This is a structurally bearish event for a micro-cap. The floating-price equity line creates persistent selling pressure whenever the company draws on it—the investor shorts against the box or hedges, and the discount pricing means every draw is accretive to the investor's short book. Watch for the first Advance Notice, which will validate the facility and likely trigger a sharp selloff. Monitor also the stockholder vote to increase authorized shares to 2B—if passed, the dilution ceiling vanishes entirely. Short sellers may target NCRA given the extreme asymmetry between the $100M facility and the $4M market cap.
Price Chart
Executive Summary
Nocera, Inc. (NCRA) entered into an Equity Purchase Facility Agreement (EPFA) to sell up to $100M in newly issued common stock to an institutional investor over 24 months via a variable-rate pricing mechanism with discounts of 5-7% to market. The company also amended an existing convertible note SPA to broaden use of proceeds. For a $4M market cap company, this represents extreme potential dilution—the $100M facility is 25x the market cap. Even though the facility is at-the-company's option, the deeply discounted floating-price structure creates standing overhang and signals acute capital needs.
Key Financial Metrics
Key Facts
- Equity Purchase Facility Agreement (EPFA) for up to $100M in common stock over 24 months, with no mandatory minimum draws and no non-usage fee.
- Pricing at 93-95% of the lower of the lowest trade or lowest hourly VWAP during the pricing period (5-7% discount to market).
- Investor ownership capped at 4.99% (can increase to 9.99% with 61 days' notice); Exchange Cap of 19.99% unless stockholder approval obtained.
- Company must seek stockholder approval for an increase in authorized shares to 2.0 billion (from currently 200 million authorized, 19.9M outstanding).
- Registration Rights Agreement requires filing a resale registration statement within 45 days and effectiveness within 90 days.
- First Amendment to existing SPA (Oct 2025) allows use of proceeds from additional closings for general corporate purposes, not just crypto acquisition.
- Market cap is ~$4M; the $100M facility is 25x the company's entire market capitalization.
- Existing convertible notes, warrants, and options already represent ~26.8M shares of overhang on 19.9M shares outstanding.
Financial Impact
Up to $100M in potential dilution on a $4M market cap, representing potential issuance of many multiples of current shares outstanding at deep discounts to market prices
Risk Factors
- Immediate and severe dilution risk—$100M facility is 25x current market cap
- Variable-rate pricing structure (5-7% discount to lowest VWAP) incentivizes short-selling by the investor
- Standing overhang will suppress any rally; company has full discretion to draw at any time for 24 months
- Company must seek 2 billion authorized shares—a 10x increase—to fully utilize the facility, indicating massive future dilution
- Pre-existing convertible note overhang (26.8M shares reserved) compounds the dilution story
- Micro-cap ($4M) with Nasdaq listing is vulnerable to delisting if stock price falls below $1 (trigger price for Advance Notices)
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001683168-26-004286 |
| Document: nocera_ex1002.htm | 0001683168-26-004286 |
| Document: nocera_8k.htm | 0001683168-26-004286 |
| Document: nocera_ex1003.htm | 0001683168-26-004286 |
| Document: 0001683168-26-004286-index-headers.html | 0001683168-26-004286 |
| Document: 0001683168-26-004286-index.html | 0001683168-26-004286 |
| Document: 0001683168-26-004286.txt | 0001683168-26-004286 |
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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