Business Context and Reporting Period
Company: Nocera, Inc. (Nasdaq: NCRA)
Filing Type: Form 10-K (Annual Report)
Period: Fiscal Year Ended December 31, 2025
Headquarters: New Taipei City, Taiwan (R.O.C.)
Nocera operates primarily through two segments: Fish Trading (trading eels and seafood in Taiwan) and E-Commerce (live-streaming sales of third-party products). The Company discontinued its Catering segment (Meixin) in December 2025, classifying it as discontinued operations. In January 2026, the Company initiated a corporate treasury strategy, allocating $2.0 million to purchase Bitcoin.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Net Sales | $13.63 million | $17.01 million |
| Gross Profit | $172,677 | $334,261 |
| Gross Margin | 1.27% | 1.96% |
| Net Loss (Continuing Ops) | $(2.67 million) | $(4.29 million) |
| Net Loss (Total) | $(2.88 million) | $(4.49 million) |
| Net Loss Attributable to Shareholders | $(2.96 million) | $(4.47 million) |
| Cash and Cash Equivalents (End of Period) | $7.95 million | $0.48 million |
| Working Capital | $7.58 million | $(61,850) |
| Accumulated Deficit | $(26.19 million) | $(23.34 million) |
Debt and Liquidity: In November 2025, the Company issued a senior secured convertible note with a principal amount of $8.0 million (purchase price $7.28 million). The note bears 9% interest and matures in November 2027. The Company also issued Series B Preferred Stock raising $2.64 million (net of issuance costs).
Material Changes vs. Prior Period
- Revenue Decline: Net sales decreased by approximately 20% to $13.63 million, primarily due to a decline in the Fish Trading segment and the disposal of the SY Culture e-commerce subsidiary in June 2025.
- Discontinued Operations: The Company sold its 80% economic interest in the Catering segment (Meixin) in December 2025 for $420,000 cash, recognizing a loss on disposal of $155,263. Results are now classified as discontinued operations.
- Goodwill Impairment: Unlike 2024, which saw significant goodwill impairments ($2.51 million), 2025 had no goodwill impairment charges as the related assets were disposed of or fully impaired in prior periods.
- Financing Activity: Net cash provided by financing activities surged to $10.16 million in 2025 (compared to $1.10 million in 2024), driven by the issuance of convertible notes ($7.28 million) and preferred stock ($2.64 million).
- Operating Expenses: General and administrative expenses increased to $2.84 million in 2025 from $2.71 million in 2024, largely due to $0.6 million in issuance costs related to the convertible note.
Guidance, Outlook, Risks, and Unusual Items
- Going Concern: The auditors have expressed substantial doubt about the Company's ability to continue as a going concern due to recurring net losses and negative cash flows from operations. Management plans to address this through equity/debt financing and cost controls.
- Nasdaq Compliance: On February 2, 2026, the Company received a deficiency letter from Nasdaq for failing to maintain the $1.00 minimum bid price. The Company has a 180-day compliance period (until August 3, 2026) to regain compliance, potentially via a reverse stock split.
- Bitcoin Strategy: In January 2026, the Company purchased approximately 12 Bitcoin for $2.0 million as part of a corporate treasury strategy. This introduces significant volatility risk to financial statements.
- Internal Controls: The Company identified material weaknesses in internal control over financial reporting, including a lack of sufficient personnel with GAAP expertise and inadequate segregation of duties.
- Customer Concentration: Five customers represented approximately 81.8% of total revenue in 2025.
Investor Verification Checklist
- Going Concern Status: Verify the success of ongoing financing efforts to fund operations beyond the current cash balance of $7.95 million.
- Nasdaq Listing: Monitor the Company's ability to regain compliance with the $1.00 minimum bid price requirement by August 3, 2026.
- Bitcoin Valuation: Assess the impact of Bitcoin price volatility on the Company's balance sheet and future earnings, given the $2.0 million exposure.
- Convertible Note Terms: Review the dilution impact of the $8.0 million convertible note, which has a variable conversion price and a 9% interest rate.
- Revenue Concentration: Evaluate the risk associated with reliance on five major customers for over 80% of revenue.
- Internal Controls: Confirm progress on remediation plans for material weaknesses in financial reporting controls.