This is a severe credibility event for a micro-cap stock. The restatement, going-concern warning, and massive convertible note overhang create a high probability of further dilution and potential Nasdaq delisting. Monitor for any Nasdaq deficiency notices or further SEC enforcement actions.
Price Chart
Executive Summary
Nocera, Inc. filed Amendment No. 2 to its 10-K for FY2025 and an amended 10-Q for Q1 2026, both in response to SEC comments. The 10-K/A restates the FY2024 and FY2025 financial statements, correcting errors in goodwill impairment, revenue recognition, and balance sheet classifications, with cumulative adjustments reducing stockholders' equity by approximately $2.1M as of December 31, 2024. The auditor's report includes a going-concern qualification, citing $2.6M in operating cash burn and $26.2M in accumulated losses, and the company has a $7.2M convertible note liability that poses severe dilution risk for a $4M market cap company.
Key Facts
- FY2025 net sales were $11.03M, down from $12.12M in FY2024 (a 9% decline).
- FY2025 net loss attributable to Nocera shareholders was $2.96M, compared to $4.47M in FY2024.
- The restatement reduced FY2024 stockholders' equity by approximately $2.1M, primarily from goodwill impairment and revenue reclassification.
- The auditor's report includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.
- The company has a $7.2M senior secured convertible note liability (Financial Liability at FVTPL) as of December 31, 2025, convertible into common stock at a price that could be as low as 93% of the lowest VWAP.
- The 10-K/A was filed in response to SEC comments on the prior amendment and the Q1 2026 10-Q.
- The company's accumulated losses reached $26.2M as of December 31, 2025.
- Net cash used in operating activities was $2.58M for FY2025.
- The company's stockholders' equity was negative $440,735 as of December 31, 2025.
Financial Impact
Restatement adjustments reduced FY2024 stockholders' equity by ~$2.1M. The $7.2M convertible note represents a potential dilution of over 100% of current market cap at current prices.
Risk Factors
- Potential Nasdaq delisting due to negative stockholders' equity and going-concern qualification.
- Severe dilution from the $7.2M convertible note, which can be converted at a discount to market price.
- Shareholder litigation risk following the restatement of financial statements.
- Inability to raise additional capital on favorable terms, if at all.
- Further SEC scrutiny or enforcement action.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (NCRA) — Batch item 1 | 0001683168-26-006788 |
| Document: 0001683168-26-006788-index.html | 0001683168-26-006786 |
| Document: 0001683168-26-006788.txt | 0001683168-26-006788 |
| 10-Q/A Filing (NCRA) — Batch item 4 | 0001683168-26-006786 |
| 10-K/A Filing (NCRA) — Batch item 5 | 0001683168-26-006788 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 2, 2026 24d ago | 10-Q/A | $1.64 $1.78 | ▼ −8.54% | ▼ −8.11% | $1.48 (+9.76%) |
Sep 23, 2026 4w ago | Press Release | $1.84 $1.80 | ▼ −2.17% | ▼ −1.50% | $1.48 (−19.57%) |
Sep 23, 2026 4w ago | 8-K | $1.84 $1.80 | ▼ −2.17% | ▼ −1.50% | $1.48 (−19.57%) |
Aug 28, 2026 8w ago | 10-K/A / 10-Q/A | $2.83 $1.75 | ▲ +38.16% | ▲ +38.02% | $1.48 (+47.70%) |
Aug 28, 2026 8w ago | 10-Q/A | $2.83 $1.75 | ▲ +38.16% | ▲ +38.02% | $1.48 (+47.70%) |
Aug 19, 2026 9w ago | 8-K | $1.97 $1.75 | ▲ +11.17% | ▲ +12.28% | $1.48 (+24.87%) |
Aug 17, 2026 10w ago | 8-K | $2.10 $1.74 | ▲ +17.14% | ▲ +16.94% | $1.48 (+29.52%) |
Aug 13, 2026 10w ago | 8-K | $2.31 $1.91 | ▼ −17.32% | ▼ −15.95% | $1.48 (−35.93%) |
Jul 8, 2026 15w ago | 8-K | $1.64 $1.44 | ▼ −12.20% | ▼ −12.06% | $1.48 (−9.76%) |
Jun 16, 2026 19w ago | Press Release | $0.1200 $0.0920 | ▼ −23.33% | ▼ −21.06% | $1.48 (+1133.33%) |
US Market Status
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