UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously reported on a Current Report on Form 8-K of Nocera, Inc., a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission on August 16, 2022, the Company consummated a public offering of 1,880,000 units (the “Units”) pursuant to an effective Registration Statement on Form S-1, as amended (File No. 333-264059), originally filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022, and declared effective by the SEC on August 10, 2022.
Each Unit consisted of one share of common stock, par value $0.001 per share (the “Common Stock”), and one warrant to purchase two shares of Common Stock (the “Warrants”) until August 16, 2027 (the fifth anniversary of the date of issuance) for $3.85 per share, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Common Stock as described in the Warrants.
Under the terms of the Warrants, the exercise price shall be decreased to the greater of (i) $1.925, which represents 50% of the exercise price and (ii) 100% of the last volume weighted average price immediately preceding the 90th calendar day following the initial issuance date (the greater of (i) and (ii), the “Reset Price”) if, on the date that is 90 calendar days immediately following the initial issuance date, the Reset Price is less than the exercise price on that date.
On November 14, 2022, the exercise price decreased to $1.925. The reset exercise price remains subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Common Stock as described in the Warrants.
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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: November 18, 2022 | By: /s/ Yin-Chieh Cheng |
| Name: Yin-Chieh Cheng | |
| Title: President and Chief Executive Officer |
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