10-Q: Nocera Inc. Q1 2026 Results Show Revenue Decline, Increased Losses
Quarterly Report
Nocera, Inc. reported a significant decrease in revenue and a substantial increase in net loss for the first quarter of 2026, primarily due to a decline in its fish trading business and increased operating expenses.
Summary
- Nocera, Inc. reported net sales of $2.3 million for the first quarter ended March 31, 2026, a decrease from $4.5 million in the same period of 2025.
- Gross profit also declined to $42,000 from $51,000 year-over-year.
- Operating expenses increased significantly to $619,000 from $334,000, driven by higher general and administrative costs.
- The company recorded a net loss of $1.3 million for the quarter, a substantial increase from a net loss of $258,000 in Q1 2025.
- Cash used in operating activities was $583,000, compared to $113,000 in the prior year.
- The company invested $2.0 million in Bitcoin during the quarter as part of its treasury strategy.
- Nocera received a notification from Nasdaq on April 17, 2026, indicating non-compliance with the minimum stockholders' equity requirement for continued listing.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as significantly negative due to the sharp decline in revenue, widening net losses, and critical going concern issues, compounded by the risk of Nasdaq delisting.
Positives
- The company continues to diversify its treasury strategy with a $2.0 million investment in Bitcoin.
- The e-commerce segment showed a slight increase in gross profit, indicating some resilience in that area.
- The company is actively seeking to address material weaknesses in its internal controls and has established an audit committee.
Negatives
- Revenue decreased by approximately 50% to $2.3 million in Q1 2026 compared to $4.5 million in Q1 2025.
- Net loss widened significantly to $1.3 million in Q1 2026 from $258,000 in Q1 2025.
- Operating expenses increased by approximately 85% to $619,000 in Q1 2026 from $334,000 in Q1 2025.
- Cash used in operating activities increased by over 400% to $583,000 in Q1 2026 from $113,000 in Q1 2025.
- The company has negative stockholders' equity of $(440,735) as of December 31, 2025, raising substantial doubt about its ability to continue as a going concern.
- Nocera is at risk of delisting from the Nasdaq Capital Market due to not meeting minimum stockholders' equity requirements.
Risks
- The company does not currently satisfy Nasdaq's continued listing requirements and faces potential delisting.
- Substantial doubt exists about the company's ability to continue as a going concern within one year.
- The company's financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
- Inflation and geopolitical conditions could adversely affect costs, sales, and the ability to raise capital.
- Foreign currency exchange rate fluctuations could negatively impact reported financial results.
- The company has identified material weaknesses in its internal controls, including lack of written documentation, insufficient monitoring, and inadequate segregation of duties.
Future Outlook
The company's future outlook is uncertain due to its going concern issues and potential delisting from Nasdaq. Management plans to address these conditions by seeking additional capital through equity and debt financing, implementing cost control measures, and expanding revenue-generating activities. However, there is no assurance of success in obtaining sufficient funding or achieving business objectives.
Management Comments
- Management acknowledges that the company's financial statements have been prepared on a going-concern basis, but substantial doubt exists about the company's ability to continue as a going concern within one year.
- Management plans to address going concern issues through seeking additional capital, pursuing strategic financing alternatives, implementing cost control measures, and expanding revenue-generating activities.
- Management has concluded that substantial doubt about the company's ability to continue as a going concern has not been alleviated, even if additional financing is obtained.
- Management has concluded that disclosure controls and procedures were ineffective as of March 31, 2026, due to material weaknesses in internal controls.
- Management expects to remediate material weaknesses in the second half of 2026.
Industry Context
StockSavvy.ai notes that Nocera's Q1 2026 results reflect significant challenges in its core fish trading business, a sector often subject to volatile commodity prices and supply chain disruptions. The company's diversification into e-commerce and its recent investment in Bitcoin highlight a strategy to seek growth in less traditional areas, though the financial performance indicates these efforts have not yet offset the decline in established segments. The ongoing Nasdaq listing concerns are a critical factor for investors, as delisting could severely impact liquidity and access to capital.
Comparison to Industry Standards
- Nocera's revenue decline of approximately 50% in Q1 2026 compared to Q1 2025 is a significant underperformance when compared to the broader e-commerce and aquaculture sectors, which have generally shown more stable or growing revenues, particularly in emerging markets.
- The company's net loss of $1.3 million in Q1 2026, representing a loss per share of $(0.0865), is substantially worse than industry averages for companies of similar size in the aquaculture and e-commerce sectors, which typically aim for profitability or controlled losses during growth phases.
- The company's negative stockholders' equity of $(440,735) as of December 31, 2025, is a critical indicator of financial distress, far below the minimum equity requirements of exchanges like Nasdaq ($2.5 million), and suggests a significantly weaker financial position than most publicly traded companies in its operational domains.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Audit Committee Establishment | An audit committee of the Board comprised of three independent directors has been established. | During the quarter ended March 31, 2026 | Positive step towards improving financial oversight and addressing internal control weaknesses. |
| Internal Control Documentation | The company lacked written documentation of its internal control policies and procedures, which is a material weakness. | As of March 31, 2026 | Negative, as it indicates a deficiency in Sarbanes-Oxley Act compliance and financial reporting reliability. |
| Monitoring and Review Controls | Insufficient monitoring and review controls over the financial reporting closing process, including a lack of individuals with current GAAP knowledge, led to restatements. | As of March 31, 2026 | Negative, indicating a material weakness that impacts the accuracy and reliability of financial statements. |
| Segregation of Duties | Inadequate segregation of duties was identified as a material weakness. | As of March 31, 2026 | Negative, increasing the risk of errors and potential fraud. |
Legal Proceedings
- The company was not subject to any legal proceedings during the three months ended March 31, 2026, and there are currently no legal proceedings that could have a material adverse effect on its business, financial condition, or operating results.
Related Party Transactions
- Balances due to related parties include $7,681 to Mountain Share Transfer, LLC (controlled by a former corporate secretary and director) for amounts paid on behalf of the company for daily operations.
- Balances due to related parties include $16,403 to the Estate of Mr. Yin-Chieh Cheng (former director and executive officer) related to a prior arrangement.
Stakeholder Impact
- Shareholders: Potential dilution from future equity financing, risk of delisting from Nasdaq impacting share liquidity and value, and ongoing concern about the company's going concern status.
- Creditors: Increased risk due to the company's negative equity and going concern issues, potentially impacting the ability to service debt.
- Employees: Uncertainty regarding job security and company stability due to financial distress and potential delisting.
- Suppliers: Potential for delayed payments or reduced orders due to the company's liquidity challenges.
Next Steps
- Management plans to remediate material weaknesses in internal controls in the second half of 2026.
- The company intends to evaluate available options to regain compliance with Nasdaq's continued listing requirements.
- The company is in discussions with potential investors and financing sources to secure additional capital.
Key Dates
| Date | Description |
|---|---|
| 2025-01-01 | Beginning of the first quarter of 2025 |
| 2025-03-31 | End of the first quarter of 2025 |
| 2025-04-15 | Filing of Annual Report on Form 10-K for the fiscal year ended December 31, 2025 |
| 2025-04-21 | Amendment to Annual Report on Form 10-K for the fiscal year ended December 31, 2025 |
| 2025-06-04 | Date related to LONGWOOL stock purchase agreement |
| 2025-06-05 | Date related to Tachyonext Inc. equity interest acquisition and LONGWOOL stock purchase agreement |
| 2025-08-27 | Date related to Series B Preferred Stock purchase agreement |
| 2025-08-28 | Filing of Certificate of Designation of Preferences, Rights and Limitations for Series B Preferred Stock |
| 2025-08-29 | Date related to Series B Preferred Stock purchase agreement and issuance of Series B convertible non-voting preferred stock |
| 2025-10-29 | Date related to Securities Purchase Agreement for Senior Secured Convertible Note |
| 2025-10-31 | Date of Securities Purchase Agreement with an institutional accredited investor for senior secured convertible notes |
| 2025-11-02 | Date related to Securities Purchase Agreement for Senior Secured Convertible Note |
| 2025-11-03 | Date related to Securities Purchase Agreement for Senior Secured Convertible Note and initial closing of Note issuance |
| 2025-12-01 | Date of stock purchase agreement with Longwool |
| 2025-12-31 | End of fiscal year 2025 |
| 2026-01-01 | Beginning of the first quarter of 2026 |
| 2026-01-24 | Date related to Bitcoin purchase |
| 2026-01-25 | Date related to Bitcoin purchase |
| 2026-01-29 | Date related to Bitcoin purchase |
| 2026-03-31 | End of the first quarter of 2026 |
| 2026-04-15 | Filing of Annual Report on Form 10-K for the fiscal year ended December 31, 2025 |
| 2026-04-17 | Company received notification letter from Nasdaq regarding non-compliance with minimum stockholders equity requirement |
| 2026-04-21 | Amendment to Annual Report on Form 10-K for the fiscal year ended December 31, 2025 |
| 2026-05-14 | Date of filing of the Form 10-Q |
Recommendation
sellThe company exhibits severe financial distress, including a significant revenue decline, widening losses, negative equity, and a going concern warning. The imminent risk of Nasdaq delisting further exacerbates these issues, severely impacting liquidity and investor confidence. While management is pursuing capital raises and control improvements, the current financial trajectory and operational challenges present a high-risk investment profile.
Keywords
Nocera Inc., 10-Q, Quarterly Report, Financial Results, Revenue Decline, Net Loss, Going Concern, Nasdaq Listing, Bitcoin Investment, Fish Trading, E-Commerce
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