Nocera SEC Filings

Nocera, Inc. disclosed a material corporate financing event in an 8-K, attaching the governing documents for a new Series B Convertible Non-Voting Preferred Stock and related investor agreements. The filing includes the Certificate of Designation establishing the preferred series, a Securities Purchase Agreement between the company and an investor, and a Registration Rights Agreement that governs resale registration rights. These exhibits indicate the company is issuing preferred equity and documenting investor subscription and registration terms; specific economic terms, investor identity, and share counts are not included in the provided text.

Nocera, Inc. reported interim condensed results showing substantial operating losses and corporate transactions in first half 2025. Total current assets included amounts such as $109,951 and $144,509 (various line items), with property and equipment of approximately $1,010,919 and goodwill largely related to acquisitions totaling $1,351,703 for Xinca. The company recognized significant segment and consolidated losses, including a net loss of $(502,645) for a reported period and larger year-to-date losses such as $(760,262) and $(816,157) in comparative tables. Capital activity included issuance of shares (14,367,539 common shares outstanding as of June 30, 2025), warrant exercises, and a public offering that generated gross proceeds of $6.58 million (net proceeds ~ $5.3 million). Corporate transactions: the company obtained 100% control of Xinca via issuance of 1,800,000 restricted common shares, acquired Meixin with an 80% interest for $4,300,000 (via VIE agreements), and sold SY Culture on June 5, 2025 for $550,000 ($500,000 collected by June 30, 2025 with $50,000 received in July). Management disclosed internal control weaknesses and remediation plans to strengthen financial reporting, IT controls and policies.

Nocera, Inc. (symbol: NCRA) filed an amended Form 10-K (10-K/A) dated 6 May 2025 to restate Note 25 – Segment Reporting for the fiscal year ended 31 December 2024. The XBRL excerpt shows the company reclassified and re-tagged data across multiple equity classes (Common Stock, Series A Preferred, additional paid-in capital, statutory reserves, accumulated other comprehensive income, non-controlling interests) and identified three primary operating segments – Fish Trading, Catering, and E-Commerce – along with an “All Segments” consolidation member.

The amendment introduces srt:RestatementAdjustmentMember tags for full-year 2022 and 2023 and for each 2024 interim period, paired with srt:ScenarioPreviouslyReportedMember tags, indicating comparative figures have been corrected. Numerous customer, supplier, and geographic concentration members (e.g., Five Customer, Supplier A, country:CN) are listed, suggesting enhanced disclosure of concentration risks, although no quantitative revenue, profit, or cash-flow amounts are provided in the excerpt.

The filing appears limited to correcting segment-level disclosure errors; no additional narrative, financial statements, or earnings data are included here. Investors should review the full 10-K/A to understand the magnitude of the adjustments and any potential control deficiencies that led to the restatement.