Nocera, Inc. SEC filings document the company’s Nasdaq-listed common stock, acquisition-focused operating strategy, aquaculture business background, digital asset treasury activity, and financing arrangements. Recent 8-K reports cover senior secured convertible notes, Bitcoin purchases for the corporate treasury, Nasdaq continued-listing deficiencies, auditor changes, and other material events.
Registration statements and proxy materials describe securities offerings, shareholder voting, director elections, auditor ratification, governance procedures, and capital-structure disclosures. Form 12b-25 notices and periodic-report references disclose late filing matters and the company’s reporting obligations as a Nevada public company.
Nocera, Inc. is seeking shareholder votes at its virtual annual meeting on December 21, 2026, on seven proposals: elect five directors; increase authorized common shares; ratify SFAI Malaysia PLT as auditor for 2026; authorize replacement warrants; adopt an equity plan; permit reverse splits; and approve potential issuance under its Equity Purchase Facility Agreement. The Board recommends voting FOR Proposals 1–7.
The proposed share amendment would raise authorized shares from 66,666,667 to 2,000,000,000 while leaving issued and outstanding shares unchanged; 2,491,612 shares were outstanding on October 16, 2026. If approved and later authorized by the Board, new warrants could cover up to 4,000,000 shares, up to 1,000,000 per class, with fixed exercise prices of $0.50, $1.00, $3.00 and $6.00 and five-year terms. The replacement equity plan would authorize 3,000,000 shares; approval alone would not immediately issue shares or guarantee awards. The proposed reverse-split authority covers one or more splits from 1:5 to 1:100 within one year after approval, with a cumulative cap of 1:100. Proposal 7 seeks approval for potential facility issuance in excess of 19.99% of issued and outstanding shares at a price that may be below Nasdaq Minimum Price.
Nocera, Inc. (NCRA) is asking shareholders to vote on eight proposals at its virtual annual meeting on December 3, 2026. The measures include electing five directors, ratifying SFAI Malaysia PLT as auditor for the fiscal year ending December 31, 2026, and increasing authorized common shares from 66,666,667 to 2,000,000,000. Other proposals would approve a 3,000,000-share equity plan and authorize Class A, B, C and D replacement warrants covering up to 4,000,000 shares, with five-year terms and fixed exercise prices by class.
Shareholders are also asked to authorize acquisition-related issuances of up to 50% of common shares outstanding immediately before the first transaction, in aggregate, capped at 20% of shares outstanding before each transaction for 18 months after approval. A separate proposal would let the Board effect one or more reverse splits during the year after approval, at ratios from 1:5 to 1:100, with the cumulative ratio capped at 1:100. The final proposal seeks approval for potential issuance under the May 22, 2026 Equity Purchase Facility Agreement in excess of 19.99% of issued and outstanding shares at a price that may be below Nasdaq Minimum Price. Approval of the acquisition authorization would not itself issue shares; the Board must determine fair value for each transaction and file a current report after closing.
Nocera, Inc. (NCRA) reported second-quarter net sales of $2,139,564 versus restated $3,026,690 in 2025, and a net loss of $1,541,308 versus restated $327,362. Six-month net loss was $2,815,049, and operating cash use was $1,159,225; comparative results present Catering as discontinued operations.
At June 30, 2026, cash and equivalents were $4,792,297 versus $7,952,180 at December 31, 2025. Nocera held approximately 23.53 Bitcoin, valued at $1,377,574 against a $2 million cost basis, and recorded a six-month unrealized loss of $622,426. Management said conditions raise substantial doubt about continuing as a going concern within one year, and that doubt was not alleviated. It estimates a planning range of $30 million to $50 million for a three-year transformation and says it has no committed financing sufficient for that range.
Nocera reports a 30% QMAX investment for 300,000 shares, with third-quarter 2026 revenue expected subject to implementation and integration. A non-binding LOI concerns acquiring up to 9.99% of INERGX, subject to due diligence, a definitive agreement and approvals. An optional equity facility permits up to $100 million over 24 months, subject to limits; no shares were issued or proceeds received under it by June 30. A 1-for-30 reverse split took effect July 6, 2026, and the amendment updates liquidity disclosure about a July 27, 2026 notice of default.
Nocera, Inc. (NCRA) entered into a strategic partnership and joint distribution agreement with E-PRO DISPLAY CO., LTD. on September 17, 2026. E-PRO appointed Nocera a non-exclusive worldwide distributor for pre-owned iPhone 17 Pro and iPhone 17 Pro Max handsets under a buy-back and trade-in program operated by iFP. Nocera is responsible for sales, customer development and channel building.
iFP’s written confirmation dated August 26, 2026, states that approximately 600,000 handsets with an aggregate awarded value of approximately US$520.5 million were allocated to E-PRO. This is E-PRO’s allocation, not Nocera revenue, orders, backlog or commitments. Actual distribution is limited to sales orders or invoices issued by iFP upon shipment. The agreement requires a separate written sale and purchase contract for each tranche, imposes no minimum quantity, amount or term commitment, and allows either party to decline a tranche. Shipments are expected from late September through the end of November 2026.
Nocera’s iFP supplier registration is in progress. The agreement has an initial 12-month term and either party may terminate it on 30 days’ written notice without liability. The release describes AI services and AI-enabled devices as later objectives, but says Phases 2 and 3 are not commitments and Nocera has no current agreements, products or definitive plans for AI agent distribution.
NOCERA, INC. (symbol: NCRA) is the issuer of record for a Form 4/A filing submitted to the SEC. Chuang Shun-Chih reported acquisition or exercise transactions in this Form 4 filing.
NOCERA, INC. (NCRA) reported that its Chief Financial Officer, Shun-Chih Chuang, received a grant of 200,000 shares of common stock on April 13, 2026 under the company’s 2018 Stock Option and Award Incentive Plan, fully vested upon grant. After correcting for a previously reported bona fide gift of 300,000 shares made on December 4, 2025, the CFO now beneficially owns 420,001 shares of NCRA common stock. No Rule 10b5-1 trading plan is reported.
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.