Nocera, Inc 10-K/A for FY2025

Nocera, Inc. (NCRA)

10-K/A 2026-04-21 For: 2025-12-31

Added on April 21, 2026

About this 10-K/A

Nocera, Inc filed this 10-K/A on April 21, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $11.03M; down 9.0% from $12.12M a year earlier
Net loss: $2.88M; compared with a net loss of $4.49M a year earlier
Diluted EPS: -$0.21; compared with -$0.34 a year earlier

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Nevada		16-1626611
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, par value $0.001 per share		NCRA		The Nasdaq Capital Market LLC

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

PART I		1

ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS	20
ITEM 1C.	CYBERSECURITY	21
ITEM 2.	PROPERTIES	21
ITEM 3.	LEGAL PROCEEDINGS	21
ITEM 4.	MINE SAFETY DISCLOSURES	21

PART II		22

ITEM 5.	MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22
ITEM 6.	[RESERVED]	24
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	36
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	36
ITEM 9A.	CONTROLS AND PROCEDURES	37
ITEM 9B.	OTHER INFORMATION	39
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	39

PART III		40

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	40
ITEM 11.	EXECUTIVE COMPENSATION	46
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	50
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	51
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	51

PART IV		52

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	52
	EXHIBIT INDEX	52
ITEM 16.	FORM 10-K SUMMARY	52

SIGNATURES		55


INDEX TO FINANCIAL STATEMENTS		F-1

	·	On August 29, 2025, we entered into a Securities Purchase Agreement with an institutional accredited investor, pursuant to which we and issued and sold 3,500 shares of Series B Preferred Stock for an aggregate purchase price of $3.15 million at the initial closing. The Series B Preferred Stock is convertible into shares of the Company’s common stock subject to a 4.99% (or 9.99% upon election) beneficial ownership limitation, carries a 9% annual dividend beginning October 1, 2025, ranks senior to the Company’s common and Series A preferred stock with respect to dividends and liquidation, and has no voting rights. The Company also entered into a registration rights agreement covering the resale of the underlying common shares. Additional issuances of up to 10,000 shares may occur in future closings subject to the terms of the purchase agreement.

	·	On October 31, 2025, we entered into a Securities Purchase Agreement with an institutional accredited investor. On November 3, 2025, we consummated the initial closing under the purchase agreement and issued to the investor a senior secured convertible note in the principal amount of $8,000,000 for a purchase price of $7,280,000. The note bears interest at 9% per annum, payable monthly, matures on November 3, 2027 and is convertible into shares of the Company’s common stock at a variable conversion price based on market prices, subject to a floor price and customary adjustments. The note is senior to the Company’s other indebtedness (subject to permitted indebtedness) and is secured by a first-priority security interest in substantially all assets purchased with the note proceeds. Conversion is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% upon notice.

	·	On December 1, 2025, we entered into a Stock Purchase Agreement with LONGWOOL, a French corporation (société par actions simplifiée, or SAS), we agreed to purchase from LONGWOOL, and LONGWOOL the Company agreed to issue and sell to us that number of equity securities representing 35% of the LONGWOOL’s outstanding equity.

	·	disruption to our operations or the operations of our suppliers, through the effects of business and facilities closures, worker sickness and COVID-19 related inability to work, social, economic, political or labor instability in affected areas, transportation delays, difficulty in enrolling patients, travel restrictions and changes in operating procedures, including for additional cleaning and safety protocols;

	·	increased volatility or significant disruption of global financial markets due in part to any future COVID-19 outbreak, which could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all and impede our ability to comply with debt covenants; and

	·	the further spread of COVID-19, and the requirements to take action to mitigate the spread of any future COVID-19 outbreak (e.g., hygiene requirements or social distancing or other measures), will impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business, results of operations, cash flows and financial condition.

	·	investors’ perception of, and demand for, our securities;

	·	conditions of the U.S. and other capital markets in which we may seek to raise funds; and

	·	our future results of operations, financial condition and cash flow.

	·	recruiting and retaining qualified, multi-lingual employees, including customer support personnel;

	·	increased competition from similar local businesses and potential preferences by local populations for local providers;

	·	compliance with applicable foreign laws and regulations, including different liability standards and regulations;

	·	providing solutions in different languages for different cultures;

	·	credit risk and higher levels of payment fraud;

	·	compliance with anti-bribery laws;

	·	currency exchange rate fluctuations;

	·	foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

	·	political and economic instability in some countries;

	·	double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and

	·	higher costs of doing business in other international countries.

	·	changes in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our stock;

	·	fluctuations in stock market prices and volumes, particularly among securities of smaller reporting companies;

	·	fluctuations in related commodities prices; and

	·	additions or departures of key personnel.

	·	quarterly variations in our results of operations or those of our competitors;

	·	delays in end-user deployments of products;

	·	fluctuations in related commodities prices;

	·	announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

	·	intellectual property infringements;

	·	our ability to develop and market new and enhanced products on a timely basis;

	·	commencement of, or our involvement in, litigation;

	·	major changes in our Board or management;

	·	changes in governmental regulations;

	·	changes in earnings estimates or recommendations by securities analysts;

	·	the impact of any future COVID-19 outbreak or similar epidemic on capital markets;

	·	our failure to generate material revenues;

	·	our public disclosure of the terms of this financing and any financing which we consummate in the future;

	·	any acquisitions we may consummate;

	·	short selling activities;

	·	changes in market valuations of similar companies;

	·	changes in our capital structure, such as future issuances of securities or the incurrence of debt;

	·	changes in the prices of commodities associated with our business; and

	·	general economic conditions and slow or negative growth of end markets.

	·	On February 12, 2025, a holder exercised Class A warrants to purchase 300,000 shares of common stock, resulting in the issuance of 200,000 shares of our common stock upon a cashless exercise.

	·	On May 8, 2025, a holder exercised Class A warrants to purchase 180,000 shares of common stock, resulting in the issuance of 120,000 shares of our common stock upon a cashless exercise.

	·	On October 22, 2025, a holder exercised IPO warrants to purchase 6,058 shares of common stock, resulting in the issuance of 6,058 shares of our common stock.

	·	On November 10, 2025, a holder exercised IPO warrants to purchase 20 shares of common stock, resulting in the issuance of 20 shares of our common stock.

	·	On December 23, 2025, a holder converted an aggregate of $50,537.50 of principal and accrued interest into 60,013 shares of our common stock.

Cash and cash equivalents	$	2,173
Accounts receivable		17,544
Prepaid expenses and other assets		605
Property and equipment, net		286,351
Intangible assets, net		81,521
Goodwill		496,010
Other non-current assets		4,613
Accrued expenses and other liabilities		(19,817	)
Due to related parties		(294,305	)
Net assets value	$	574,695

	For the years ended December 31,
	2025			2024
	$			$
Net sales		2,597,349			4,890,187
Cost of sales		(2,585,917	)		(4,826,633	)
Operating expenses		(226,547	)		(257,785	)
Other income		2			21
Net loss from discontinued operations before income taxes		(215,113	)		(194,210	)
Income tax expenses		–			(2,495	)
Net loss from discontinued operations, net of tax		(215,113	)		(196,705	)

	$	207,109
Prepaid expense and other receivables		815,067
Property and equipment, net		59,841
Accrued expense and other liabilities		(416,695	)
Long-term secured other borrowing		(37,025	)
Net assets value	$	628,297

Cash and bank balance	$	206,663
Other receivables		163,814
Advance to supplier		6,691
Investment		27,284
Other payables and accrued liabilities		(755	)
Net assets value	$	403,697

Cash and cash equivalents	$	186,155
Accounts receivable		4,594
Prepaid expenses and other assets, net		13,901
Investment		27,802
Goodwill		230,015
Other payables and accrued liabilities		(70	)
Net assets value	$	462,397

	·	Level 1: Quoted prices in active markets for identical assets or liabilities.
	·	Level 2: Observable inputs other than Level 1, either directly or indirectly.
	·	Level 3: Unobservable inputs, used when observable inputs are not available.

·	Step 1: Identify the contract (s) with a customer
·	Step 2: Identify the performance obligations in the contract
·	Step 3: Determine the transaction price
·	Step 4: Allocate the transaction price to the performance obligation in the contract
·	Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

	For the years ended December 31,
	2025			2024

Net sales	$	11,030,595		$	12,122,945
Cost of sales		(10,869,350	)		(11,852,238	)
Gross profit		161,245			270,707

Operating expenses
Impairment of goodwill		–			(2,510,875	)
General and administrative expenses		(2,555,769	)		(2,448,797	)
Share based compensation		(59,854	)		(60,831	)
Total operating expenses		(2,615,623	)		(5,020,503	)

Other (expenses) income, net
Other income		196,685			690,702
Net loss before income taxes		(2,257,693	)		(4,059,094	)

Income tax expenses		(251,972	)		(234,576	)
Net loss from continuing operations		(2,509,665	)		(4,293,670	)

Net loss from discontinued operations
Loss on disposal		(155,263	)		–
Loss from discontinued operations		(215,113	)		(196,705	)
Net (loss) gain from discontinued operations		(370,376	)		(196,705	)

Net loss		(2,880,041	)		(4,490,375	)
Less: Preferred dividend		(123,014	)		(16,000	)
Less: Net income attributable to non-controlling interests		43,023			39,342
Net loss attributable to Nocera Shareholders	$	(2,960,032	)	$	(4,467,033	)

Other Comprehensive loss
Net loss		(2,880,041	)		(4,490,375	)
Foreign currency translation income (loss)		(66,901	)		74,888
Total comprehensive loss		(2,946,942	)		(4,415,487	)

Less: Net loss attributable to non-controlling interest		43,023			39,342
Less: Foreign currency translation loss attributable to non-controlling interest		(2,589	)		4,549
Comprehensive loss attributable to Nocera Shareholders	$	(2,906,508	)	$	(4,371,596	)

Loss per share – basic and diluted	$	(0.2069	)	$	(0.3371	)
Net loss per share from continuing operations – basic and diluted	$	(0. 1810	)	$	(0.3223	)
Net loss per share from discontinued operations – basic and diluted	$	(0. 0259	)	$	(0.0148	)

Weighted Average Shares Outstanding - Basic and Diluted		14,306,487			13,249,705

	·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

	·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and

	·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

	·	we do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404;

	·	there is insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of GAAP; and

	·	inadequate segregation of duties.

	·	Investing in IT systems to enhance our operational and financial reporting and internal controls.

	·	Enhancing the organizational structure to support financial reporting processes and internal controls.

	·	Providing guidance, education and training to employees relating to our accounting policies and procedures.

	·	Further developing and documenting detailed policies and procedures regarding business processes for significant accounts, critical accounting policies and critical accounting estimates.

	·	Establishing effective general controls over IT systems to ensure that information produced can be relied upon by process level controls is relevant and reliable.

Name	Age	Position	Director Since
Andy Ching-An Jin	44	Chief Executive Officer (Principal Executive Officer) Director	July 31, 2023
Shun-Chih (“Jimmy”) Chuang	36	Chief Financial Officer (Principal Financial and Accounting Officer)	–
Feng-Hua (“Howard”) Chen	62	Chief Operating Officer	January 4, 2024
Sean Filson	43	Director	October 16, 2024
Hui-Ying Zhuang	53	Director	December 19, 2019
Yiwen Zhang	57	Director	October 27, 2023
Song-Yuan Teng	37	Director	October 27, 2023

	·	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our annual disclosure report;

	·	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

	·	discussing with management major risk assessment and risk management policies;

	·	monitoring the independence of the independent auditor;

	·	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

	·	reviewing and approving all related-party transactions;

	·	inquiring and discussing with management our compliance with applicable laws and regulations;

	·	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

	·	appointing or replacing the independent auditor;

	·	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

	·	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

	·	approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

	·	reviews, approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

	·	administers our equity compensation plans;

	·	reviews and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and

	·	establishes and reviews general policies relating to compensation and benefits of our employees.

	·	identifying, reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;

	·	evaluating director performance on our Board and applicable committees of our Board and determining whether continued service on our Board is appropriate;

	·	evaluating nominations by stockholders of candidates for election to our Board; and

	·	corporate governance matters.

	·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time;

	·	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	·	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	·	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	·	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and Address of Beneficial Owner ⁽¹⁾	Title	Beneficially owned			Percentage of Outstanding Shares of Common Stock ⁽²⁾
Officers and Directors
Andy Chin-An Jin	Chief Executive Officer		840,000			5.7	%
Shun-Chih (“Jimmy”) Chuang	Chief Financial Officer		315,001	(3)		2.2	%
Feng-Hua (“Howard”) Chen	Chief Operating Officer		–			–
Song-Yuan Teng	Director		600,000			4.1	%
Officers and Directors as a Group (total of 7 persons)			1,755,001			12	%

5% Stockholders
Yin-Chieh Cheng Estate			4,586,083	(4)		31.9	%

(1)	Unless otherwise indicated, the principal address of the named officers and directors c/o Nocera, Inc., 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan.
(2)	Based on 15,300,113 shares of common stock issued and outstanding as of March 31, 2026. Any shares of common stock not outstanding which are issuable upon the exercise or conversion of other securities held by a person within the next 60 days are considered to be outstanding when computing such person’s ownership percentage of common stock but are not when computing anyone else’s ownership percentage.
(3)	Includes 125,000 shares of common stock issuable upon the exercise of Class A Warrants at a price of $0.75 per share until April 23, 2026.
(4)	Mr. Cheng was our former Chief Executive Officer, former President, former Chairman of the Board, and former director. The address of his estate is 15F., No. 464, Sec 3, Jiayuan Rd., Shulin Dist., New Taipei City 238665, Taiwan (R.O.C.).