Nocera Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the “Company”) entered into employment agreements with Mr. Andy Jin and Mr. Andrew Teng.
Pursuant to Mr. Jin’s employment agreement, Mr. Jin will serve as the Company’s Chief Executive Officer, and pursuant to Mr. Teng’s employment agreement, Mr. Teng will serve as the Company’s Asia Director. Each agreement provides for an initial two-year term, an annual base salary of $240,000, and a grant of 600,000 shares of fully vested common stock of the Company, par value $0.001 per share, issued pursuant to the Company’s 2018 equity incentive plan and subject to applicable securities laws.
Each agreement further provides that if (i) the Company completes an acquisition, (ii) the Company raises $15 million or more in aggregate capital, (iii) the Company receives at least $5 million in proceeds from the exercise of its Class B warrants, or (iv) the Company’s common stock closes at or above $2.00 per share on the Nasdaq Capital Market for five (5) consecutive trading days, then the executives’ base salaries will increase to $600,000 per year, effective as of the applicable milestone. Both executives are also eligible for discretionary bonuses and to participate in Company benefit programs.
The agreements also include customary confidentiality, intellectual property assignment, non-solicitation, non-disparagement, and termination provisions, including termination by the Company for cause.
The foregoing descriptions of the agreements are qualified in their entirety by reference to the full text of the 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Employment Agreement, dated September 2, 2025, by and between Nocera, Inc. and Andy Jin. |
| 10.2 | Employment Agreement, dated September 2, 2025, by and between Nocera, Inc. and Andrew Teng. |
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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 3, 2025 | By: /s/ Andy Ching-An Jin |
Name: Andy Ching-An Jin Title: Chief Executive Officer | |
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