The agreement provides capital for advisory services but does not address the company's fundamental revenue or profitability. Monitor for any M&A announcements that would trigger the 5% transaction fee, which could signal a strategic shift. The cash burn rate has increased meaningfully relative to market cap.
Price Chart
Executive Summary
Nocera entered into a 90-day strategic advisory agreement with Phoenix MGMT & Consulting LLC, paying a $150,000 initial retainer, $50,000/month cash, and $50,000/quarter in restricted stock. The consultant also gets a 5% transaction fee on any M&A it introduces. The cash compensation is material for a $3M market cap company, but the agreement is non-exclusive and the consultant is not a registered broker-dealer. No financial results or guidance were provided.
Key Facts
- Entered into Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC on May 18, 2026.
- Initial term is 90 days, renewable by mutual agreement.
- Cash compensation: $150,000 first 30 days, then $50,000/month.
- Equity compensation: $50,000 in restricted stock per quarter.
- Transaction fee: 5% of value of any M&A deal introduced by Phoenix, paid 50% cash / 50% stock.
- Shares issued under Section 4(a)(2) exemption as unregistered securities.
- Consultant is not a registered broker-dealer or investment advisor.
Financial Impact
Cash compensation of $150,000 upfront plus $50,000/month is significant relative to $3M market cap. Quarterly equity grants of $50,000 add further dilution.
Risk Factors
- Cash compensation is large relative to market cap, increasing cash burn risk.
- Quarterly equity grants will dilute existing shareholders.
- Consultant is not a registered broker-dealer, limiting scope of services.
- No performance metrics tied to stock price or trading volume in the agreement.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001683168-26-004203 |
| Document: nocera_8k.htm | 0001683168-26-004203 |
| Document: 0001683168-26-004203-index-headers.html | 0001683168-26-004203 |
| Document: 0001683168-26-004203-index.html | 0001683168-26-004203 |
| Document: 0001683168-26-004203.txt | 0001683168-26-004203 |
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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