. ASSIGNMENT: Purchaser shall have the right to assign its rights under this Agreement. Upon any such assignment, Purchaser shall remain liable hereunder with his assignee.

11. CONDITION OF PROPERTY: Purchaser understands that the Premises are being sold “as is” and in their present condition without warranty or representation of any kind, express or implied, by Seller or any agent or Broker of Seller, and Purchaser acknowledges that Seller has not agreed to perform any work on or about the Premises. Purchaser assumes all risks with respect to the physical condition of the Premises and the income and expenses attributable thereto. Seller has no knowledge of any environmental problems with the property. Seller agrees not to remove any timber, gates or other appurtenances from property.

12. FINANCING CONTINGENCY: This sale is contingent on the Purchaser obtaining financing. In the event that the Purchaser cannot get financing the Earnest Money will be refunded to the Purchaser and this contract will be considered void.

13. ADDITIONAL CONDITIONS:

A. Entire Agreement: This Agreement contains the entire agreement of Purchaser and Seller, and:

i. Shall not be altered, modified or changed except by an instrument in writing, executed by or on behalf of Purchaser and Seller;

ii. Supersedes any and all previous agreements, negotiations, representations and undertakings between Purchaser and Seller with respect to Property. There are no other warranties, either express or implied, other than those expressly set forth in this Agreement.

B. Facsimile or Counterpart Signatures: This contract may be signed and/or delivered by either party or all parties by facsimile or email and shall be binding upon the party so executing it upon receipt by the other party of the fully executed contract.

C. Governing Law: This Agreement has been prepared in accordance with, and shall be governed pursuant to, the Laws of the State of Alabama. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law; provided, however, that if any provision hereof shall be prohibited, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

D. Benefit: Upon the execution of this Agreement by or on behalf of Purchaser and Seller, the provisions hereof shall be binding on Purchaser and Seller, their respective successors, assigns, grantees and legal representative, if any.

E. Commission: Seller agrees to pay GREAT SOUTHERN LAND, LLC a brokerage commission of 4%. The commission shall be deemed to be earned, and due from Seller, only upon closing of the sale and purchase as provided for herein. Purchaser represents that he has dealt with no party other than GREAT SOUTHERN LAND, LLC and that to Purchaser's knowledge no other party claims a commission on this property.

F. Equipment: Tractor, cutter, broadcaster, taylor disc harrow are all a part of this sale.

G. Furnishings: Seller to remove personal items within 10 days after closing. All other

items/furnishings will convey with the sale of this property.

14. AGENCY DISCLOSURE, 34-27-8 (c): The listing agency, GREAT SOUTHERN LAND, LLC is an Agent of: (two boxes may be checked)

	X Seller	______Both parties as a limited consensual dual agent
	_____Purchaser	________Assisting the buyer/seller as a transaction broker

The selling agency, GREAT SOUTHERN LAND, LLC is an Agent of: (two boxes may be checked)

	____Seller	______Both parties as a limited consensual dual agent
	____Purchaser	X Assisting the buyer as a transaction broker

Seller’s Initials____________

Purchaser’s Initials: __________

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date above written.

PURCHASER:

NOCERA, INC.

By: /s/ Yin-Chieh Cheng

Name: Yin-Chieh Cheng

Title: CEO

SELLER(S):

________________________________________

_________________________________________

Exhibit A

Exhibit 99.1

Nocera, Inc. Enters Agreement to Purchase 229 Acres of Agricultural Land for US Land Based Fish

Farms in Montgomery, Alabama

Acquisition Expected to Increase Current Revenues by up to $10 Million With Potentially $7 Million

Gross Profit

Taipei, Taiwan, Sept. 12, 2022 (Accesswire) --Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (RAS), announced today it entered into a purchase agreement to acquire 229 acres of agricultural land for US land based fish farms in Montgomery, Alabama.

The purchase agreement was executed on September 8, 2022, and the acquisition is anticipated to close by October 31, 2022. The purchase price for the parcel is $865,000. The Company in the process of obtaining up to 85% financing from local banking institutions.

The 229 acres of land is in the city limits of Montgomery, Alabama. It comes with a house, a manufactured home and a building site with sewer and power which the company will develop into an office and dormitory for Nocera’s employees.

Jeff Cheng, Nocera’s CEO, commented, “This land acquisition in Alabama would be our first entry into fish farming business in the United States. We anticipate that our technology and design in Recirculating Aquaculture Systems will provide us with a substantial advantage. Being strategically located in the city of Montgomery, we will have access to a significant and skilled labor force along with a robust student populationfrom the Montgomery area. With the price of fish hitting an all-time high, this land purchase will give us a considerable opportunity to become increasingly profitable.. Our investment in Alabama is sustainable and green and we will be providing increased sustainable aquaculture in the United States and offering the American Family the best choice in seafood.”

The closing of the purchase agreement is contingent on the Company satisfying the terms and conditions of the purchase agreement, including, but not limited, obtaining the necessary financing.

About Nocera, Inc.

Nocera (NASDAQ: NCRA) is a fully integrated sustainable seafood company that provides land-based recirculation aquaculture systems (RAS) for both fresh and saltwater fish and invests in fish farms by building high-tech RASs. The Company’s main business operation consists of the design, development, and production of large-scale RAS fish tank systems, (aquaculture) for fish farms along with expert consulting, technology transfer, and aquaculture project management services to new and existing aquaculture facilities and operators. For more information, please visit the company’s website at www.nocera.company.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are inherently subject to risks and uncertainties. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan”, “project”, “predict,” “should,” “will” and similar expressions as they relate to Nocera are intended to identify such forward-looking statements. There can be no assurance that the Company will obtain the necessary funding for the purchase of the land or that the closing will occur. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in methods of marketing, delays in manufacturing or distribution, changes in customer order patterns, changes in customer offering mix, and various other factors beyond the company’s control. Actual events or results may differ materially from those described in this press release due to any of these factors. Nocera is under no obligation to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Investor Contacts:

Hanover Int’l

Jh@hanoverintlinc.com

TraDigital IR

Christine Petraglia

christine@tradigitalir.com