NOCERA, INC. (NCRA): debt financing — Nocera closes $8M initial tranche of up to $300M secured convertible note facility

NOCERA, INC.

Initial note principal $8M at 9% interest (18% on default), matures Nov 3, 2027.
Conversion price is lower of $2.01 or 93% of 10-day VWAP, subject to floor price.
Note is senior secured by substantially all assets acquired with proceeds.
Beneficial ownership limitation of 4.99% (adjustable to 9.99% after 61 days).
Issued under Section 4(a)(2)/Rule 506(b) to accredited investor; program permits up to $300M total.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

NOCERA, INC. incurred convertible notes of $8,000,000 with Investor at nine percent (9%) per annum maturing November 3, 2027.

Instrument: convertible notes
Principal: $8,000,000
Counterparty: Investor
Rate: nine percent (9%) per annum
Maturity: November 3, 2027
Event: incurrence

Exact text from the filing

On November 3, 2025, the Company consummated the initial closing under the Purchase Agreement, pursuant to which it issued to the Investor a senior secured convertible note in the principal amount of $8,000,000 (the “Initial Note”) for a purchase price of $7,280,000.

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Source: SEC EDGAR

accession 0001683168-25-008084

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