Nocera, Inc. Acquires Controlling Interest in QMAX; Note Default Notice

What Happened

• Nocera, Inc. announced on July 28, 2026 that it acquired a controlling interest in QMAX Technology CO., LTD. (QMAX, Taiwan) through a variable interest entity (VIE) structure. The company issued 300,000 common shares (par $0.001) to seller Chien‑Hua Tseng as consideration; the shares were valued at $1.36 each (aggregate $408,000) based on the July 27, 2026 Nasdaq closing price.
• Separately, on July 27, 2026 Nocera received a default notice from the holder of a senior secured convertible promissory note (original principal $8,000,000, issued Nov 3, 2025). The investor asserts unpaid Alternate Conversion Floor Amounts of $6,029,495; collateral in a blocked custodial account was applied to satisfy about $4,658,686, leaving an asserted remaining balance of approximately $1,370,809. The collateral agent has taken control of and realized on the collateral. The company and investor are in discussions, including a possible waiver of the remaining amount.

Key Details

• Acquisition structure: VIE Purchase Agreement plus Voting Proxy, Equity Pledge, Exclusive Call Option, and Exclusive Business Cooperation Agreement — each with an initial 10‑year term and automatic one‑year renewals; governed by Taiwan (R.O.C.) law, arbitration in Taipei.
• Consideration: 300,000 common shares issued, valued at $408,000; shares issued under Regulation S and/or Section 4(a)(2) with restrictive legend.
• Note default: unpaid Alternate Conversion Floor Amounts $6,029,495; collateral applied ~$4,658,686; asserted remaining liability ~$1,370,809.
• Nasdaq status: On July 28, 2026 Nasdaq notified Nocera it has regained compliance with the $1.00 minimum bid rule (15 consecutive business days from July 7–27, 2026); matter closed.

Why It Matters

• The QMAX deal gives Nocera operational and economic control over a Taiwan business via a VIE arrangement — this can expand Nocera’s business and intellectual property position, but legal title remains with the seller (common to VIEs), which carries different risks than a straight equity acquisition.
• The default notice on the convertible note is a material financing issue: significant unpaid amounts were asserted and collateral was seized and applied, leaving a remaining claimed balance. Resolution (including a possible waiver) is uncertain and could affect Nocera’s balance sheet, liquidity, and future financing.
• Regaining compliance with Nasdaq’s $1.00 bid rule reduces immediate delisting risk, which is positive for shareholders while these other matters are resolved.

Keywords: acquisition, VIE, QMAX, convertible note default, debt, Nasdaq compliance, Nocera, Inc.