NOCERA, INC. (NCRA) SEC Filings

Nocera, Inc. (NCRA) filed Amendment No. 2 to its annual report for the year ended December 31, 2025, restating management’s discussion and financial statements in response to SEC comments and prior misstatements. The company operates mainly fish trading and e-commerce segments via VIE structures in Taiwan and China and has exited certain legacy operations.

For 2025, Nocera generated $11.03 million in net sales, down from $12.12 million in 2024, and reported a net loss attributable to shareholders of $2.96 million, improved from a $4.47 million loss. Operating cash outflows were $2.58 million, funded by significant external financing, including $7.21 million of financial liabilities at fair value and $2.64 million of Series B convertible preferred stock, resulting in year-end cash of $7.95 million.

The company sold 80% of its economic interests in Meixin for $420,000, recognizing a $155,263 loss and classifying Meixin as discontinued operations due to a strategic shift, and earlier sold SY Culture for $550,000 with an $87,603 gain. The auditor highlighted substantial doubt about Nocera’s ability to continue as a going concern given accumulated losses, negative operating cash flows, and reliance on financing. Management also outlines a new corporate treasury strategy emphasizing Bitcoin beginning in 2026.

NOCERA, INC. (NCRA) filed an amended quarterly report for the three months ended March 31, 2026, restating net loss attributable to shareholders and EPS to correctly include a $70,126 preferred dividend and expanding its revenue discussion. All share and per‑share data are retroactively adjusted for a 1‑for‑30 reverse stock split effective July 6, 2026.

The company generated $2,277,784 in net sales, down from $2,993,277 a year earlier, with gross profit of only $41,980. Net loss widened sharply to $1,273,741 from $256,949, driven by higher general and administrative expenses, equity‑method losses and a $394,587 unrealized loss on Bitcoin acquired as part of a new $2.0 million treasury strategy. Operating cash outflow was $583,026.

At March 31, 2026, Nocera held $5,367,067 in cash but reported negative stockholders’ equity of $(1,428,976), substantial accumulated losses of $27,462,212, and a senior secured convertible note measured at fair value, contributing to total liabilities of $8,110,806. Management concludes that recurring losses, cash burn and the capital structure raise substantial doubt about the company’s ability to continue as a going concern, despite new financing tools including an $8,000,000 convertible note facility and a $100 million equity purchase facility.

NOCERA, INC. (NCRA) reported that Chief Financial Officer Shun-Chih Chuang received equity awards of common stock on August 17, 2026. The awards include 100,000 shares issued for $0 under Exhibit A of the Employment Agreement and 10,000 shares acquired for $0 under the 2018 Stock Option and Award Incentive Plan, with the 10,000 shares vesting immediately. Post-transaction share totals include 13,999 shares held immediately before these awards following a July 7, 2026 reverse-split adjustment.

NOCERA, INC. (NCRA) reported that director and officer Teng Song-Yuan, Chief Executive Officer (Asia), received a grant/award of 20,000 shares of common stock on August 17, 2026. The shares were acquired for $0 per share under the Nocera, Inc. 2018 Stock Option and Award Incentive Plan, pursuant to a Stock Purchase Certificate dated August 17, 2026, and vested immediately. Following this award, Teng Song-Yuan directly holds 60,000 shares of Nocera common stock.

NOCERA, INC. (NCRA) reported that Chief Executive Officer and director Jin Andy Ching-An20,000 shares of common stock on August 17, 2026. The shares were granted for $0 under the Nocera, Inc. 2018 Stock Option and Award Incentive Plan pursuant to a Stock Purchase Certificate and vested immediately, increasing his directly held stake to 50,000 shares.

Nocera, Inc. (NCRA) entered into a two-year Consulting Agreement with Chien-Hua Tseng, effective August 17, 2026, for strategic advisory services on artificial intelligence module technology, product roadmap, market positioning, and related corporate decisions. As equity consideration, Nocera issued 50,000 shares of common stock on August 17, 2026 and may issue another 50,000 shares on August 17, 2027, conditional on continued service. Each tranche is fully vested upon issuance and carries no exercise price.

Nocera also executed a two-year Employment Agreement with Shun-Chih Chuang, who will serve as Chief Financial Officer. Mr. Chuang will receive an annual salary of $84,000, payable in equal monthly installments, plus 100,000 unregistered shares of common stock each year during the term, with the first 100,000 shares issued at signing and the second 100,000 issuable at the start of year two, subject to customary transfer restrictions. Both agreements include flexible termination rights and standard protective covenants such as confidentiality and non-solicitation.

Nocera, Inc. reported that its previously issued consolidated financial statements for the years ended December 31, 2024 and 2025, and interim periods in 2025, should no longer be relied upon due to errors that required restatement. After reassessing accounting conclusions and supporting documentation with its independent auditor, management identified multiple adjustments under U.S. GAAP.

Key changes include a reduction of $1,351,703 in goodwill for 2024, lowering goodwill from $2,077,728 to $726,025, balance sheet reclassifications and write-offs of accounts receivable ($102,568), prepaid expenses ($497,317), property and equipment ($66,015), and other non-current assets ($349). Additional income tax payable of about $110,669 and lease-related right-of-use assets of $43,453 with corresponding current and non-current lease liabilities of $6,652 and $8,511 were recognized. Accumulated losses as of December 31, 2024 increased by approximately $2,096,572, partially offset by $11,603 of additional accumulated other comprehensive income. For 2025, previously reported net sales decreased by about $2,597,349, with offsetting cost and discontinued-operations reclassifications, so total net loss for 2024 and 2025 remained unchanged. The company links these errors to existing material weaknesses in internal control over financial reporting and is implementing remedial measures.

Nocera, Inc. completed the sale of approximately 231 acres of real property in Montgomery County, Alabama to non-affiliated buyers for $700,000 in cash. After seller settlement charges of approximately $42,175, the company received net cash proceeds of about $654,604. The land was sold in “as is” condition and, as of June 30, 2026, was carried on the balance sheet at a book value of approximately $877,870 within property and equipment. Nocera expects to recognize a loss on sale of about $178,000, before transaction costs, in the quarter ending September 30, 2026. The property was the company’s sole land holding and was not used in its primary fish trading and e-commerce operations conducted through Taiwan-based activities. Nocera intends to use the net proceeds for general corporate purposes and working capital.

Separately, Nasdaq Listing Qualifications staff notified Nocera on August 10, 2026 that, based on its Form 10-Q for the period ended June 30, 2026 showing stockholders’ equity of $5,435,030, the company now complies with Nasdaq Listing Rules 5550(b)(1), 5550(b)(2) and 5550(b)(3), which require at least $2.5 million in stockholders’ equity, or alternative thresholds. Nasdaq has closed the prior deficiency matter.

Nocera, Inc., which operates fish trading and e-commerce businesses, reported weak results for the six months ended June 30, 2026. Net sales were $4,417,348, down from $8,505,844 a year earlier, generating gross profit of only $59,978. General and administrative expenses rose to $1,811,781, including $601,090 of share-based compensation, leading to a net loss of $2,815,049 and basic and diluted loss per share of $1.8043.

Cash and cash equivalents declined to $4,792,297 from $7,952,180 as operating activities used $1,159,225 and the company invested $2,000,000 in Bitcoin as a corporate treasury asset. It held about 23.53 Bitcoin at a fair value of $1,377,574 on June 30, 2026 and recorded $622,426 of unrealized losses on digital assets in other expense.

Total liabilities were $2,745,034 and stockholders’ equity improved to $5,435,030, helped by conversion of Series B preferred stock and partial conversion of an $8,000,000 senior secured convertible note, whose fair value fell to $2,188,158. Nocera entered a $100 million Equity Purchase Facility but had not drawn on it. With an accumulated deficit of $29,003,520, recent losses, and operating cash outflows, management concluded that substantial doubt about the company’s ability to continue as a going concern has not been alleviated.