UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO
___________
COMMISSION FILE NO. 000-52103
NOCERA, INC.
(Exact name of registrant as specified in charter)
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Nevada
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16-1626611
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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2030 POWERS FERRY ROAD SE, SUITE #212
ATLANTA, GA 30339
(Address of principal executive offices and
zip code)
(404) 816-8240
(Registrant’s telephone number, including
area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
OF THE ACT:
None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT:
Common Stock, $0.001 par value.
Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
No x
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨
No x
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes x No ¨
Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “small
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Emerging growth company x
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If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark
whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☐
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨
No x
The aggregate market value of the registrant's
issued and outstanding shares of common stock held by non-affiliates of the registrant as of April 28, 2020 based on $2.60 per
share, the price at which the registrant’s common stock was last sold on April 28, 2020, was approximately $777,400.
There were 12,354,200 shares outstanding of the
registrant’s common stock, par value $0.001 per share, as of May 14, 2020.
Explanatory Note
The purpose
of this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of Nocera, Inc. (the “Company”)
for the year ended December 31, 2019 (the “Original Form 10-K”) is to add the “Note Regarding Reliance
on SEC Order” below. In connection with the filing of this Amendment, the Company is also including with this Amendment certain
currently dated certifications. Except as otherwise set forth in this Explanatory Note, no other information included in the Original
Form 10-K is amended or changed by this Amendment.
Note
Regarding Reliance on SEC Order
As result of the global outbreak of the COVID-19
virus, on March 28, 2020 the Company evaluated its ongoing effort to prepare and file its annual report on Form 10-K for the fiscal
year ended December 31, 2019. Certain Company officers and management as well as professional staff and consultants were unable
to conduct work required to prepare our financial report for the year ended December 31, 2019.
As a result, the Company was unable to compile
and review certain information required in order to permit the Company to file a timely and accurate annual report on Form 10-K
for its year ended December 31, 2019 by the prescribed date without unreasonable effort or expense due to circumstances related
to COVID-19.
On March 25, 2020 the Securities and Exchange
Commission (the “SEC”) issued an Order under Section 36 (Release No. 34-88465) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules
thereunder (as modified by Order issued by the SEC on March 25, 2020 (Release No. 34-88465, the “Order”). The Order
provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section
13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to
file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations
13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C
and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
The Company relied on this Order for filing
of its annual report on Form 10-K for the fiscal year ended December 31, 2019.
PART IV
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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1. Financial Statements: Please check “Index
to Consolidated Financial Statements” of this annual report on Form 10-K.
2. Exhibits:
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Exhibit No.
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Description
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2.1
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Amended Agreement and Plan of Merger, dated December 27, 2018, and effective as of December 31, 2018, by and among Nocera, Inc., Grand Smooth Inc. Limited and GSI Acquisition Corp. (2)
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3.1
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Certificate of Incorporation of Nocera, Inc., as amended. (1)
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3.2
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Bylaws of Nocera, Inc. (1)
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3.3
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Articles of Incorporation of GSI Acquisition Corp., a Colorado Corporation (2)
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3.4
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Articles of Grand Smooth Inc Limited, a Hong Kong, China Corporation (2)
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3.5
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Statement of Merger – GSI Acquisition Corp. and Grand Smooth Inc Limited (2)
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10.1
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Share Exchange Agreement (2)
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10.2
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2018 Nocera, Inc. Stock Option and Award Incentive Plan (2)
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10.3
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Yin-Chieh Cheng Consulting Agreement (2)*
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31.1
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Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer of Nocera, Inc.
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31.2
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Nocera, Inc.
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32.1
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Section 1350 Certification of the President and Chief Executive Officer of Nocera, Inc.
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32.2
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Section 1350 Certification of the Chief Financial Officer of Nocera, Inc.
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101.INS
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XBRL Instance Document (3)
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101.SCH
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XBRL Schema Document (3)
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101.CAL
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XBRL Calculation Linkbase Document (3)
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101.DEF
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XBRL Definition Linkbase Document (3)
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101.LAB
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XBRL Label Linkbase Document (3)
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101.PRE
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XBRL Presentation Linkbase Document (3)
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(1) Incorporated herein by reference from the exhibits included
in the Company’s Registration Statement on Form 10-12g dated October 19, 2018.
(2) Incorporated herein by reference from the exhibits included
in the Form 8-K12G3 filed on January 31, 2019
(3) Incorporated herein by reference from the exhibits included
in the Company’s Annual Report on Form 10-K dated and filed at www.sec.gov on May 14, 2020.
(*) Incorporated herein by reference as Exhibit “B”
to Exhibit 2.1 included in this Form 8-K12G3 filing dated January 31, 2019.
None.
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.
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By:
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/s/ Yin-Chieh Cheng
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May 28, 2020
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Name:
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Yin-Chieh Cheng
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Title:
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President and Chief Executive Officer
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(Chief Executive Officer and Principal Executive Officer)
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By:
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/s/ Shun-Chih Chuang
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May 28_, 2020
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Name:
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Shun-Chih Chuang
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Title:
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Chief Financial Officer
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(Chief Financial Officer and Principal Financial Officer)
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Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
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By:
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/s/ Yin-Chieh Cheng
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May 28, 2020
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Name:
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Yin-Chieh Cheng
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Title:
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President, Chief Executive Officer and Chairman of the Board
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By:
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/s/ Shun-Chih Chuang
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May 28, 2020
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Name:
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Shun-Chih Chuang
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Title:
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Chief Financial Officer and Director
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By:
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/s/ Erik S. Nelson
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May 28, 2020
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Name:
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Erik S. Nelson
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Title:
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Corporate Secretary and Director
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By:
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/s/ David Yu-Lung Kou
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May 28, 2020
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Name:
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David Yu-Lung Kou
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Title:
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and Director
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By:
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/s/ Thomas A. Steele
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May 28, 2020
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Name:
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Thomas A. Steele
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Title:
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Director
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By:
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/s/ Hui Ying Zhuang
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May 28, 2020
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Name:
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Hui Ying Zhuang
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Title:
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Director
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