Nocera, Inc. (NCRA) - Q2 2026 10-Q Summary
Business Context and Reporting Period
This summary covers the quarterly period ended June 30, 2026. Nocera, Inc. operates primarily in two segments: Fish Trading (eels) and E-Commerce (live-streaming sales and aquaculture system design). The company is a smaller reporting company and an emerging growth company. As of August 4, 2026, there were 2,136,495 shares of common stock outstanding (post-1-for-30 reverse stock split).
Key Financial Metrics (Six Months Ended June 30, 2026)
| Metric | Value (USD) |
|---|---|
| Net Sales | $4,417,348 |
| Gross Profit | $59,978 |
| Gross Margin | 1.36% |
| Net Loss | $(2,815,049) |
| Loss Per Share (Basic/Diluted) | $(1.80) |
| Cash and Cash Equivalents | $4,792,297 |
| Net Cash Used in Operating Activities | $(1,159,225) |
| Net Cash Used in Investing Activities | $(2,000,000) |
| Total Liabilities | $2,745,034 |
| Stockholders' Equity | $5,435,030 |
Material Changes vs. Prior Period
- Revenue Decline: Net sales decreased 48% year-over-year (from $8.5M to $4.4M) primarily due to a volume decline in the Fish Trading segment (388 tons to 272 tons), despite a slight increase in average selling price.
- Increased Operating Expenses: General and administrative expenses surged to $1.81M (from $0.57M YoY), driven by wage costs and a new strategic advisory agreement.
- Share-Based Compensation: A significant non-cash expense of $601,090 was recorded in Q2 2026, compared to zero in the prior year period.
- Digital Asset Losses: The company recognized an unrealized loss of $622,426 on its Bitcoin holdings due to fair value adjustments.
- Convertible Note Conversion: Holders converted approximately $5.0M of the senior secured convertible note into common stock during the quarter, reducing the note liability from $7.2M to $2.2M.
Guidance, Outlook, Risks, and Unusual Items
- Going Concern Warning: Management has concluded that substantial doubt exists regarding the company's ability to continue as a going concern due to recurring losses and negative cash flows. No definitive financing agreements have been executed as of the filing date.
- Bitcoin Treasury Strategy: In January 2026, the company invested $2.0M in Bitcoin. As of June 30, 2026, the fair value was $1.38M, resulting in a significant unrealized loss.
- Nasdaq Compliance: The company received notice of non-compliance with Nasdaq's minimum stockholders' equity requirement ($2.5M). A 1-for-30 reverse stock split was effected on July 6, 2026, to aid in regaining compliance.
- Equity Purchase Facility (EPFA): Entered into an agreement on May 22, 2026, allowing the sale of up to $100M of common stock over 24 months. No shares have been issued under this facility yet.
- Internal Control Weaknesses: The company identified material weaknesses in disclosure controls, including lack of written documentation, insufficient monitoring, and inadequate segregation of duties.
- Strategic Advisory: A new agreement with Phoenix MGMT & Consulting LLC requires quarterly cash retainers and stock issuances, increasing fixed costs.
Investor Verification Checklist
- Liquidity Runway: Verify the timeline for securing additional capital given the "substantial doubt" going concern warning and $1.16M operating cash burn in six months.
- Bitcoin Valuation: Monitor the volatility of the $1.38M digital asset holding and its impact on future earnings.
- Nasdaq Status: Confirm whether the reverse stock split and equity position will satisfy Nasdaq listing requirements to avoid delisting.
- Revenue Concentration: Review the top 7 customers who accounted for 98.15% of revenue in the first half of 2026.
- Convertible Note Terms: Assess the remaining $2.2M convertible note liability and potential for further dilution upon conversion.