Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On August 29, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional accredited investor (the "Investor"), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, up to 13,500 shares of the Company's newly-designated Series B Convertible Non-Voting Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), having a stated value of $1,000 per shares, at a purchase price of $910 per share. The Series B Preferred Stock convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock" and such shares, the "Conversion Shares"), upon the terms and conditions as discussed below in Item 5.03 of this Current Report on Form 8-K.

On August 29, 2025, we issued and sold 3,500 shares of Series B Preferred Stock for an aggregate purchase price of $3.15 million at the initial closing (the "Initial Closing"). Pursuant to the Purchase Agreement, we may issue and sell in one or more additional closings of up to an aggregate of 10,000 additional shares of Series B Preferred Stock subject to the terms and conditions set forth in the Purchase Agreement.

The Purchase Agreements contain customary representations, warranties and covenants by the Company and the Investor. Pursuant to the Purchase Agreement, the Company agreed that until the later (the date no shares of Series B Preferred Stock remain outstanding and five (5) year from the Initial Closing (the "Covenant Period"), it will not, without the prior written consent of the Investor issue any shares of Serie B Preferred Stock other than to the Investor as contemplated in the Purchase Agreement and shall not issue any other securities that would cause a breach or default under the Purchase Agreement or the Certificate of Designation (as defined below). The Company also agreed that during the Covenant Period it will be prohibited from effecting or entering into an agreement to effect any equity security or any equity-linked or related security, any debt, any preferred shares or any purchase rights (each a "Subsequent Placement") involving a Variable Rate Transaction, as defined in the Purchase Agreement. The Company also agreed that from each closing date until the date immediately following the 20th trading day after a registration statement for the resale of the Conversion Shares issuable upon conversion of the shares of Series B Preferred Stock issued in the applicable closing has been declared effective by the SEC, neither it nor any of its subsidiaries shall effect any Subsequent Placement. The Company also granted to the Investor a participation right in Subsequent Placement until the later of (i) the second anniversary of the date of the Purchase Agreement, and (ii) the last closing date under the Purchase Agreement. Under the Purchase Agreement, the Company will use its reasonable efforts to obtain stockholder approval of the full issuance of the Conversion Shares in accordance with the requirements of Nasdaq Listing Rule 5635(d). Such meeting of the Company's stockholders shall be promptly called and held not later than sixty (60) calendar days after the Initial Closing.

Also on August, 29, 2025 and in connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement"), pursuant to which the Company agreed to provide certain registration rights with respect to the resale of the Conversion Shares, including certain piggybank registration rights, and agreed to file an initial registration statement within certain time periods as set forth in the Registration Rights Agreement to register the Conversion Shares.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The issuance and sale of the Series B Preferred Stock at the Initial Closing was made, and the issuance and sale of the additional shares of Series B Preferred Stock and Conversion Shares will be made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The Investor represented that it is as "accredited investor" as defined in Rule 501(a) under the Securities Act.

The information in Item 1.01 is incorporated by reference herein.