UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
xANNUAL
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)
|
Nevada |
|
16-1626611 |
| (State
or other jurisdiction of incorporation) |
|
(IRS
Employer Identification No.) |
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.
| Large accelerated filer ¨ |
|
Accelerated filer ¨ |
| Non-accelerated
filer ¨ |
|
Smaller reporting
company x |
| |
|
Emerging growth company x |
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
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES |
1. Financial Statements: Please check “Index to Consolidated
Financial Statements” of this annual report on Form 10-K.
2. Exhibits:
|
Exhibit No. |
|
Description |
| |
|
|
| 2.1 |
|
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) |
| |
|
|
| 3.1 |
|
Certificate of Incorporation of Nocera, Inc., as
amended. (1) |
| |
|
|
| 3.2 |
|
Bylaws of Nocera, Inc. (1) |
| |
|
|
| 3.3 |
|
Articles of Incorporation of GSI
Acquisition Corp., a Colorado Corporation (2) |
| |
|
|
| 3.4 |
|
Articles of Grand Smooth Inc Limited,
a Hong Kong, China Corporation (2) |
| |
|
|
| 3.5 |
|
Statement of Merger – GSI Acquisition
Corp. and Grand Smooth Inc Limited (2) |
| |
|
|
| 10.1 |
|
Share Exchange Agreement
(2) |
| |
|
|
| 10.2 |
|
2018 Nocera, Inc. Stock Option and
Award Incentive Plan (2) |
| |
|
|
| 10.3 |
|
Yin-Chieh Cheng Consulting
Agreement (2)* |
| |
|
|
| 31.1 |
|
Rule
13a-14(a)/15d-14(a) Certification of the President and Chief
Executive Officer of Nocera, Inc. |
| 31.2 |
|
Rule
13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of
Nocera, Inc. |
| 32.1 |
|
Section
1350 Certification of the President and Chief Executive Officer of
Nocera, Inc. |
| 32.2 |
|
Section
1350 Certification of the Chief Financial Officer of Nocera,
Inc. |
| 101.INS |
|
XBRL Instance Document
(3) |
| 101.SCH |
|
XBRL Schema Document
(3) |
| 101.CAL |
|
XBRL Calculation Linkbase
Document (3) |
| 101.DEF |
|
XBRL Definition Linkbase Document
(3) |
| 101.LAB |
|
XBRL Label Linkbase Document
(3) |
| 101.PRE |
|
XBRL Presentation Linkbase
Document (3) |
| |
|
|
(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.
| By: |
/s/ Yin-Chieh
Cheng |
May 28,
2020 |
| Name: |
Yin-Chieh Cheng |
|
| Title: |
President and Chief Executive
Officer |
|
| |
(Chief Executive Officer and
Principal Executive Officer) |
|
| |
|
|
| By: |
/s/ Shun-Chih
Chuang |
May 28_,
2020 |
| Name: |
Shun-Chih Chuang |
|
| Title: |
Chief Financial
Officer |
|
| |
(Chief Financial Officer
and Principal Financial Officer) |
|
| |
|
|
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.
| By: |
/s/ Yin-Chieh
Cheng |
May 28,
2020 |
| Name: |
Yin-Chieh Cheng |
|
| Title: |
President, Chief Executive
Officer and Chairman of the Board |
|
| |
|
|
| By: |
/s/ Shun-Chih
Chuang |
May 28,
2020 |
| Name: |
Shun-Chih Chuang |
|
| Title: |
Chief Financial Officer and
Director |
|
| |
|
|
| By: |
/s/ Erik S.
Nelson |
May 28,
2020 |
| Name: |
Erik S. Nelson |
|
| Title: |
Corporate Secretary and
Director |
|
| |
|
|
| By: |
/s/ David Yu-Lung
Kou |
May 28,
2020 |
| Name: |
David Yu-Lung Kou |
|
| Title: |
and Director |
|
| |
|
|
| By: |
/s/ Thomas A.
Steele |
May 28,
2020 |
| Name: |
Thomas A. Steele |
|
| Title: |
Director |
|
| |
|
|
| By: |
/s/ Hui Ying
Zhuang |
May 28,
2020 |
| Name: |
Hui Ying Zhuang |
|
| Title: |
Director |
|
| |
|
|
