Overview
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- TickerNCRA on Nasdaq1
- IndustryAgricultural Prod-Livestock & Animal Specialties1
- HeadquartersMontgomery, Alabama1
- Incorporated inNV2
- Business address620 Seibles Road, Montgomery, Al 361162
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
- Legal formCorporation
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Food Development Co. a Taiwan corporation, but we sold our interest in the VIE at the end of 2025 and have discontinued this segment.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Business segments
Fish Trading brought in 80% of the revenue NOCERA, INC. broke down this way in fiscal 2025.
Business segments by year
| Business segments | 2024 | 2025 |
|---|---|---|
| Fish Trading | $11.8M | $10.9M |
| Catering | $4.9M | $2.6M |
| eCommerce | $345.0K | $160.0K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue98¢$10.9M
- Income tax2¢$252.0K
Out of $11.0M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net sales | $11.0M | $12.1M |
| Cost of sales | -$10.9M | -$11.9M |
| Gross profit | $161.2K | $270.7K |
| Impairment of goodwill | $0 | -$2.5M |
| General and administrative expenses | -$2.6M | -$2.4M |
| Share based compensation | -$59.9K | -$60.8K |
| Total operating expenses | -$2.6M | -$5.0M |
| Other income | $196.7K | $690.7K |
| Net loss before income taxes | -$2.3M | -$4.1M |
| Income tax expense | -$252.0K | -$234.6K |
| Net loss from continuing operations | -$2.5M | -$4.3M |
| Loss on disposal | -$155.3K | $0 |
| Loss from discontinued operations | -$215.1K | -$196.7K |
| Net (loss) gain from discontinued operations | -$370.4K | -$196.7K |
| Net loss | -$2.9M | -$4.5M |
| Less: Preferred dividend | -$123.0K | -$16.0K |
| Less: Net income attributable to non-controlling interests | $43.0K | $39.3K |
| Net loss attributable to Nocera Shareholders | -$3.0M | -$4.5M |
| Foreign currency translation income | $69.5K | $74.9K |
| Total comprehensive loss | -$2.8M | -$4.4M |
| Less: Net loss attributable to non-controlling interest | $43.0K | $39.3K |
| Less: Foreign currency translation loss attributable to non-controlling interest | -$2.6K | $4.5K |
| Comprehensive loss attributable to Nocera Shareholders | -$2.8M | -$4.4M |
| Loss per share- basic | -$6.15 | -$9.54 |
| Loss per share- diluted | -$6.15 | -$9.54 |
| Net loss per share from continuing operations - basic | -$5 | -$9 |
| Net loss per share from continuing operations - diluted | -$5 | -$9 |
| Net (loss) income per share from discontinued operations - basic | -$1 | -$0 |
| Net (loss) income per share from discontinued operations - diluted | -$1 | -$0 |
| Weighted average shares outstanding - basic | 481.1K shares | 468.3K shares |
| Weighted average shares outstanding - diluted | 481.1K shares | 468.3K shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $8.0M | $484.2K | |
| Accounts receivable | $0 | $41.9K | |
| Prepaid expenses and other current assets | $317.2K | $154.3K | |
| Financial assets at fair value through profit or loss | $0 | $210 | |
| Total current assets | $8.3M | $680.6K | |
| Equity method investments | $924.2K | $27.2K | |
| Property and equipment, net | $882.8K | $1.3M | |
| Right-of-use assets | $34.9K | $43.5K | |
| Intangible asset, net | $0 | $97.8K | |
| Goodwill | $0 | $726.0K | |
| Other non-current assets | $0 | $7.2K | |
| Total assets | $10.1M | $2.9M | |
| Income tax payable | $336.9K | $135.8K | |
| Accrued expenses and other liabilities | $122.0K | $448.3K | |
| Dividend payable | $177.3K | $54.3K | |
| Due to related parties | $23.6K | $27.1K | |
| Financial lease liabilities - current | $7.4K | $6.7K | |
| Warrant liability | $25.9K | $76.8K | |
| Total current liabilities | $693.0K | $749.1K | |
| Financial Liability at FVTPL | $7.2M | $0 | |
| Lease liability | $18.2K | $24.4K | |
| Total liabilities | $7.9M | $773.5K | |
| Total mezzanine equity | $2.6M | $0 | |
| Common stock ( 481,121 shares and 468,251 shares issued and outstanding as of December 31, 2025 and 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026) | $481 | $468 | |
| Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of December 31, 2025 and 2024) | $80 | $80 | |
| Additional paid-in capital | $25.5M | $25.2M | |
| Statutory and other reserves | $191.2K | $191.2K | |
| Accumulated losses | -$26.2M | -$23.3M | |
| Accumulated other comprehensive income | $90.9K | $24.0K | |
| Total Nocera, Inc.s stockholders equity | -$440.7K | $2.1M | |
| Non-controlling interests | $0 | $40.4K | |
| Total equity | -$440.7K | $2.1M | $3.4M |
| Total liabilities, mezzanine equity, and equity | $10.1M | $2.9M | |
| Common stock, shares issued | 481.1K shares | 468.3K shares | |
| Common stock, shares outstanding | 481.1K shares | 468.3K shares | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $8.0M | $484.2K | |
| Accounts receivable | $0 | $41.9K | |
| Prepaid expenses and other current assets | $317.2K | $154.3K | |
| Financial assets at fair value through profit or loss | $0 | $210 | |
| Total current assets | $8.3M | $680.6K | |
| Equity method investments | $924.2K | $27.2K | |
| Property and equipment, net | $882.8K | $1.3M | |
| Right-of-use assets | $34.9K | $43.5K | |
| Intangible asset, net | $0 | $97.8K | |
| Goodwill | $0 | $726.0K | |
| Other non-current assets | $0 | $7.2K | |
| Total assets | $10.1M | $2.9M | |
| Income tax payable | $336.9K | $135.8K | |
| Accrued expenses and other liabilities | $122.0K | $448.3K | |
| Dividend payable | $177.3K | $54.3K | |
| Due to related parties | $23.6K | $27.1K | |
| Financial lease liabilities - current | $7.4K | $6.7K | |
| Warrant liability | $25.9K | $76.8K | |
| Total current liabilities | $693.0K | $749.1K | |
| Financial Liability at FVTPL | $7.2M | $0 | |
| Lease liability | $18.2K | $24.4K | |
| Total liabilities | $7.9M | $773.5K | |
| Total mezzanine equity | $2.6M | $0 | |
| Common stock ( 481,121 shares and 468,251 shares issued and outstanding as of December 31, 2025 and 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026) | $481 | $468 | |
| Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of December 31, 2025 and 2024) | $80 | $80 | |
| Additional paid-in capital | $25.5M | $25.2M | |
| Statutory and other reserves | $191.2K | $191.2K | |
| Accumulated losses | -$26.2M | -$23.3M | |
| Accumulated other comprehensive income | $90.9K | $24.0K | |
| Total Nocera, Inc.s stockholders equity | -$440.7K | $2.1M | |
| Non-controlling interests | $0 | $40.4K | |
| Total equity | -$440.7K | $2.1M | $3.4M |
| Total liabilities, mezzanine equity, and equity | $10.1M | $2.9M | |
| Common stock, shares issued | 481.1K shares | 468.3K shares | |
| Common stock, shares outstanding | 481.1K shares | 468.3K shares | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares |
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$2.9M | -$4.5M |
| Impairment of goodwill | $0 | $2.5M |
| Written off of property and equipment | $0 | $23.0K |
| Gain on fair value change of financial liabilities at FVTPL | -$144.3K | $0 |
| Depreciation expenses | $210.5K | $134.3K |
| Amortization | $16.3K | $16.3K |
| Gain on disposal of SY Media | -$87.6K | $0 |
| Loss on disposal of Meixin | $155.3K | $0 |
| Share of (profit)/loss of associates | -$24.2K | $0 |
| Gain on fair value change of financial assets held for trading | -$3 | -$4.3K |
| Share-based compensation | $59.9K | $60.8K |
| Non-cash interest expenses arisen from convertible note | $115.8K | $0 |
| Accounts receivable, net | $23.0K | $128.4K |
| Inventories | $0 | $88.5K |
| Advance to suppliers | $6.7K | $0 |
| Prepaid expenses and other assets, net | $125.7K | -$94.9K |
| Other non-current assets | $2.7K | $68 |
| Dividend payables | $123.0K | $16.0K |
| Advanced from customers | -$74.1K | $0 |
| Other payables and accrued liabilities | -$361.5K | $202.0K |
| Income tax payable | $201.2K | $133.9K |
| Subtract non-cash gain on warrant liabilities | -$50.2K | -$797.3K |
| Advance receipts | $270 | $0 |
| Net cash (used in) provided by operating activities | -$2.6M | -$2.1M |
| Purchase of property and equipment | $0 | $0 |
| Purchase of financial assets at FVTPL | $0 | -$206 |
| Proceeds from disposal of financial assets at FVTPL | $213 | $213.0K |
| Net proceeds from disposal of subsidiary | $781.7K | $0 |
| Equity method investments | -$900.0K | $0 |
| Payment for acquisition of right-of-use assets | $0 | -$15.3K |
| Net cash (used in) provided by investing activities | -$118.1K | $197.4K |
| Proceeds from issuance of common stock | $251.7K | $1.6M |
| Proceeds from issuance of preferred stock | $2.6M | $0 |
| Proceeds from issuance of convertible notes | $7.3M | $0 |
| Payment of lease liabilities | -$6.4K | -$4.8K |
| Payment for secured other borrowings | -$516 | -$478.4K |
| Net cash provided by financing activities | $10.2M | $1.1M |
| Net effect of exchange rate changes on cash and cash equivalents | $7.9K | $28.4K |
| Net increase/(decrease) in cash and cash equivalents | $7.5M | -$745.4K |
No quarter-by-quarter statement was filed.
What it owns
What NOCERA, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Accumulated depreciation | $7.0K4 Dec 31, 2025 | $388.2K4 Dec 31, 2024 | −98.2% |
| Property and equipment, net | $882.8K4 Dec 31, 2025 | $1.3M4 Dec 31, 2024 | −33.4% |
| Finance-lease assets | $34.9K4 Dec 31, 2025 | $43.5K4 Dec 31, 2024 | −19.6% |
| Operating-lease assets (leased space) | $34.9K13 Dec 31, 2025 | $43.5K13 Dec 31, 2024 | −19.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $8.0M4 Dec 31, 2025 | $484.2K4 Dec 31, 2024 | +1542.5% |
| Stakes in other companies (equity method) | $924.2K4 Dec 31, 2025 | $27.2K4 Dec 31, 2024 | +3296.9% |
| Long-term investments | $27.2K9 Dec 31, 2024 | $09 Dec 31, 2023 |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $04 Dec 31, 2025 | $726.0K4 Dec 31, 2024 | −100.0% |
| Intangible assets, net (excluding goodwill) | $04 Dec 31, 2025 | $97.8K4 Dec 31, 2024 | −100.0% |
| Finite-lived intangibles, gross | $04 Dec 31, 2025 | $135.3K4 Dec 31, 2024 | −100.0% |
| Accumulated amortization | $04 Dec 31, 2025 | $37.5K4 Dec 31, 2024 | −100.0% |
| Finite-lived intangibles, net | $04 Dec 31, 2025 | $97.8K4 Dec 31, 2024 | −100.0% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $09 Dec 31, 2024 | $88.4K9 Dec 31, 2023 | −100.0% |
| Raw materials | $09 Dec 31, 2024 | $88.4K9 Dec 31, 2023 | −100.0% |
Properties, in its own words
Our headquarter is located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.). The office is rented by Taiwan Grand Smooth Enterprise Co., Ltd., a company 100% controlled by the estate of Yin-Chieh Cheng, our late President, Chief Executive Officer, and Chairman of the Board. Mr. Cheng’s estate sub-leases this space to us free of charge.
As of December 31, 2025, we own 229 contiguous acres of land located in Montgomery County, Alabama. We intend to build RASs on the land for fish farming. The property includes a house, a manufactured home and a building site with sewer and power which we intend to develop into an office and dormitory for our future employees.
Item 2 of the 10-K filed Apr 15, 2026.3
Leadership
Who has led NOCERA, INC., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chair
Chief financial officer
20202025
- Chief executive officerSong-Yuan Teng Apr 13, 2026 to now14
- Chief executive officerAndy Ching-An Jin Aug 14, 2023 to Apr 13, 202615
- Chief executive officerYin-Chieh Cheng Jun 1, 2020 to Jun 8, 202316
- Chief executive officerKuan-Yin Cheng Jan 31, 2019 to Jan 31, 201917
- ChairYin-Chieh Cheng Jan 31, 2019 to Jan 31, 201918
- PresidentYin-Chieh Cheng Jun 1, 2020 to Jun 8, 202316
- PresidentKuan-Yin Cheng Jan 31, 2019 to Jan 31, 201917
- Chief financial officerShun-Chih Chuang Jan 26, 2024 to now19
- Chief financial officerYin-Chieh Cheng Jan 31, 2019 to Jan 31, 201918
Board members and other officers (7)
- Corporate SecretaryErik S. Nelson Feb 7, 2019 to Feb 7, 201920
- Board memberSean Andrew Filson Apr 13, 2026 to now21
- Board memberSong-Yuan Teng Apr 13, 2026 to now14
- Board memberYi Wen Zhang Apr 13, 2026 to now22
- Board memberAndy Ching-An Jin Aug 14, 2023 to now15
- Board memberYin-Chieh Cheng Jun 1, 2020 to Jun 8, 202316
- Board memberErik S. Nelson Feb 7, 2019 to Feb 7, 201920
Named in SEC Form D filings
People the company listed in its private-offering notices.
Timeline
- Sep 23, 20268-K Entered a material agreement; Other events24
- Aug 19, 20268-K Entered a material agreement; Executive or director change25
- Aug 17, 20268-K Earlier financial statements no longer reliable26
- Aug 13, 20268-K Completed an acquisition or sale; Listing notice or transfer27
- Jul 31, 20268-K Entered a material agreement; Debt or obligation accelerated; Regulation FD disclosure28
- Jul 8, 20268-K Entered a material agreement; Bylaws or fiscal year changed; Other events29
- May 26, 20268-K Entered a material agreement; Unregistered sale of shares30
- May 21, 20268-K Unregistered sale of shares; Other events31
- Apr 20, 20268-K Listing notice or transfer32
- Apr 13, 2026New chief executive Song-Yuan Teng becomes CEO14
- Feb 3, 20268-K Listing notice or transfer; Change of auditor; Executive or director change33
- Jan 27, 20268-K Other events34
- Jan 14, 20268-K Shareholder vote35
- Aug 14, 2023New chief executive Andy Ching-An Jin becomes CEO15
- Jun 1, 2020New chief executive Yin-Chieh Cheng becomes CEO16
- Jan 31, 2019New chief executive Kuan-Yin Cheng becomes CEO17
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/202636
When it reported results
- Mar 30, 2022Reported quarterly or annual results37
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
202 filings to the SEC since October 2021: 13 annual reports, 23 quarterly reports, 56 major events, 28 insider forms, 1 private raises, 81 other. The latest 20:
- Oct 13, 2026PRE 14A FORM PRE14A EDGAR
- Oct 2, 202610-Q/A FORM 10-Q FOR JUN 2026, AMENDMENT 1 EDGAR
- Sep 23, 20268-K EDGAR
- Sep 9, 20264/A EDGAR
- Aug 28, 202610-K/A FORM 10-K FOR DEC 2025 AMENDMENT 2 EDGAR
- Aug 28, 202610-Q/A AMENDED Q FOR MARCH 2026 EDGAR
- Aug 20, 20264 EDGAR
- Aug 19, 20264 EDGAR
- Aug 19, 20264 EDGAR
- Aug 19, 20268-K CURRENT REPORT EDGAR
- Aug 17, 20268-K CURRENT REPORT EDGAR
- Aug 13, 20268-K EDGAR
- Aug 5, 202610-Q FORM 10-Q FOR JUN 2026 EDGAR
- Jul 31, 20268-K CURRENT REPORT EDGAR
- Jul 31, 20264 EDGAR
- Jul 31, 20264 EDGAR
- Jul 8, 2026S-3 EDGAR
- Jul 8, 20268-K CURRENT REPORT EDGAR
- Jul 1, 20264 PRIMARY DOCUMENT EDGAR
- Jun 29, 20264 PRIMARY DOCUMENT EDGAR
The 202 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
9 open-market trades by officers, directors and large owners since October 2021: 5 buys and 4 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 30, 2026 | HRT FINANCIAL LP10% owner | Sale | 199,781 | $0.10 | $20.0K | Form 4 |
| Jun 29, 2026 | HRT FINANCIAL LP10% owner | Buy | 117,565 | $0.10 | $11.8K | Form 4 |
| Jun 26, 2026 | HRT FINANCIAL LP10% owner | Sale | 95,466 | $0.10 | $9.5K | Form 4 |
| Jun 25, 2026 | HRT FINANCIAL LP10% owner | Buy | 137,430 | $0.09 | $12.4K | Form 4 |
| Jun 24, 2026 | HRT FINANCIAL LP10% owner | Sale | 80,661 | $0.10 | $8.1K | Form 4 |
| Jun 23, 2026 | HRT FINANCIAL LP10% owner | Sale | 12,188 | $0.11 | $1.3K | Form 4 |
| Jun 7, 2023 | CHENG YIN-CHIEHCEO, President & Director | Buy | 23,000 | $1.59 | $36.6K | Form 4 |
| Jun 6, 2023 | CHENG YIN-CHIEHCEO, President & Director | Buy | 20,000 | $1.58 | $31.6K | Form 4 |
| Mar 10, 2023 | CHENG YIN-CHIEHCEO, President & Director | Buy | 45,000 | $1.00 | $45.0K | Form 4 |
From Forms 4 filed with the SEC.
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Andy Ching-An Jin | 44 | $32.8K | $194.4K38 |
| 2024 | Shun-Chih Chuang | 36 | $72.0K38 | |
| 2024 | Song-Yuan Teng | 37 | $21.0K38 | |
| 2023 | Former Chairman of the BoardFormer President, Former CEO and Former Director | $1.9M38 | ||
| 2023 | Chief Financial Officer | $72.0K38 | ||
| 2023 | Chief Executive Officer | $11.2K | $538 |
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $13.5M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2025 | $13.5M | $13.5M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
SEC filer profile
How NOCERA, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARNOCERA, INC.1
- CIK0001756180
- Employer ID (EIN)16-16266113
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)0200 Agricultural Prod-Livestock & Animal Specialties1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address620 Seibles Road, Montgomery, AL 361161
- Mailing address3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., Montgomery, New Taipei City 221, Taiwan1
- Phone(886) 910-163-3581
- Shares outstanding2,421,612 as of Oct 2, 202611
- Public float$14.4M as of Jun 30, 20253
- AuditorSFAI MALAYSIA PLT, Malaysia PCAOB ID 7167; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceOct 19, 20181
- Filings265 in all: 8-K (68), CORRESP (30), 10-Q (23), 4 (21), UPLOAD (21), 3 (12), 10-K/A (10), 10-Q/A (9)1
All 42 form types
10-K (8), 8-K/A (5), 10-12G/A (4), NT 10-K (4), NT 10-Q (4), D (3), DEF 14A (3), EFFECT (3), S-1/A (3), S-3 (3), 4/A (2), 424B3 (2), DEF 14C (2), PRE 14A (2), PRE 14C (2), S-1 (2), SC 13D (2), 1-A (1), 1-A-W (1), 1-A-W/A (1), 10-12G (1), 144 (1), 424B4 (1), 8-A12B (1), 8-K12G3 (1), ARS (1), CERT (1), DEFR14A (1), DRS (1), DRSLTR (1), RW (1), S-8 (1), SC 13D/A (1), SPDSCL (1)
- Latest filingsAnnual report (10-K) Apr 15, 2026
Quarterly report (10-Q) Aug 5, 2026
Proxy statement (DEF 14A) Nov 24, 2025
Latest 8-K (8-K) Sep 23, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.001 per share | NCRA | Nasdaq |
From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks NOCERA, INC. names in Item 1A of its 10-K filed Apr 15, 2026: 49 risks under these headings, as written.3
- Risks Related to Our Business
- There is substantial doubt of our ability to continue as a going concern.
- Our business may be materially adversely affected by any future coronavirus (COVID-19) outbreak or similar global epidemic.
- We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
- If we fail to raise capital when needed it will have a material adverse effect on our business, financial condition and results of operations.
- Our failure to successfully market our brands could result in adverse financial consequences.
- We may not generate the same level of revenues from general construction projects.
- There is no assurance that we will be profitable.
- We may not have the ability to manage our growth.
- We will need additional financing in order to grow our business.
- We rely on our executive officers and the performance of certain highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed.
- Future acquisitions may have an adverse effect on our ability to manage our business.
The other 38 risks
- The value of seafood which we sell (e.g., eel) is subject to fluctuation which may result in volatility of our results of operations and the value of an investment in us.
- We have limited insurance coverage.
- Competitors and potential competitors may develop services, products and technologies that make ours obsolete or garner greater market share than ours.
- If our technologies or products are stolen, misappropriated, or reverse engineered, others could use the technologies to produce competing technologies or products.
- We are subject to certain risks by virtue of our international operations.
- Natural disasters or other catastrophic events could harm our operations.
- The primary substantial portion of our revenues will be derived from Taiwan.
- Currency fluctuations may adversely affect our business and if the NT dollar were to decline in value, that would reduce our revenue in U.S. dollar terms.
- We may be subject to product liability claims if people or properties are harmed by the services sold by us.
- Risk of litigation.
- Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
- We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation, the loss of such assets would have a severe negative affect on our operations and liquidity.
- Risks Related to Our Bitcoin Treasury Strategy
- Our Bitcoin treasury strategy exposes us to significant volatility in the price of Bitcoin, which could materially adversely affect our financial condition and results of operations.
- Accounting, tax and regulatory developments relating to digital assets could adversely affect us.
- We may be unable to safeguard our Bitcoin holdings, and any compromise, loss, theft or misappropriation of our Bitcoin could materially adversely affect our business, financial condition and results of operations.
- Regulatory Risks
- We must comply with the Foreign Corrupt Practices Act while many of our competitors do not.
- Future laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty for public companies, which may increase legal and financial compliance costs and make some activities more time consuming.
- Relations between the PRC and Taiwan could negatively affect our business and financial status and therefore the market value of your investment.
- A significant disruption in the operations of our suppliers in Taiwan, such as a trade war or political unrest, could materially adversely affect our business, financial condition and results of operations.
- Our business, including our costs and supply chain, is subject to risks associated with manufacturing.
- Geopolitical conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results.
- We continue to expand our international footprint and operations, and we may expand further in the future, which subjects us to a variety of risks and complexities which, if not effectively managed, could negatively affect our business.
- We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
- Risks Related to our Securities
- We may not be able to satisfy the continued listing requirements of Nasdaq to maintain a listing of our common stock.
- We have identified material weaknesses in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.
- We have a large number of authorized but unissued shares of our common stock which will dilute your ownership position when issued.
- Sales of our currently issued and outstanding shares of common stock and shares of common stock underlying warrants may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.
- An active, liquid, and orderly market for our common stock may not develop.
- We may issue preferred stock in different series with terms that could dilute the voting power or reduce the value of our common stock.
- The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly.
- The trading prices of our common stock could be volatile and could decline following this offering at a time when you want to sell your holdings.
- Future sales or perceived sales of our common stock could depress the trading prices of our common stock.
- Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.
- We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.
- Because we initially became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not attract the attention of research analysts at major brokerage firms.
- We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
- The elimination of personal liability against our directors and officers under Nevada law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
Legal proceedings
We are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARNOCERA, INC. filings on SEC EDGAR
- 2SEC EDGARNOCERA, INC. filings on SEC EDGAR
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- 4SEC EDGARNOCERA, INC. 10-K for fiscal 2025
- 5SEC EDGARNOCERA, INC. 10-K for fiscal 2019
- 6SEC EDGARNOCERA, INC. 10-K for fiscal 2020
- 7SEC EDGARNOCERA, INC. 10-K for fiscal 2021
- 8SEC EDGARNOCERA, INC. 10-K for fiscal 2022
- 9SEC EDGARNOCERA, INC. 10-K for fiscal 2023
- 10SEC EDGARNOCERA, INC. 10-Q for fiscal 2026
- 11SEC EDGARNOCERA, INC. 10-Q for fiscal 2026
- 12SEC EDGARNOCERA, INC. 10-K for fiscal 2021
- 13SEC EDGARNOCERA, INC. 10-K/A for fiscal 2025
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- 18SEC EDGARYin-Chieh Cheng, Chair
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- 20SEC EDGARErik S. Nelson, Corporate Secretary
- 21SEC EDGARSean Andrew Filson, Board member
- 22SEC EDGARYi Wen Zhang, Board member
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- 32SEC EDGARListing notice or transfer
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- 34SEC EDGAROther events
- 35SEC EDGARShareholder vote
- 36NasdaqNasdaq calendar
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