The unresolved ~$1.37M note obligation and negative equity position create acute near-term liquidity risk. Monitor for a definitive resolution of the default, any additional equity or debt financing, and the outcome of Nasdaq's continued listing review. The non-binding LOI with INERGX is preliminary and provides no near-term catalyst.
Price Chart
Executive Summary
Nocera, Inc. filed Amendment No. 1 to its Q2 2026 Form 10-Q, restating 2025 comparative financials to reclassify the catering segment as discontinued operations, correct preferred stock dividends, and update loss-per-share disclosures. The amendment also adds disclosure of a July 27, 2026 default notice on its senior secured convertible note, where the collateral agent applied ~$4.66M of collateral against outstanding obligations, with ~$1.37M still asserted as due. Revenue fell 26.6% YoY to $4.4M for H1 2026, net loss widened to $2.8M from $584K, and the company disclosed substantial doubt about its ability to continue as a going concern, with Nasdaq delisting risk from negative stockholders' equity.
Key Facts
- Revenue declined 26.6% YoY to $4.4M for H1 2026 (from $6.0M in H1 2025).
- Net loss widened to $2.8M for H1 2026 from $584K in H1 2025.
- Accumulated deficit reached $29.0M as of June 30, 2026.
- Cash and cash equivalents fell to $4.8M from $8.0M at year-end 2025.
- On July 27, 2026, the company received a notice of default on its senior secured convertible note; collateral of ~$4.66M was applied, with ~$1.37M still asserted as outstanding.
- Stockholders' equity was negative ($440,735) as of Dec 31, 2025, triggering a Nasdaq deficiency notice for minimum equity requirement.
- The company disclosed substantial doubt about its ability to continue as a going concern.
- A 1-for-30 reverse stock split was effected on July 6, 2026 to regain Nasdaq bid price compliance.
- The company entered a non-binding LOI to acquire up to 9.99% of INERGX Energy Optimisation Ltd, with no definitive agreement.
- Material weaknesses in internal controls over financial reporting remain unremediated.
Financial Impact
Revenue decline of ~$1.6M (26.6%) YoY; net loss increase of ~$2.2M (381.8%) YoY; cash burn of ~$3.2M in H1 2026; $4.66M collateral applied to note default; ~$1.37M remaining obligation unresolved.
Risk Factors
- Nasdaq delisting if stockholders' equity deficiency is not cured.
- Default on senior secured convertible note could trigger acceleration or further collateral seizure.
- Going-concern risk with insufficient committed financing for the $30-50M transformation plan.
- Potential shareholder dilution from the $100M EPFA or equity-based acquisitions.
- Material weaknesses in internal controls increase risk of further restatements.
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-Q/A Filing (Primary) | 0001683168-26-007582 |
| Document: nocera_ex3102.htm | 0001683168-26-007582 |
| Document: nocera_ex3101.htm | 0001683168-26-007582 |
| Document: nocera_ex3202.htm | 0001683168-26-007582 |
| Document: nocera_ex3201.htm | 0001683168-26-007582 |
| Document: 0001683168-26-007582-index-headers.html | 0001683168-26-007582 |
| Document: 0001683168-26-007582-index.html | 0001683168-26-007582 |
| Document: 0001683168-26-007582.txt | 0001683168-26-007582 |
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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