This amendment quantifies the restatement impact flagged in the Aug 17 8-K. The company faces existential risks: Nasdaq delisting (negative equity), going-concern uncertainty, and a $100M equity facility that would be massively dilutive if accessed. The Bitcoin treasury strategy adds volatility. Traders should expect continued distress and potential further dilution; the stock is a high-risk short candidate until a credible restructuring or capital infusion materializes.
Price Chart
Executive Summary
Nocera filed Amendment No. 1 to its Q1 2026 10-Q to correct the net loss attributable to shareholders and EPS calculations by properly reflecting a $70,126 preferred stock dividend, and to expand MD&A revenue discussion. This follows a prior 8-K (Item 4.02) announcing that previously issued financials for FY2024, FY2025, and interim 2025 periods can no longer be relied upon due to accounting errors. The company remains in a severe financial position with a $1.27M net loss, negative equity of $1.43M, a Nasdaq noncompliance notice, and a going-concern warning, making this a deeply bearish credibility event for a $4M market cap stock.
Key Facts
- Amendment corrects Q1 2026 net loss attributable to Nocera shareholders to $1,343,867 (from $1,273,741) by adding a $70,126 preferred stock dividend.
- Revenue fell 23.9% YoY to $2.28M from $2.99M; net loss widened to $1.27M from $257K.
- Stockholders' equity was negative $1.43M as of March 31, 2026, triggering a Nasdaq minimum equity deficiency notice on April 17, 2026.
- Company invested $2.0M in Bitcoin during Q1 2026, which subsequently incurred a $394,587 unrealized loss.
- Prior 8-K (Item 4.02) filed Aug 17, 2026 disclosed a restatement involving $1.35M goodwill reduction and $2.6M net sales reduction for FY2025.
- Company entered a $100M equity purchase facility on May 22, 2026, but had not drawn on it as of June 30, 2026.
- A 1-for-30 reverse stock split was effected on July 6, 2026 to address Nasdaq minimum bid price compliance.
Financial Impact
Net loss attributable to Nocera shareholders of $1.34M on $2.28M revenue; negative equity of $1.43M; $2.0M Bitcoin investment with $395K unrealized loss; $8M convertible note with $7.2M fair value liability
Risk Factors
- Nasdaq delisting risk due to negative stockholders' equity
- Going-concern risk with $583K cash burn in Q1 2026
- Massive dilution risk from $100M equity purchase facility and convertible note conversion
- Further restatements or SEC enforcement actions possible
- Bitcoin price volatility could worsen losses
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-Q/A Filing (Primary) | 0001683168-26-006786 |
| Document: 0001683168-26-006786-index.html | 0001683168-26-006786 |
| Document: 0001683168-26-006786.txt | 0001683168-26-006786 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 2, 2026 24d ago | 10-Q/A | $1.64 $1.78 | ▼ −8.54% | ▼ −8.11% | $1.42 (+13.41%) |
Sep 23, 2026 4w ago | Press Release | $1.84 $1.80 | ▼ −2.17% | ▼ −1.50% | $1.42 (−22.83%) |
Sep 23, 2026 4w ago | 8-K | $1.84 $1.80 | ▼ −2.17% | ▼ −1.50% | $1.42 (−22.83%) |
Aug 28, 2026 8w ago | 10-K/A / 10-Q/A | $2.83 $1.75 | ▲ +38.16% | ▲ +38.02% | $1.42 (+49.82%) |
Aug 28, 2026 8w ago | 10-Q/A | $2.83 $1.75 | ▲ +38.16% | ▲ +38.02% | $1.42 (+49.82%) |
Aug 19, 2026 9w ago | 8-K | $1.97 $1.75 | ▲ +11.17% | ▲ +12.28% | $1.42 (+27.92%) |
Aug 17, 2026 10w ago | 8-K | $2.10 $1.74 | ▲ +17.14% | ▲ +16.94% | $1.42 (+32.38%) |
Aug 13, 2026 10w ago | 8-K | $2.31 $1.91 | ▼ −17.32% | ▼ −15.95% | $1.42 (−38.53%) |
Jul 8, 2026 15w ago | 8-K | $1.64 $1.44 | ▼ −12.20% | ▼ −12.06% | $1.42 (−13.41%) |
Jun 16, 2026 18w ago | Press Release | $0.1200 $0.0920 | ▼ −23.33% | ▼ −21.06% | $1.42 (+1083.33%) |
US Market Status
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