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. 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.
Nocera, Inc. disclosed a material corporate financing event in an 8-K, attaching the governing documents for a new Series B Convertible Non-Voting Preferred Stock and related investor agreements. The filing includes the Certificate of Designation establishing the preferred series, a Securities Purchase Agreement between the company and an investor, and a Registration Rights Agreement that governs resale registration rights. These exhibits indicate the company is issuing preferred equity and documenting investor subscription and registration terms; specific economic terms, investor identity, and share counts are not included in the provided text.
Nocera, Inc. reported interim condensed results showing substantial operating losses and corporate transactions in first half 2025. Total current assets included amounts such as $109,951 and $144,509 (various line items), with property and equipment of approximately $1,010,919 and goodwill largely related to acquisitions totaling $1,351,703 for Xinca. The company recognized significant segment and consolidated losses, including a net loss of $(502,645) for a reported period and larger year-to-date losses such as $(760,262) and $(816,157) in comparative tables. Capital activity included issuance of shares (14,367,539 common shares outstanding as of June 30, 2025), warrant exercises, and a public offering that generated gross proceeds of $6.58 million (net proceeds ~ $5.3 million). Corporate transactions: the company obtained 100% control of Xinca via issuance of 1,800,000 restricted common shares, acquired Meixin with an 80% interest for $4,300,000 (via VIE agreements), and sold SY Culture on June 5, 2025 for $550,000 ($500,000 collected by June 30, 2025 with $50,000 received in July). Management disclosed internal control weaknesses and remediation plans to strengthen financial reporting, IT controls and policies.
Nocera, Inc. (symbol: NCRA) filed an amended Form 10-K (10-K/A) dated 6 May 2025 to restate Note 25 – Segment Reporting for the fiscal year ended 31 December 2024. The XBRL excerpt shows the company reclassified and re-tagged data across multiple equity classes (Common Stock, Series A Preferred, additional paid-in capital, statutory reserves, accumulated other comprehensive income, non-controlling interests) and identified three primary operating segments – Fish Trading, Catering, and E-Commerce – along with an “All Segments” consolidation member.
The amendment introduces srt:RestatementAdjustmentMember tags for full-year 2022 and 2023 and for each 2024 interim period, paired with srt:ScenarioPreviouslyReportedMember tags, indicating comparative figures have been corrected. Numerous customer, supplier, and geographic concentration members (e.g., Five Customer, Supplier A, country:CN) are listed, suggesting enhanced disclosure of concentration risks, although no quantitative revenue, profit, or cash-flow amounts are provided in the excerpt.
The filing appears limited to correcting segment-level disclosure errors; no additional narrative, financial statements, or earnings data are included here. Investors should review the full 10-K/A to understand the magnitude of the adjustments and any potential control deficiencies that led to the restatement.