Form 8-K

8-K — NOCERA, INC.

Accession: 0001683168-26-004203

Filed: 2026-05-21

Period: 2026-05-18

CIK: 0001756180

SIC: 0200 (AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES)

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — nocera_8k.htm (Primary)

EX-10.1 — STRATEGIC ADVISORY AGREEMENT, DATED MAY 18, 2026 (nocera_ex1001.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of

Report (date of earliest event reported): May 18,

2026

NOCERA,

INC.

(Exact

name of registrant as specified in charter)

Nevada

001-41434

16-1626611

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(Building B), No. 185, Sec. 1, Datong Rd., Xizhi

Dist., New Taipei City Taiwan

221,

ROC

(Address

of principal executive offices and zip code)

(886)

910-163-358

(Registrant’s

telephone number, including area code)

N/A

(Former name or former address, if changed since

last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any

of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act: None

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

NCRA

The Nasdaq

Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging

growth company ☒

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. ◻

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 8.01 Other Events.

On May 18, 2026, Nocera, Inc. (the “Company”)

entered into a Strategic Advisory Agreement (the “Agreement”) with Phoenix MGMT & Consulting LLC (“Phoenix”),

a Delaware limited liability company, pursuant to which Phoenix will provide the Company with strategic advisory and execution support

services on a non-exclusive basis. The initial term of the Agreement is ninety (90) days, subject to extension by mutual written agreement

of the parties. Either party may terminate the Agreement upon written notice if the other party commits a material breach that remains

uncured for fifteen (15) days following notice.

As compensation, the Company will pay Phoenix

an initial retainer of $150,000 for the first thirty (30) days, followed by $50,000 per month thereafter, plus $50,000 in restricted shares

of the Company’s common stock, par value $0.001 per share (the “Common Stock”), per quarter, priced based on the five-day

volume-weighted average price (“VWAP”) prior to issuance. In addition, Phoenix will be entitled to a transaction fee equal

to five percent (5%) of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix

introduced, structured, or materially advanced, payable fifty percent (50%) in cash and fifty percent (50%) in shares of Common Stock.

The shares of Common Stock issuable to Phoenix

under the Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are

being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. In the Agreement, Phoenix

has made a representation that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities

Act.

The foregoing description of the Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the Strategic Advisory Agreement, a copy

of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Strategic Advisory Agreement, dated May 18, 2026, by and

between Nocera, Inc. and Phoenix MGMT & Consulting LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 21, 2026

By: /s/ Andy Ching-An Jin

Name: Andy Ching-An Jin

Title: Chief Executive Officer

EX-10.1 — STRATEGIC ADVISORY AGREEMENT, DATED MAY 18, 2026

EX-10.1

Filename: nocera_ex1001.htm · Sequence: 2

Exhibit 10.1

STRATEGIC ADVISORY

AGREEMENT

May 18, 2026

Nocera, Inc.

2030 Powers Ferry Road Southeast,

Suite No. 212

Atlanta, GA 30339,

United States

This Strategic Advisory (“Agreement”)

is made and entered into as of May 18, 2026 (the “Effective Date”), by and between Nocera, Inc., a Nevada corporation (the

“Company”), and Phoenix MGMT & Consulting LLC, a Delaware limited liability company (the “Consultant”). Each

of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Consultant is engaged in the business

of providing strategic advisory, reorganization, mergers and acquisitions, growth, and expansion, corporate communications and business

consulting services; and the Company desires to retain Consultant to provide such services, and Consultant is willing to provide such

services, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual

promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the Parties agree as follows:

1. PURPOSE OF ENGAGEMENT

The purpose of this Agreement is to stabilize,

reposition, and enhance the Company’s valuation, credibility, profitability, corporate communications, and profitability through

coordinated strategic advisory and execution support.

2. ENGAGEMENT AND SERVICES

2.1 Engagement. The Company hereby engages Consultant,

on a non-exclusive basis, to perform the services described herein (the “Services”), and Consultant accepts such engagement.

2.2 Scope of Services. Consultant shall provide

advisory and execution support including but not limited to: (a) Capital structure evaluation and dilution mitigation strategies; (b)

Corporate Communications and investor alignment (c) Identification and support of strategic partnerships, joint ventures, and acquisitions;

(d) Institutional investor engagement strategy; (e) Executive-level advisory and implementation support.

2.3 Standard of Performance. Consultant shall

perform the Services in a commercially reasonable manner consistent with generally accepted industry standards.

2.4 Non-Exclusivity. This Agreement is non-exclusive.

The Company retains the right to engage other consultants, advisors, or service providers at its discretion. Consultant may provide services

to other clients and is not required to devote its full business time to the Company.

2.5 Roadmap. Consultant shall provide the Company

with a written monthly roadmap (the “Roadmap”) concurrently with each monthly invoice. The Roadmap shall outline the ongoing

and anticipated Services, including applicable initiatives, campaigns, social media strategies, approximate timelines, and related deliverables

for the applicable period. Due to the dynamic and time-sensitive nature of the Services performed by Consultant and its team, including,

but not limited to, hiring activities, influencer coordination, and social media campaign execution, Consultant shall not be required

to obtain the Company’s prior written approval before commencing or continuing the Services described in the Roadmap. Consultant

shall perform the Services in accordance with the Roadmap, as may be adjusted from time to time in the ordinary course of business. In

the event Consultant reasonably anticipates that the costs or budget associated with the Services will exceed the compensation amounts

set forth in Section 4.1, Consultant shall provide the Company with supporting documentation and obtain the Company’s written approval

for such additional expenditures within five (5) business days following the Company’s receipt of such documentation. For the avoidance

of doubt, the Roadmap shall not include any staffing information, targets, milestones, or performance metrics based upon the Company’s

stock price or trading volume.

3. REGULATORY STATUS

3.1 Consultant is not a registered broker-dealer,

investment advisor, or placement agent.

3.2 Consultant shall not engage in activities

requiring such registration, including but not limited to negotiating securities transactions, handling funds, or providing investment

advice.

3.3 Notwithstanding the foregoing, Consultant

may participate in strategic discussions and evaluation of business opportunities.

4. COMPENSATION

4.1 Monthly Retainer. The Company shall pay Consultant

a monthly retainer as follows:

An initial retainer of One Hundred Fifty Thousand

Dollars ($150,000) for the first thirty (30) days following the Effective Date; and

Fifty Thousand Dollars ($50,000) per month thereafter for the duration of the Term, unless otherwise

agreed in writing by the Parties.

Due to the evolving and potentially accelerated

nature of the Services, including but not limited to matters involving dilution, governance issues, strategic communications, investor

relations, influencer engagement, media campaigns, and other urgent business initiatives, additional budget allocations beyond the monthly

retainer may be required. Such additional costs may equal or exceed One Hundred Fifty Thousand Dollars ($150,000), depending on the scope

and complexity of the Services requested or required.

In the event additional fees or expenditures are

anticipated, Consultant shall provide the Company with a detailed written summary outlining the nature of the additional Services and

associated costs necessary for the Company’s review. Any increase beyond the agreed retainer amounts shall be subject to mutual

written agreement by the Parties, which shall not be unreasonably withheld and shall be provided in good faith.

4.2 Quarterly Equity. $50,000 in restricted stock

per quarter, based on 5-day VWAP, issued within 10 business days post-quarter.

4.3 Anti-Dilution. Adjustments apply for reverse

splits or similar actions.

4.4 Mergers, Acquisitions, and Joint Ventures.

In the event the Company consummates a merger, acquisition, joint venture, strategic partnership, or similar transaction during the Term

(each, a “Transaction”) in which Consultant introduced, structured, or materially advanced such Transaction, Consultant shall

be entitled to a transaction fee equal to five percent (5%) of the Transaction Value (as defined in Section 4.5) (the “Transaction

Fee”). For purposes of clarity, “materially advanced” shall include meaningful involvement in identifying counterparties,

facilitating introductions, advising on transaction structure or terms, coordinating strategic communications, assisting with negotiations,

or otherwise providing strategic advisory services in connection with the Transaction. The Transaction Fee shall be payable as follows:

fifty percent (50%) in cash and fifty percent (50%) in shares of the Company’s common stock, valued based upon the five (5)-day

volume weighted average price (“VWAP”) immediately preceding the closing date of the applicable Transaction. The Transaction

Fee shall be due and payable within three (3) business days following the closing of the applicable Transaction. Consultant agrees to

maintain written records of Consultant’s involvement in Transactions during the Term for purposes of ensuring alignment between

the Parties regarding the applicability of any Transaction Fee. Any shares of common stock issued as part of a Transaction Fee shall carry

piggyback registration rights, subject to the terms of a separate registration rights agreement to be negotiated in good faith. At no

time shall Consultant act as an underwriter unless otherwise mutually agreed in writing by the Parties. Consultant may provide strategic

advisory and transactional assistance in connection with any Transaction with the prior written consent of the Company.

4.5 Transaction Value Definition. “Transaction

Value” means the aggregate total consideration paid or payable in connection with a Transaction, including without limitation directly

by the Company (or its successor or assignee): (i) cash payments at closing; (ii) the fair market value of any equity securities issued

or transferred; (iii) the fair market value of any earnout contingent consideration, or deferred payment obligations (valued as of the

closing date based on the target amount as set forth in the definitive transaction agreement); and (iv) any other quantifiable economic

value exchanged paid directly by the Company as consideration for the Transaction. For the avoidance of doubt, “Transaction Value”

shall not include: (A) the principal amount of any debt or liabilities assumed in connection with the Transaction; (B) the value of any

convertible debt, non-direct equity instruments, or other indirect payment mechanisms used to finance or consummate the Transaction; or

(C) any third-party financing or capital raised in connection with the Transaction. In the event of a dispute regarding Transaction Value,

the Parties shall first attempt to resolve such dispute in good faith within thirty (30) days. If the Parties are unable to reach agreement

within such period, Transaction Value shall be determined by a mutually agreed-upon independent appraiser, whose determination shall be

final and binding, with costs shared equally by the Parties.

5. TERM AND TERMINATION

5.1 Term: The initial term of this

Agreement shall be ninety (90) days commencing on the Effective Date (the “Initial Term”), unless earlier terminated in accordance

with this Section. Upon expiration of the Initial Term, this Agreement may be extended for successive periods as mutually agreed in writing

by the Parties (each, a “Renewal Term”). In the absence of such mutual written agreement to extend, this Agreement shall automatically

expire at the end of the then-current term without further action by either Party.

5.2 Termination for Cause. Either Party

may terminate this Agreement immediately upon written notice if the other Party: (a) commits a material breach of this Agreement and fails

to cure such breach within fifteen (15) days after receiving written notice thereof; or (b) engages in gross negligence or willful misconduct

in connection with this Agreement. For purposes of this Agreement, ‘gross negligence’ shall mean a conscious and reckless

disregard of a Party’s duties resulting in material harm to the other Party.

5.3 Effect of Termination. Upon termination

of this Agreement for any reason: (a) the Company shall pay Consultant all fees earned and reimbursable expenses properly incurred through

the effective date of termination within thirty (30) days following such termination date; (b) all earned fees, equity, and other compensation

payable to Consultant as of the effective date of termination shall immediately vest and become due and payable in accordance with the

terms of this Agreement; (c) no unearned future fees, equity grants, or other compensation shall accrue or become payable following the

effective date of termination, except as expressly provided under the 9-month Tail Period; (d) each Party shall promptly return or destroy

all Confidential Information of the other Party in accordance with Section 7; (e) notwithstanding the foregoing, if, as of the effective

date of termination, a Transaction is in active negotiation and Consultant introduced, structured, or materially advanced such Transaction,

and such Transaction is consummated within sixty (60) days following the effective date of termination (the “Tail Period”),

Consultant shall remain entitled to the Transaction Fee described in Section 4.4 with respect to such Transaction; provided, however,

the 9-month Tail Period shall not be extended for any reason, including any pending regulatory or governmental approvals; and (f) Consultant

shall maintain reasonable written records evidencing Consultant’s involvement in any Transaction for purposes of determining the

applicability of the Tail Period and any related Transaction Fee entitlement.

5.5 Survival. Provisions relating to

confidentiality (Sections 6 and 7), non-circumvention (Section 8), indemnification, and limitation of liability shall survive termination.

5.6 Transaction Protection. Notwithstanding

anything to the contrary, the Company may not terminate this Agreement with respect to any Transaction introduced, structured, or materially

advanced by Consultant that is actively in progress at the time of termination. A Transaction is “actively in progress” if

there are ongoing discussions, negotiations, or due diligence with a counterparty. This Agreement shall remain in effect solely with respect

to such Transaction until the earlier of: (a) the completion or abandonment of the Transaction; or (b) 90 days following the effective

date of termination (the “Protected Transaction Period”). Consultant shall remain entitled to any applicable transaction fees,

equity, or other compensation arising from such Transaction in accordance with Section 4.4.

6. CONFIDENTIALITY

6.1 Each Party agrees to maintain strict

confidentiality of all non-public, proprietary, or confidential information.

6.2 Confidential Information includes

all business, financial, technical, and operational data.

6.3 Exceptions. Confidential Information

shall not include information that: (a) Becomes publicly available without breach; (b) Is obtained from a third party without breach;

7. NON DISCLOSURE

The Consultant and the Company (each

a “Party” and collectively the “Parties”) acknowledge that, in connection with the performance of the Consulting

Services, each Party may disclose or make available to the other Party certain non-public, proprietary, or confidential information (collectively,

“Confidential Information”). For purposes of this Agreement, Confidential Information of a disclosing Party means any and

all non-public information, data, or materials (whether oral, written, electronic, or in any other form) disclosed or otherwise made available

by or on behalf of that Party to the receiving Party, including but not limited to business plans, strategies, financial information,

customer and supplier lists, trade secrets, intellectual property, product development data, methodologies, know-how, and (with respect

to the Company) any material non-public information as defined under applicable U.S. federal securities laws. Each receiving Party shall

(i) hold the disclosing Party’s Confidential Information in strict confidence and not disclose or use it for any purpose other than

the performance or evaluation of the Consulting Services or as otherwise expressly permitted under this Agreement, (ii) restrict access

to such information solely to those of its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality

obligations at least as protective as those set forth herein, and (iii) upon termination or expiration of this Agreement or at the disclosing

Party’s request, promptly return or destroy all such Confidential Information and certify such return or destruction in writing.

Each Party further acknowledges that any breach of these obligations by the receiving Party may cause irreparable harm to the disclosing

Party for which monetary damages alone would be inadequate, and that the disclosing Party shall be entitled to seek injunctive relief

in addition to any other remedies available at law or in equity. These obligations shall survive the termination or expiration of this

Agreement.

8. NON-CIRCUMVENTION

Each Party agrees that it shall not,

directly or indirectly, for a period of one (1) year following the termination or expiration of this Agreement, circumvent, avoid, bypass,

or obviate the other Party’s involvement or economic interest in any business opportunity, transaction, or relationship with any

third party (including clients, customers, suppliers, investors, or partners) that was specifically introduced or made known to it by

the other Party solely in connection with the Consulting Services, without the introducing Party’s prior written consent. For clarity,

nothing in this section shall restrict the Consultant from contacting or doing business with any parties that the Consultant introduced

to the Company, provided such contact or business does not rely on the Company’s Confidential Information. Each Party acknowledges

that any breach of this provision may cause irreparable harm to the other Party, entitling the non-breaching Party to seek injunctive

relief in addition to any other remedies available at law or in equity. This obligation shall survive the termination or expiration of

this Agreement.

8. INDEMNIFICATION

8.1 Each Party agrees to indemnify,

defend, and hold harmless the other Party and its affiliates, officers, directors, and agents from and against any claims, damages, liabilities,

and expenses (including reasonable attorneys’ fees) arising from gross negligence or willful misconduct.

8.2 The indemnified Party shall provide

prompt written notice of any claim.

8.3 The indemnifying Party shall control

the defense and settlement, provided no settlement binds the indemnified Party without consent.

9. LIMITATION OF LIABILITY

In no event shall either Party be liable

for any indirect, incidental, consequential, or punitive damages. Total liability shall not exceed the total fees paid under this Agreement.

10. AUTHORITY

Consultant shall act solely as an independent

contractor and shall have no authority to bind the Company in any manner.

11. GOVERNING LAW

This Agreement shall be governed by

and construed in accordance with the laws of the State of Delaware.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire

understanding between the Parties and supersedes all prior agreements or understandings. Each party hereby irrevocably submits to the

jurisdiction of the courts of the State of Delaware, sitting in Delaware, and the courts of the United States for Delaware. This Agreement

shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Consultant may not assign

this Agreement.

[Signature page to follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PHOENIX MGMT & CONSULTING LLC

NOCERA, INC.

_________________________

Chief Executive Officer

Date: ___________________

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration