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Nocera, Inc. is registering for resale up to 7,500,000 shares of its common stock, par value $0.001, which the prospectus says represent the “Advance Shares” issuable under an Equity Purchase Facility Agreement (EPFA). The filing states these Advance Shares represent approximately $15,000,000 based on an assumed issuance price of $2.00 per share and gives effect to a 30-for-1 reverse stock split effective July 6, 2026. The company notes 1,560,326 shares outstanding as of July 8, 2026. The EPFA permits the company, at its option over a 24-month period, to sell up to $100,000,000 of newly issued common stock to the Selling Stockholder, subject to a 19.99% Exchange Cap and a Beneficial Ownership Limit of 4.99% (or 9.99% if elected). The prospectus states the company will not receive proceeds from resale by the Selling Stockholder under this registration statement; proceeds to the company could be received only if Advance Shares are sold to the Selling Stockholder under the EPFA.
Nocera, Inc. reported two major corporate actions. First, it entered into a letter of intent to acquire up to 9.99% of the equity of INERGX Energy Optimisation Ltd, with consideration in cash and Nocera common stock, subject to due diligence and definitive agreements. The letter of intent allows various deal structures and uses a reference-price/VWAP collar for any stock issued, and it expires after 90 days unless extended or superseded.
Second, Nocera implemented a 1-for-30 reverse stock split of its common stock, effective July 6, 2026. Issued and outstanding shares were reduced from 46,495,187 to 1,549,956, with cash paid in lieu of fractional shares and proportional adjustments to options, warrants, RSUs and plan reserves. The company states the split is intended to help satisfy Nasdaq’s minimum bid requirement and support its transformation into a diversified technology holding company.
HRT Financial LP, a ten percent owner of Nocera, Inc., reported both buying and selling Nocera common stock in late June 2026. It made an open-market purchase of 117,565 shares at $0.103 per share on June 29, 2026, then an open-market sale of 199,781 shares at $0.101 per share on June 30, 2026. After these trades, HRT Financial LP directly held 1,347,050 shares of Nocera common stock, indicating a modest net reduction in its position based on the reported share counts.
HRT Financial LP, a ten percent owner of Nocera, Inc., reported both buying and selling Nocera common stock. On June 25, it made an open-market purchase of 137,430 shares at $0.092 per share. On June 26, it executed an open-market sale of 95,466 shares at $0.095 per share. After these trades, HRT Financial LP directly held 1,664,396 Nocera common shares, reflecting a net increase of 41,964 shares across the two days.
HRT Financial LP, a ten percent owner of Nocera, Inc. (NCRA), reported open-market sales of a total of 92,849 shares of common stock. The firm sold 12,188 shares at $0.106 per share on June 23, 2026 and 80,661 shares at $0.102 per share on June 24, 2026. After these transactions, HRT Financial LP directly holds 1,622,432 Nocera common shares.
HRT Financial LP has filed an initial Form 3 showing its beneficial ownership of Nocera, Inc. common stock. The firm reports holding 1,703,093 shares of Nocera common stock as a direct owner and is classified as a ten percent owner. This filing is a disclosure of an existing position, not a report of recent share purchases or sales.
Nocera, Inc. entered into an Equity Purchase Facility Agreement giving it the right, over a 24‑month period, to sell up to $100,000,000 of newly issued common shares to an institutional investor at prices set by future advance notices. Investor ownership is capped at 4.99% of outstanding stock, with the option to increase this limit to 9.99%, and total issuance under the facility is limited to 19.99% of shares outstanding on the agreement date unless stockholders approve more. Nocera also granted the investor registration rights to resell the shares and amended a prior Securities Purchase Agreement to clarify that future note proceeds may be used for general corporate and working capital needs, acquisitions, investments, and other lawful corporate purposes while continuing to restrict use for debt repayment, buybacks, related‑party payments, and most litigation settlements.
Nocera, Inc. entered into a Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC, under which Phoenix will provide strategic advisory and execution support on a non-exclusive basis for an initial 90-day term. Either party may terminate the arrangement for an uncured material breach after a 15-day notice period.
Compensation includes a $150,000 initial retainer for the first 30 days, then $50,000 per month, plus $50,000 in restricted common shares each quarter, priced using the five-day volume-weighted average price before issuance. Phoenix may also receive a 5% fee on qualifying transactions, half in cash and half in common stock. The shares issued to Phoenix are unregistered and rely on the Section 4(a)(2) exemption, and Phoenix represents it is an accredited investor.
Nocera, Inc. reported a sharply weaker first quarter of 2026, with net sales of $2.28 million versus $4.53 million a year earlier and a net loss of $1.27 million compared with $0.26 million. Gross profit was just $41,980, while operating expenses more than offset this, and other expense swung to a loss driven by equity-method investments, Bitcoin fair value losses and the convertible note.
Cash and cash equivalents fell to $5.37 million from $7.95 million, mainly after a $2.0 million Bitcoin purchase as part of a new treasury strategy; the Bitcoin balance was $1.61 million at quarter-end after a $394,587 unrealized loss. Stockholders’ equity was a deficit of $1.43 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern. Nocera also received notice that it does not meet Nasdaq’s $2.5 million minimum stockholders’ equity requirement and may face delisting if it cannot regain compliance.
Nocera, Inc. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to correct errors in previously reported consolidated financial statement amounts. The updated report reflects restated figures but does not otherwise change earlier narrative disclosures.
The company operates primarily through a Fish Trading segment in Taiwan and an E-Commerce segment, while RAS production and a catering VIE have been discontinued. In 2025, net sales were approximately $13.63 million compared with approximately $17.01 million in 2024, and Nocera recorded operating losses of $2,669,493 and $4,944,026 for 2025 and 2024, respectively, leading auditors to express substantial doubt about its ability to continue as a going concern. As of December 31, 2025, working capital was $7,583,695 and accumulated deficit was $26,188,471.
Recent financing included the August 2025 issuance of 3,500 shares of Series B Preferred Stock for $3.15 million and a November 2025 senior secured convertible note with $8,000,000 principal for a $7,280,000 purchase price, both convertible into common stock subject to ownership limits. The company also allocated $2.0 million in January 2026 to acquire approximately 12 Bitcoin as part of its treasury strategy and received a Nasdaq deficiency letter in February 2026 after its stock traded below the $1.00 minimum bid price, triggering a compliance period through August 3, 2026.