Nocera, Inc. Form 8-K Filing Summary

On July 28, 2026, Nocera, Inc. entered into a series of Transaction Agreements to acquire a controlling interest in QMAX Technology CO., LTD. through a variable interest entity (VIE) structure. This involved a VIE Purchase Agreement, Voting Rights Proxy Agreement, Equity Pledge Agreement, Exclusive Call Option Agreement, and Exclusive Business Cooperation Agreement. The consideration for this controlling interest was 300,000 shares of Nocera, Inc. common stock, valued at $408,000. The agreements grant Nocera, Inc. voting control, operational control, and economic rights over the 30% equity interest held by Chien-Hua Tseng in QMAX Technology CO., LTD. The initial term for most of these agreements is ten years, with automatic one-year renewals. Additionally, on July 27, 2026, Nocera, Inc. received a notice of default from a noteholder regarding unpaid Alternate Conversion Floor Amounts totaling $1,370,809 after the collateral was realized. The company is in discussions to resolve this matter. Nocera, Inc. also announced on July 28, 2026, that it has regained compliance with Nasdaq's minimum bid price requirement.