Welcome to our dedicated page for Nocera SEC filings (Ticker: NCRA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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.
Nocera, Inc. reported receiving a Nasdaq notice that it no longer meets the required $2.5 million minimum stockholders’ equity for continued listing on The Nasdaq Capital Market. The deficiency is based on its Form 10-K for the year ended December 31, 2025, which reported stockholders’ equity of $(440,735). Nocera also does not meet Nasdaq’s alternative continued listing standards based on market value of listed securities or net income from continuing operations. The company has 45 days, until June 1, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to demonstrate compliance. Nocera’s common stock will continue trading on The Nasdaq Capital Market under the symbol “NCRA” while it works on a compliance plan, but there is no assurance Nasdaq will accept the plan or that compliance will be regained.
Nocera, Inc. files its annual report describing a year of lower revenue, continued losses and a going concern warning. Net sales were approximately $13.63 million for 2025, down from about $17.01 million in 2024, with operating losses of $2.67 million.
The company focuses on two main segments: fish trading in Taiwan and live-streaming e-commerce, while using its recirculating aquaculture systems expertise only for design and consulting. It sold its catering VIE and bought stakes in two e-commerce businesses and 35% of French company LONGWOOL.
Nocera strengthened liquidity with a $3.15 million Series B preferred stock financing and an $8.0 million senior secured convertible note, but auditors expressed substantial doubt about its ability to continue as a going concern. In early 2026 it deployed $2.0 million of corporate cash into Bitcoin and later received a Nasdaq notice for failing to meet the $1.00 minimum bid price requirement.
Chen Feng-Hua reported acquisition or exercise transactions in this Form 4 filing.
NOCERA, INC. Chief Operating Officer Chen Feng-Hua received a grant of 100,000 shares of common stock. The award was issued under the company’s 2018 Stock Option and Award Incentive Plan at a stated price of $0.0000 per share and was fully vested upon grant.
Following this compensation-related grant, Chen Feng-Hua directly holds 100,000 shares of NOCERA common stock according to this filing.
ZHUANG HUIYING reported acquisition or exercise transactions in this Form 4 filing.
Nocera, Inc. director Zhuang Huiying received a grant of 100,000 shares of common stock as equity compensation. The shares were issued under the company's 2018 Stock Option and Award Incentive Plan and were fully vested at the time of grant, giving the director immediate ownership of all granted 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 600,000 shares of common stock. The award was issued at $0.0000 per share under the company’s 2018 Stock Option and Award Incentive Plan and was fully vested upon grant, leaving him with 600,000 shares held directly after the transaction.
Chuang Shun-Chih reported acquisition or exercise transactions in this Form 4 filing.
Nocera, Inc. Chief Financial Officer Chuang Shun-Chih received a grant of 200,000 shares of common stock. The award was issued on April 13, 2026 under the company’s 2018 Stock Option and Award Incentive Plan at no cash cost per share.
The shares were fully vested upon grant, meaning they became earned immediately rather than vesting over time. Following this equity grant, Chuang directly holds 720,001 shares of Nocera common stock, reflecting a compensation-related increase rather than an open-market purchase.