NOCERA, INC.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
NCRA$1.43+4.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001683168-26-003932
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001683168-26-005992
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 43 previous paragraphs and 59 current paragraphs.
31 unchanged; 12 reworded; 12 added; 0 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Recent Developments
Current report
Strategic Advisory Agreement
Current report
On May 18, 2026, the Company entered into the Advisory Agreement with Phoenix, pursuant to which Phoenix provides non-exclusive strategic advisory and execution support services to the Company. The initial term is 90 days, subject to extension by mutual written agreement. Either party may terminate the agreement upon 15 days' written notice following an uncured material breach by the other party.
Current report
Under the Advisory Agreement, the Company is obligated to pay Phoenix an initial retainer of $150,000 for the first 30 days, followed by $50,000 per month thereafter, plus $50,000 of restricted common stock per quarter, valued based on the five-day volume-weighted average price prior to issuance. During the three and six months ended June 30, 2026, the Company incurred $150,000 of cash advisory fees and issued 0 shares of restricted common stock. As of June 30, 2026, the Company's remaining minimum unconditional cash commitment under the Advisory Agreement was approximately $10,000.
Current report
In addition, the Company has agreed to pay Phoenix a transaction fee equal to 5% of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix introduces, structures, or materially advances, payable 50% in cash and 50% in common stock. No such transaction fee had been earned or was payable as of June 30, 2026, as no qualifying transaction had been introduced or consummated during the period.
Current report
Equity Purchase Facility Agreement
Current report
On May 22, 2026, the Company entered into an equity purchase facility agreement, or an EPFA, providing the Company the right, but not the obligation, to sell up to $100 million of common stock to an institutional investor over a 24-month period, subject to customary conditions, ownership limitations, and an exchange cap described in Note 12 to the condensed consolidated financial statements. As of June 30, 2026, the Company had not issued any shares or received any proceeds under the EPFA.
Current report
Reverse Stock Split
Current report
On June 25, 2026, the Company's Board of Directors approved the Reverse Stock Split, pursuant to stockholder authorization obtained at the Company's annual meeting held on January 12, 2026. The Reverse Stock Split became effective on July 6, 2026, at which time every 30 shares of common stock issued and outstanding were automatically combined into one share, without any change in par value. Immediately prior to the Reverse Stock Split, the Company had 46,806,289 shares of common stock issued and outstanding, which were reduced to 1,560,210 shares. No fractional shares were issued; holders otherwise entitled to a fractional share received a cash payment in lieu thereof. Proportionate adjustments were made to the exercise prices and number of shares issuable under all outstanding stock options, warrants, and restricted stock units, as well as shares reserved under the Company's equity incentive plans. The Reverse Stock Split was undertaken to enable the Company to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
Current report
Letter of Intent with INERGX Energy Optimisation Ltd.
Current report
On July 6, 2026, the Company entered into its LOI with INERGX, regarding the Proposed Transaction. The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure, with consideration consisting of a combination of cash and shares of the Company's common stock in proportions to be determined in definitive documentation. Valuation assumptions under the LOI remain preliminary and subject to the Company's due diligence review, and no purchase price or other economic term will be final unless and until set forth in a definitive agreement. Consummation of the Proposed Transaction remains subject to, among other things, completion of due diligence, negotiation and execution of a definitive acquisition agreement, and receipt of any required board, regulatory, third-party, and stockholder approvals. The LOI does not obligate either party to consummate the Proposed Transaction and terminates upon the earliest of execution of a definitive agreement, mutual written agreement, 30 days' prior written notice by either party, or the 90th day following the date of the LOI. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated on the terms described herein or at all. Because the LOI does not obligate the parties to consummate the transaction and its economic terms remain preliminary, the Company has not recognized any financial statement impact related to the LOI as of the date these financial statements were available to be issued.
Current report
*Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.
Reworded paragraphs (12)
Previous wording
The following table sets forth the consolidated statements of operations of the Company for the three months ended March 31, 2026 and 2025.
Current wording
The following table sets forth the consolidated statements of operations of the Company for the three and six months ended June 30, 2026 and 2025.
Previous wording
Comparison of Results of Operations for the three months ended March 31, 2026 and 2025
Current wording
Comparison of Results of Operations for the three months and six months ended June 30, 2026 and 2025
Previous wording
Revenue for the three months ended March 31, 2026 was approximately 2.3 million, compared to approximately $4.5 million for the three months ended March 31, 2025. The decrease in revenue was primarily attributable to a decline in revenue generated from the Company’s fish trading business.
Current wording
Revenue for the three months ended June 30, 2026 and 2025 was approximately $2.1 million and $3.9 million, respectively. The decrease in revenue was primarily attributable to a decline in revenue generated from the Company’s fish trading business.
Previous wording
Gross profit for the three months ended March 31, 2026 was approximately $42 thousand, compared to approximately $51 thousand for the three months ended March 31, 2025. The decrease in gross profit was primarily attributable to the disposal of SY Culture in the Company’s e-commerce business during the second quarter of 2025.
Current wording
Gross profit for the three months ended June 30, 2026 and 2025 was approximately $17 thousand and $32 thousand, respectively. The decrease in gross profit was primarily attributable to the disposal of SY Culture in the Company’s e-commerce business during the second quarter of 2025.
Previous wording
General and administrative expenses for the three months ended March 31, 2026 were approximately $559 thousand, compared to approximately $334 thousand for the three months ended March 31, 2025. The increase was primarily attributable to costs of wages and reimbursements fees generated from employees.
Current wording
General and administrative expenses for the three months ended June 30, 2026 and 2025 were approximately $1,193 thousand and $236 thousand, respectively. The increase was primarily attributable to costs of wages and reimbursements fees generated from employees.
Previous wording
Other expense for the three months ended March 31, 2026 was approximately $697 thousand, compared to other income approximately $25.8 thousand for the three months ended March 31, 2025. The decrease was primarily attributable to loss of investment of Tachyonext and Bitcoin and a non-cash loss related to the fair value measurement of warrant liabilities.
Current wording
Other expense for the three months ended June 30, 2026 was approximately $366 thousand and other income $17 thousand, respectively. The decrease was primarily attributable to loss of investment of Tachyonext and Bitcoin and a non-cash loss related to the fair value measurement of warrant liabilities.
Previous wording
Net cash used in operating activities was approximately $583 thousand for the three months ended March 31, 2026. This was primarily attributable to a net loss of approximately $879 thousand, adjusted for non-cash items or non-operating activity, including a loss of approximately $148 thousand from equity method investments, depreciation expense of approximately $3.6 thousand, and issuance costs and accrued interest related to convertible notes of approximately $179 thousand.
Current wording
Net cash used in operating activities was approximately $1,760 thousand for the six months ended June 30, 2026. This was primarily attributable to a net loss of approximately $2.8 million, adjusted for non-cash items or non-operating activity, including a loss of approximately $622 thousand from unrealized losses on digital assets, and interest expense from convertible note of approximately $326 thousand.
Previous wording
Net cash used in operating activities was approximately $113 thousand for the three months ended March 31, 2025. This primarily reflected a net loss of approximately $257 thousand, adjusted for non-cash items or non-operating activity, including prepaid expense of approximately $51 thousand, a loss of approximately $8.4 thousand from the fair value remeasurement of IPO warrants, and depreciation expense of approximately $34 thousand.
Current wording
Net cash used in operating activities was approximately $308 thousand for the six months ended June 30, 2025. This primarily reflected a net loss of approximately $760 thousand, adjusted for non-cash items or non-operating activity, including depreciation expense of approximately $200 thousand, a loss of approximately $87 thousand from the disposal of subsidiary, and income tax payable of approximately $127 thousand.
Previous wording
Net cash used in investing activities was approximately $2,000,000 for the three months ended March 31, 2026, which was primarily attributable to the investment of Bitcoin.
Current wording
Net cash used in investing activities was approximately $1,398 thousand for the six months ended June 30, 2026, which was primarily attributable to the investment of Bitcoin.
Previous wording
Net cash used in investing activities was approximately $429 for the three months ended March 31, 2025, which was primarily attributable to the disposal of financial assets.
Current wording
Net cash used in investing activities was approximately $135 thousand for the six months ended June 30, 2025, which was primarily attributable to the disposal of subsidiary and long-term investment.
Previous wording
Net cash used in financing activities was approximately $2,183 for the three months ended March 31, 2026. This was primarily attributable to proceeds of $2,183 from the payment of lease liabilities.
Current wording
Net cash used in financing activities was approximately $3,817 for the six months ended June 30, 2026. This was primarily attributable to the payment of lease liabilities.
Previous wording
Net cash provided by financing activities was $150 thousand for the three months ended March 31, 2025. This was primarily attributable to proceeds of approximately $150 thousand from the issuance of common stock to repay of service payment.
Current wording
Net cash provided by financing activities was $238 thousand for the six months ended June 30, 2025. This was primarily attributable to proceeds of approximately $240 thousand from the issuance of common stock to converted Class A warrant.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Revenue for the six months ended June 30, 2026 and 2025 was approximately $4.4 million and $8.5 million, respectively. The decrease in revenue was primarily attributable to a decline in revenue generated from the Company’s fish trading business.
Current report — wording carried from elsewhere
Gross profit for the six months ended June 30, 2026 and 2025 was approximately $59 thousand and $83 thousand, respectively. The decrease in gross profit was primarily attributable to the disposal of SY Culture in the Company’s e-commerce business during the second quarter of 2025.
Current report — wording carried from elsewhere
General and administrative expenses for the six months ended June 30, 2026 and 2025 were approximately $1,812 thousand and $569 thousand, respectively. The increase was primarily attributable to costs of wages and reimbursements fees generated from employees.
Current report — wording carried from elsewhere
Other expense for the six months ended June 30, 2026 was approximately $1,063 thousand and other income $42 thousand, respectively. The decrease was primarily attributable to loss of investment of Tachyonext and Bitcoin and a non-cash loss related to the fair value measurement of warrant liabilities.