TAIPEI CITY, Taiwan, Aug. 10, 2022 (GLOBE NEWSWIRE) — Nocera, Inc. (OTC: NCRA; NASDAQ: NCRA) (“Nocera” or “the Company”), a fully integrated sustainable seafood company focused on manufacturer and operator of land-based recirculating aquaculture systems (RAS), today announced the price of its subscribed public offering of 1,880,000 units, each unit consisting of one common share (the “Common Share”) and a warrant (the “Warrants”) to purchase two shares of common stock, at a public offering price of $3.50 per unit, for aggregate gross proceeds of approximately $6.58 million, before deduction of underwriting discounts, commissions and other estimated offering costs. The Common Shares and the Warrants comprising the Units are immediately severable and will be issued separately. Each warrant entitles its holder to purchase two common shares at an exercise price of $3.85 per share (110% of the offering price per share) until the fifth anniversary of the date of issue. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 282,000 units at the public offering price per unit, less underwriting discounts and commissions, to cover over-allotments, if applicable. The offering is expected to close on or about August 15, 2022, subject to the satisfaction of customary closing conditions.
The Company has received approval to list its common stock on the Nasdaq Capital Market under the symbol “NCRA”, with trading expected to commence on August 11, 2022. The Warrants will not be listed on the Nasdaq or any other stock exchange or quoted on over-the-counter markets. . As part of the offer, the Company has amended its articles of incorporation to effect a consolidation of its issued and outstanding common shares on a 2:3 ratio, with fractional shares rounded to the nearest whole number. The common stock will be adjusted for the reverse stock split at the start of trading on the Nasdaq. Share count and price information in this release is adjusted to reflect the impact of the reverse stock split.
Spartan Capital Securities, LLC and Revere Securities LLC are acting as joint bookrunners for this offering.
A registration statement on Form S-1, as amended (File No. 333-264059), has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on August 10, 2022. A prospectus Final terms of the offer will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Spartan Securities, LLC, 45 Broadway, 9th Floor, New York, NY 10006 Attention: Syndicate Department, or by e-mail at syndicate @spartancapital.com or by phone at (877) 772-7818, or from Revere Securities, LLC, 650 Fifth Avenue, 35th Floor, New York, NY 10019 Attention: Syndicate Department, or by email at [email protected] com or by phone at (212) 688-2350.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be illegal prior to registration. or qualification under the securities laws of such state or territory.
Nocera (NASDAQ: NCRA) is a fully integrated sustainable seafood company that provides land-based recirculating aquaculture systems (RAS) for freshwater and saltwater fish and invests in fish farms by building high-tech RAS. The Company’s main business activity is the design, development and production of large-scale RAS aquarium (aquaculture) systems for fish farms, as well as expert consulting, technology transfer and aquaculture project management for new and existing aquaculture facilities and operators. . For more information, please visit the company’s website at www.nocera.company.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding the timing and success of the proposed offer and the reverse split of the Company’s outstanding common shares. The words “believe”, “may”, “estimate”, “continue”, “anticipate”, “intend”, “should”, “plan”, “could”, “target”, “potential”, “is likely”, “will”, “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections regarding future events. Actual results may differ materially from those included in these statements due to a variety of factors, including, but not limited to, whether its common stock begins trading on the Nasdaq Capital Market as expected and the completion of the public offering as planned.
Further information about our risk factors can be found in our registration statement on Form S-1 (File No. 333-264059) that we have filed with the SEC and in the final prospectus, when available. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may arise from time to time and it is impossible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.