NOCERA, INC. 8-K

What Happened

• On May 18, 2026, Nocera, Inc. entered a non-exclusive Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC for strategic advisory and execution support. The initial term is 90 days and can be extended by mutual written agreement; either party may terminate for a material breach if not cured within 15 days after notice.
• Compensation includes a $150,000 initial retainer for the first 30 days, $50,000 per month thereafter, plus $50,000 in restricted shares of common stock per quarter (priced using the five‑day VWAP prior to issuance). Phoenix is also entitled to a transaction fee equal to 5% of the value of any merger, acquisition, joint venture, or similar transaction that Phoenix introduces, structures, or materially advances, payable 50% in cash and 50% in shares.
• The stock issuable to Phoenix has not been registered under the Securities Act and is being issued in reliance on Section 4(a)(2); Phoenix represented that it is an accredited investor. The full agreement is filed as Exhibit 10.1 to the Form 8‑K.

Key Details

• Agreement date: May 18, 2026; Form 8‑K filed May 21, 2026.
• Initial cash retainer: $150,000 (first 30 days); ongoing cash fee: $50,000/month.
• Equity compensation: $50,000 in restricted common stock per quarter, priced on five‑day VWAP.
• Transaction fee: 5% of any introduced/advanced deal, payable 50% cash / 50% stock; shares issued rely on Section 4(a)(2).

Why It Matters

• For investors, the agreement increases near‑term operating costs (retainers and monthly fees) and creates potential equity dilution because Phoenix will receive restricted shares quarterly and may receive shares as part of any transaction fee.
• The 90‑day, non‑exclusive engagement and the reliance on an exemption from registration mean the arrangement does not itself announce a transaction or commit the company to a specific deal; it documents an advisor relationship and compensation structure that could lead to transaction introductions.
• Review the filed Exhibit 10.1 for complete terms and how fees and share issuances are calculated.