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. (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.
Nocera, Inc. entered into a series of variable interest entity agreements with Chien-Hua Tseng and QMAX Technology Co., Ltd. to obtain a controlling interest linked to Tseng’s 30% equity stake in QMAX. The company issued 300,000 restricted common shares valued at $1.36 each, for an equity consideration of $408,000, with no cash paid. Through voting proxies, an equity pledge, an exclusive call option and an exclusive business cooperation agreement, Nocera gains voting, economic and operational control while legal title to the shares remains with the seller; these agreements run for an initial ten-year term with automatic one-year renewals.
Separately, Nocera received a default notice on a senior secured convertible promissory note originally issued for $8,000,000. The company failed to pay all Alternate Conversion Floor Amounts, leaving $6,029,495 outstanding as of the notice. The collateral agent seized assets in a blocked custodial account and applied about $4,658,686 toward the obligation, after which the investor asserts approximately $1,370,809 remains owed. Nocera and the investor are discussing potential resolution, including a possible waiver, but there is no assurance of an agreement.
Nocera also received confirmation from Nasdaq that it has regained compliance with Listing Rule 5550(a)(2) after the stock maintained a closing bid of at least $1.00 per share for 15 consecutive business days from July 7 through July 27, 2026. QMAX, an authorized Micron/Crucial distributor, generated approximately US$1.36 million in fiscal 2025 revenue, nearly tenfold growth since fiscal 2023, and is intended to support Nocera’s AI data center and infrastructure strategy.
JIN ANDY CHING-AN reported acquisition or exercise transactions in this Form 4 filing.
Nocera, Inc. reported that Chief Executive Officer Jin Andy Ching-An received a grant of 20,000 shares of common stock on July 29, 2026, at $0.00 per share under his Employment Agreement dated September 2, 2025. The shares were fully vested upon grant, increasing his directly held common stock to 30,000 shares.
TENG SONG-YUAN reported acquisition or exercise transactions in this Form 4 filing.
Nocera, Inc. director and Chief Executive Officer (Asia) Teng Song-Yuan received a grant of 20,000 shares of common stock on July 29, 2026 as a stock award under his Employment Agreement dated September 2, 2025. The shares were fully vested upon grant, bringing his direct holdings to 40,000 shares.
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.