10-K/A: Nocera, Inc. Files Amended 2025 Annual Report Amidst Financial Challenges

Nocera, Inc. has filed an amended 2025 annual report detailing significant net losses, ongoing going concern issues, and a revenue decline, while also outlining new financing and strategic investments.

Summary

• Nocera, Inc. filed an amended annual report for the fiscal year ended December 31, 2025, addressing SEC comments and restating financial information.
• The company reported a net loss of $2,880,041 for 2025, a decrease from the $4,490,375 net loss in 2024.
• Revenue for 2025 was $11.03 million, down from $12.12 million in 2024, primarily due to a decline in the fish trading business.
• The company continues to face substantial doubt about its ability to continue as a going concern, citing negative operating cash flows and accumulated losses.
• Nocera completed the disposition of its Meixin subsidiary and recognized a loss on disposal. It also disposed of SY Culture, recognizing a gain.
• In January 2026, the company invested $2.0 million in Bitcoin as part of a corporate treasury strategy.
• A significant financing event occurred with the issuance of an $8 million senior secured convertible note in November 2025.
• The company received notices from Nasdaq regarding non-compliance with minimum bid price and minimum stockholders' equity requirements.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to significant net losses, ongoing going concern issues, and a substantial decrease in revenue, despite some strategic divestitures and new financing.

Positives

• Completed the disposition of Meixin and SY Culture, potentially streamlining operations.
• Recognized a gain of $87,603 on the disposal of SY Culture.
• Secured $7.28 million in proceeds from the initial closing of a senior secured convertible note.
• Invested $2.0 million in Bitcoin as a new corporate treasury strategy.
• Entered into an Equity Purchase Facility Agreement for up to $100 million over 24 months.
• The company's fish trading business saw an increase in average selling price per kilogram from $15.31 to $15.82.

Negatives

• Reported a net loss of $2,880,041 for the year ended December 31, 2025.
• Revenue decreased to $11.03 million in 2025 from $12.12 million in 2024.
• The company faces substantial doubt about its ability to continue as a going concern due to negative operating cash flows and accumulated losses.
• General and administrative expenses increased to $2.6 million in 2025 from $2.5 million in 2024, partly due to convertible note issuance costs.
• The company received deficiency letters from Nasdaq for non-compliance with minimum bid price and minimum stockholders' equity requirements.
• Goodwill impairment losses of $3,409,725 were recognized for Meixin and $1,351,703 for Xinca as of December 31, 2024.
• Net cash used in operating activities was $2.58 million in 2025, an increase from $2.07 million in 2024.

Risks

• Substantial doubt exists regarding the Company's ability to continue as a going concern due to recurring net losses, negative cash flows from operations, and significant accumulated losses.
• The Company has received notices from Nasdaq indicating non-compliance with minimum bid price and minimum stockholders' equity requirements, which could impact its listing.
• Fluctuations in commodity prices, including fuel and plastic, may negatively affect profit margins if Nocera cannot mitigate inflationary increases.
• Geopolitical conditions, trade disputes, and international instability could disrupt operations, increase costs, and reduce sales.
• Foreign currency exchange rate fluctuations, particularly with the NT dollar, can impact reported revenue, operating expenses, and net income.
• The Company's reliance on VIE structures in certain jurisdictions (Taiwan, PRC) carries inherent risks related to regulatory changes and the ability to maintain control and economic benefits.
• The issuance of senior secured convertible notes and preferred stock introduces potential dilution and increased financial obligations.
• The Company's strategy involving investments in Bitcoin carries significant volatility and regulatory risks.

Future Outlook

The company's future outlook is uncertain, with substantial doubt about its ability to continue as a going concern. Management plans to address this by seeking additional capital through equity and debt financing, implementing cost controls, and expanding revenue-generating activities. The company has also initiated a corporate treasury strategy involving Bitcoin investments and is exploring strategic advisory services and potential acquisitions.

Management Comments

• The Company is currently in discussions with potential investors and financing sources; however, no definitive agreements have been executed as of the date of issuance of these financial statements. Accordingly, there can be no assurance that the Company will be successful in obtaining sufficient funding or achieving its business objectives.
• Even if the Company is able to obtain additional financing, such financing may not be available on favorable terms, and may include restrictive covenants in the case of debt financing or result in significant dilution to existing stockholders in the case of equity financing.
• Management has concluded that substantial doubt about the Company's ability to continue as a going concern has not been alleviated.

Industry Context

StockSavvy.ai notes that Nocera operates in the food production and e-commerce sectors. The decline in fish trading revenue and the strategic divestitures suggest a challenging market environment or a shift in business focus. The company's foray into Bitcoin investment is a notable diversification strategy, though highly speculative and outside its core operations.

Comparison to Industry Standards

• The company's net loss of $2.88 million for 2025 and negative operating cash flow of $2.58 million are concerning when compared to profitable companies in the food production and e-commerce sectors.
• Competitors in the fish trading industry, such as larger integrated seafood companies, often benefit from economies of scale and more stable supply chains, which Nocera appears to lack.
• In the e-commerce live-streaming sector, companies like Alibaba or Pinduoduo demonstrate significant revenue growth and profitability, highlighting Nocera's comparatively small scale and financial performance in this segment.
• The company's ongoing going concern issues are a significant deviation from industry standards for publicly traded companies, which typically maintain stronger financial health and liquidity.

Legal Proceedings

• The Company has no significant pending litigation for the year ended December 31, 2025 and 2024.

Related Party Transactions

• Balances due to Mountain Share Transfer, LLC, a company controlled by a former corporate secretary and director, for daily operational purposes.
• Balances due to the estate of Mr. Yin-Chieh Cheng, a former director and executive officer, related to a prior arrangement.

Stakeholder Impact

• Shareholders face potential dilution from new equity and convertible note issuances and continued uncertainty regarding the company's going concern status.
• Creditors may face increased risk due to the company's financial condition and potential for further debt.
• Employees may experience uncertainty regarding job security due to the company's financial challenges.
• Suppliers may face risks related to payment delays or potential business cessation.

Next Steps

• Continue to seek additional capital through equity and debt financing.
• Implement cost control measures to reduce operating expenses.
• Expand revenue-generating activities through new business development.
• Monitor compliance with Nasdaq listing requirements.
• Evaluate the impact of new accounting standards.
• Continue to manage foreign currency exchange rate risks.
• Pursue strategic advisory services and potential transactions.

Key Dates

Recommendation

The company's persistent net losses, negative cash flow from operations, and the substantial doubt about its ability to continue as a going concern, coupled with Nasdaq non-compliance notices, present significant risks. While new financing and strategic investments are being pursued, the path to profitability and sustainable operations remains highly uncertain. The potential for dilution from recent capital raises further exacerbates the downside risk for existing shareholders.

Keywords

Nocera, Annual Report, Form 10-K/A, Financial Statements, Restatement, Going Concern, Convertible Note, Discontinued Operations