Nocera SEC Filings

Nocera, Inc. insider transaction: Chief Financial Officer Shun-Chih Chuang reported a bona fide gift of 300,000 shares of Nocera, Inc. common stock on 12/04/2025. The shares were transferred to a third party for no consideration, meaning there was no purchase price paid for the stock. Following this gift, Chuang directly beneficially owned 220,001 shares of Nocera common stock. The report notes that this filing was made late but clarifies that the transfer was a genuine gift of shares rather than a sale.

Nocera, Inc. is registering up to 45,000,000 shares of common stock for resale by a single selling stockholder, issuable upon conversion of 13,500 shares of Series B Convertible Non-Voting Preferred Stock from an August 29, 2025 private placement. The company will not receive any proceeds from these resales.

Nocera designs and supplies recirculating aquaculture systems and trades seafood, mainly eel, with operations centered in Taiwan. Net sales were about $17.01 million in 2024, down from approximately $23.9 million in 2023, and the business remains unprofitable.

Auditors have raised substantial doubt about Nocera’s ability to continue as a going concern after operating losses of $2,393,803 in 2024 and $487,289 in the six months ended June 30, 2025, with working capital of only $14,702 as of that date and an accumulated deficit of $21,978,606. If all Conversion Shares are issued, shares outstanding would be 59,367,539 according to the company.

Nocera, Inc. (NCRA) is asking shareholders to vote at its virtual 2025 Annual Meeting on January 12, 2026. Owners of 14,373,597 common shares as of November 3, 2025 can vote online. Shareholders will elect five directors, ratify Enrome LLP as auditor for 2025, and consider several capital structure changes.

Key proposals seek approval, under Nasdaq Listing Rule 5635(d), for potential issuances of common stock from conversion of recently issued Series B Convertible Non-Voting Preferred Stock and senior secured convertible notes, each of which could exceed 19.99% of current common shares and be priced below the Nasdaq Minimum Price. The Board also requests authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-100 and to increase authorized common stock from 200,000,000 to 2,000,000,000 shares. The Board unanimously recommends voting in favor of all six proposals.

Nocera, Inc. filed a preliminary proxy for its 2025 Annual Meeting, to be held virtually on January 5, 2026. Shareholders are asked to elect five directors and ratify Enrome LLP as auditor for the year ending December 31, 2025.

The agenda includes three capital actions: (1) approval under Nasdaq Listing Rule 5635(d) to permit potential issuances above 19.99% of outstanding shares upon conversion of Series B Convertible Non‑Voting Preferred Stock; (2) a reverse stock split at a Board‑selected ratio between 1:5 and 1:100; and (3) an increase in authorized common shares from 200,000,000 to 2,000,000,000. A separate 5635(d) approval is requested for potential issuances upon conversion of senior secured convertible notes under an October 31, 2025 Securities Purchase Agreement.

The Board recommends “FOR” all proposals. The record date is November 3, 2025, with 14,373,597 shares of common stock outstanding as of that date.

Nocera, Inc. (NCRA) completed an initial closing under its securities purchase agreement, issuing a senior secured convertible note with principal of $8,000,000 for a purchase price of $7,280,000.

The note carries 9% annual interest, payable monthly in arrears, and matures on November 3, 2027. Upon an event of default, the interest rate increases to 18%. Conversion into common shares uses the lower of: (i) the lower of $2.01 and the 5‑day average closing price before closing, or (ii) 93% of the lowest 10‑day VWAP before the conversion date, subject to a Floor Price and Nasdaq rules.

The note ranks senior to other indebtedness (with stated exceptions) and is secured by a first‑priority security interest in substantially all assets purchased or acquired with the note proceeds, under a Pledge and Security Agreement and an Account Control Agreement dated November 3, 2025. Conversions are limited by a 4.99% Beneficial Ownership Limitation, adjustable up to 9.99% effective on the 61st day after notice. The transaction was made to an accredited investor under Reg D Rule 506(b).

Nocera, Inc. entered a Securities Purchase Agreement for senior secured convertible notes of up to $300,000,000. The company expects an initial note with $8,000,000 principal for a $7,280,000 purchase price at the initial closing, subject to conditions. The notes carry 9% annual interest, payable monthly, mature in 24 months, and default interest increases to 18%.

Conversion is priced at the lower of the prior-close/five-day average at closing or 93% of the lowest 10-day VWAP before conversion, but not below a Floor Price and subject to Nasdaq limits. The notes rank senior and are secured by a first‑priority lien on assets purchased with note proceeds. Conversions are capped by a 4.99% Beneficial Ownership Limitation, adjustable up to 9.99% effective on day 61 after notice.

During the Covenant Period, Variable Rate Transactions require the Investor’s written consent, and the Investor may participate in up to 25% of equity or equity‑linked financings until the later of the second anniversary or the last closing date. Nocera will seek stockholder approval within 60 days to permit share issuance under Nasdaq rules and to increase authorized capital to 2 billion shares, and will file a Form S‑3 within 30 days (target effectiveness in 90 days) to register resale of conversion shares. Curvature Securities LLC acted as placement agent; A.G.P./Alliance Global Partners was advisor.

Nocera, Inc. (NCRA) filed a Form S-8 to register 6,666,667 shares of common stock for issuance under its 2018 Stock Option and Award Incentive Plan. The plan was approved effective December 31, 2018 and permits incentive stock options, non-qualified options, and stock purchase rights for employees, consultants, and directors.

The company states it had not previously filed an S-8 for this plan; this filing registers the entire 6,666,667 shares authorized under the 2018 plan. The plan is administered by the company’s Compensation Committee, and the filing incorporates by reference recent 10-K, 10-Q, and 8-K reports.

Nocera, Inc. (NCRA) is registering shares in an S-1 offering and describes an aquaculture-focused business providing turnkey recirculating aquaculture system (RAS) solutions, pilot and management services, and select equipment and materials for fish and shrimp farming. The filing shows corporate actions including VIE agreements giving the company control of Xinca (1,800,000 shares issued) and a prior Equity Purchase Agreement for SY Culture that was sold on June 5, 2025 for $550,000 (approximately $500,000 collected by June 30, 2025 and $50,000 received in July 2025). The company completed a prior public offering that issued 1,880,000 common shares at $3.50 per share for gross proceeds of $6.58 million and net proceeds of approximately $5.3 million. Financials show significant goodwill balances related to acquisitions (goodwill totals reported over $1.8M to $3.0M in various periods) and large impairment charges aggregated in the filing (examples include impairments of $1,159,172 and $2,250,553 in periods shown, and consolidated impairment totaling multi-million dollars). The filing reports material net losses (examples: net loss figures of $(502,645) for a period and consolidated net losses shown as $(4,159,354) and similar large year-to-date losses) and negative retained earnings balances. The capital structure includes common stock outstanding (14,367,539 shares as of June 30, 2025), 80,000 Series A preferred shares outstanding, multiple classes of warrants exercisable at various prices, and up to 45,000,000 shares offered by a selling stockholder. The filing discloses concentrations of receivables and customer percentages and describes audit and governance arrangements, management and executive officers by name.

Nocera, Inc. filed a Form 8-K reporting the execution of two employment agreements dated September 2, 2025 with Andy Jin and Andrew Teng. The filing identifies the company's common stock (ticker NCRA) traded on The Nasdaq Stock Market. The report lists Exhibits 10.1 and 10.2 as the two employment agreements and Exhibit 104 as the cover page interactive data file. The document is signed by Andy Ching-An Jin and filed on September 3, 2025. No financial terms, roles, or additional transaction details are included in the provided content.