NOCERA, INC.

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding the EPFA, the Registration Rights Agreement, the SPA Amendment, the anticipated benefits of the transactions described herein, the Company’s ability to issue and sell shares of Common Stock under the EPFA, the timing and effectiveness of the Registration Statement, the Company’s use of proceeds, the receipt of any required stockholder approvals, and the consummation of the transactions contemplated by the foregoing. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, without limitation, market conditions, the Company’s ability to satisfy the conditions to closing under the EPFA, the failure to obtain any required stockholder or regulatory approvals, fluctuations in the trading price and trading volume of the Common Stock, and the other risks and uncertainties discussed in the Company’s filings with the SEC, including under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of Common Stock under the EPFA is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.