NOCERA, INC. 8-K

What Happened
Nocera, Inc. announced on May 22, 2026 that it entered into an Equity Purchase Facility Agreement (EPFA) giving the company the right, but not the obligation, to sell up to $100,000,000 of newly issued common stock to an institutional investor over a 24‑month period. The company also entered a Registration Rights Agreement to register resales of the shares and executed a First Amendment to a prior Securities Purchase Agreement (SPA) to clarify permitted uses of proceeds from future closings of convertible notes.

Key Details

• EPFA commitment: up to $100,000,000 of common stock issuable over a 24‑month period beginning May 22, 2026.
• Investor ownership limits: default cap of 4.99% of outstanding common stock (can be increased to 9.99% with 61 days’ notice); overall EPFA issuance limited to 19.99% of outstanding shares unless Nasdaq stockholder approval is obtained.
• Registration requirement: Company must file an initial registration statement within 45 days and use best efforts to have it effective within 90 days so the investor can resell issued shares.
• SPA amendment (May 22, 2026): clarifies that net proceeds from any additional note closings may be used for general corporate purposes, working capital, acquisitions/investments, and other lawful corporate purposes; continues to prohibit certain uses (e.g., repayment of general indebtedness, repurchases, related-party payments).

Why It Matters
This agreement gives Nocera flexible, on‑demand access to up to $100M of equity capital over two years without an obligation to draw the full amount immediately. For shareholders, potential dilution is the key implication: additional shares may be issued up to the stated caps unless stockholder approval is obtained. The registration commitment is intended to permit resale of issued shares, which may affect liquidity for the investor and timing of any resale. The SPA amendment signals that future financing proceeds can be used for growth activities (including acquisitions), which could affect the company’s strategy and capital allocation.