SEC 8-K filings with transcript text
Mar 30, 2022
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0001756180
2022-03-28 2022-03-28
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8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 28, 2022
(Exact name of registrant as specified in charter)
Nevada
000-55993
16-1626611
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3F (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
N/A N/A N/A
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 ☒
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. ◻
Item 2.02Results of Operations and Financial Condition.
The disclosure set forth below under Item 7.01 (Regulation FD Disclosure) is incorporated by reference into this Item 2.02.
Item 7.01Regulation FD Disclosure.
On March 28, 2022, Nocera, Inc. issued a press release announcing its financial results for the year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The disclosures under Item 2.02 and Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release of Nocera, dated March 28, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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.
Date: March 30, 2022 By: /s/ Yin-Chieh Cheng
Name: Yin-Chieh Cheng
Title: Chief Executive Officer
3
Sep 21, 2020
8-K 1 nocera8ksept212020.htm
8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 21, 2020
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
000-55993
16-1626611
(Commission File Number)
(IRS Employer Identification No.)
2030
(Address of principal executive offices and zip code)
404-816-8240
(Registrant’s telephone number, including area code)
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
N/A N/A N/A
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 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. ¨
Item 2.02 – Results of Operations and Financial Condition
Guizhou Wan Feng Hu Intelligent Aquatic Technology Co. Limited (“GZ WFH”), our Chinese manufacturing subsidiary has been controlled and managed by Nocera, Inc. (the “Company” or “we”) through VIE contractual arrangements. Due to the pandemic of COVID-19 pandemic, and travel restrictions imposed by the Chinese government, we have been unable to travel to Guizhou, China and properly supervise and evaluate the regional management team of GZ WFH.
Due to the COVID-19 related travel restrictions, the Company has only been able to communicate with the regional management team and evaluate the operations remotely through a combination of communication tools including emails, telephone calls, and WeChat. In August 2020, the regional management team failed to respond to our requests for data. We have been unable to re-establish communications with the GZ WFH. Based upon information and belief, it is our understanding that the lack of communication is a voluntary decision on the part of the regional management team. As a result of the actions of the regional management team of GZ WFH, the Company is unable to enforce adequate controls and procedures as well as management supervision and control over GZ WFH.
The Company has decided to terminate any relationships with GZ WFH and its management, and termination of the VIE. We intend to file an amendment to this 8-K with the financial impacts of the termination, upon completion of our financial analysis.
The issues related to GZ WFH do not impact our recently announced 2nd Generation RAS tank systems. We own technology and research and development in the WFOE, and have a license from the Patent holder, one of our employees.
After termination of GZ WFH, we will have no restriction to establish operations in Taiwan, and we will shift our manufacturing and operations to Taiwan.
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
Yin-Chieh
Cheng
Title: CEO
Date: September 21, 2020
This page provides Nocera Inc. (NCRA) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on NCRA's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.