NOCERA, INC. current report, 04 January 2024

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Business Context and Reporting Period

Nocera, Inc. filed this Form 8-K on January 10, 2024, reporting events occurring on January 4–9, 2024. The filing concerns a change in the Company’s Chief Operating Officer and does not provide financial statements or operating results for a reporting period.

Key Financial and Operating Metrics

  • No revenue, profit, cash flow, margin, debt, liquidity, or other financial performance metrics are reported.
  • The Company will pay incoming COO Feng-Hua (“Howard”) Chen an annual salary of $20,000.
  • The Company issued Mr. Chen 100,000 Class B Warrants, each exercisable for one common share at $1.50 per share. The warrants vest in equal installments twice per year over two years.

Material Changes Versus the Prior Comparable Period

  • Ruan Hong (“Howard”) Wen resigned as Chief Operating Officer effective January 4, 2024.
  • The Board appointed Feng-Hua (“Howard”) Chen as Chief Operating Officer effective January 5, 2024.
  • The filing does not provide a prior-period comparison or quantify the financial impact of the transition.

Guidance, Outlook, Risks, Contingencies, and Unusual Items

  • Mr. Chen’s employment agreement has an initial two-year term and automatically renews monthly thereafter unless terminated with required notice.
  • The agreement includes a one-year post-employment employee non-solicitation restriction.
  • The Company may terminate the agreement for specified events, including felony conduct, material malfeasance or negligence, policy violations, prolonged absence, gross neglect, death, or qualifying incapacity.
  • The warrant issuance may result in future equity dilution if exercised. The filing does not state the warrants’ fair value or related accounting treatment.
  • A January 9, 2024 press release announced Mr. Chen’s appointment. The filing provides no formal financial guidance or broader business outlook.

Investor Verification Checklist

  • Review Exhibit 10.1 for the complete employment agreement, including termination provisions and warrant terms.
  • Verify the vesting schedule, expiration date, and potential dilution associated with the 100,000 Class B Warrants.
  • Assess the operational impact of the COO transition and whether additional management changes occur.
  • Review subsequent filings for compensation changes, warrant exercises, related-party matters, or updated business guidance.