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NCRA · 10-K filed August 28, 2026

NCRA earnings analysis

What we found in NCRA's 10-K: the parts that mattered, the offsets in the same document, and what the company said about what comes next.

Our reading of the filing · Free to read, no account needed

Nocera remains a very small, loss-making business dependent on fish trading, with 2025 revenue declining 9.0% to $11.03 million, gross margin of only 1.46% and operating margin of negative 23.7%. E-Commerce profitability improved and the company pursued U.S. and French strategic investments, but fish-trading volume declined, operating cash burn worsened to $2.58 million and the filing was materially restated. Financing temporarily increased cash to $7.95 million, yet substantial going-concern uncertainty, senior convertible debt, Nasdaq equity-compliance issues and the subsequent $2.0 million Bitcoin allocation create significant liquidity and dilution risks.

What stood out

The parts that mattered.

Pulled out of the filing itself, with the figures the company reported.

Diversification Beyond Fish Trading
The company describes operations spanning land-based Recirculating Aquaculture Systems, aquatic-product trading, food products and PRC live-streaming e-commerce. It also made a 35% investment in U.S.-based Tachyonext for $500,000 and committed $400,000 for a 35% interest in France-based Longwool, which closed on January 1, 2026.
Higher Pricing Partly Offset Volume Decline
2025 revenue was $11,030,595 versus $12,122,945 in 2024, while fish trading volume declined from 774 tons to 686 tons and average eel selling price increased from $15.31 to $15.82 per kilogram.
E-Commerce Profitability Improved
E-Commerce remained the strongest operating segment: revenue was $160,025, gross profit was $124,226 and segment operating profit was $73,667 in 2025, compared with a $(737,482) segment operating loss in 2024.
Net Loss Narrowed Year Over Year
The company reduced reported net loss to $2,880,041 in 2025 from $4,490,375 in 2024, and diluted loss per share improved to $(6.1524) from $(9.5398), helped in part by the absence of the $2,510,875 goodwill impairment recorded in 2024.
Liquidity Lifted by Financing
Cash increased to $7,952,180 at December 31, 2025 from $484,161, primarily because financing provided $10,159,751, including $7,280,000 from convertible notes and $2,635,000 from preferred stock issuance.
Portfolio Simplification
The company completed strategic portfolio actions by selling Meixin for $420,000 and disposing of SY Culture for $550,000; Meixin was classified as discontinued operations and SY Culture generated an $87,603 gain on disposal.
What to watch

And the other side of it.

The offsets in the same document — the things a summary that only listed the good news would have left out.

Material Financial Restatement
The filing was amended to restate the 2024 and 2025 financial statements after identifying errors involving goodwill and asset recoverability, balance-sheet classifications and related items. The restatement reduced 2024 total assets by $1,974,499 to $2,908,063 and increased 2024 net loss from $2,393,803 as previously reported to $4,490,375.
Persistent Going-Concern Uncertainty
Auditors and management continue to report substantial doubt about the company’s ability to continue as a going concern within one year. The company had $2,581,539 of operating cash burn in 2025, accumulated losses of $26,188,471 at year-end and stated that no definitive financing agreements had been executed.
Convertible Debt and Dilution Risk
The new senior secured convertible note had a $8,000,000 principal amount, $7,280,000 cash purchase price, 9.0% annual interest rate and $7,205,666 fair-value liability at December 31, 2025. It is secured by a first-priority interest in substantially all assets purchased with the proceeds, is convertible at a variable price based partly on 93% of the lowest 10-day VWAP, and carries an 18.0% default rate.
Nasdaq Listing Compliance Risk
Nasdaq notified the company that its December 31, 2025 stockholders’ equity of $(440,735) was below the $2.5 million minimum equity requirement, and the company also received a February 2, 2026 deficiency notice for the $1.00 minimum bid-price requirement. A 1-for-30 reverse stock split became effective July 6, 2026 to address the bid-price issue.
Bitcoin Treasury Uses Scarce Liquidity
Beginning in January 2026, the company approved and completed $2.0 million of Bitcoin purchases. This allocation uses capital while the company reported $2,581,539 of 2025 operating cash burn and substantial doubt regarding its ability to continue as a going concern.
Customer and Geographic Concentration
Revenue concentration increased among disclosed customers: five customers represented 87.5% of 2025 revenue versus 74.2% in 2024. Geographic exposure was also concentrated, with Taiwan revenue of $5,343,685 and Japan revenue of $5,526,885 out of total revenue of $11,030,595.
The numbers

What they reported.

What the company itself reported, taken out of the document.

What survived to operating profit
Of every $100 of revenue Cost of sales $99 Operating expenses $25 Left as operating profit $-24
Percentages of revenue, taken from the filing. Drawn this way because it holds whatever scale the company reports in.
Earnings per share
$-6.1524
Gross margin
1.46%
Operating margin
-23.7%
Segment
Fish Trading: $10,870,570 revenue, $37,019 gross profit and $(2,468,191) segment operating loss in 2025; 2024 revenue was $11,777,912.
Segment
E-Commerce: $160,025 revenue, $124,226 gross profit and $73,667 segment operating profit in 2025; 2024 revenue was $345,033.
Segment
Catering/Meixin: discontinued on December 31, 2025; revenue was $2,597,349 in 2025 versus $4,890,187 in 2024.
Guidance

What they said about what is next.

No quantitative revenue or EPS guidance was provided. Management described plans to seek additional equity or debt financing, control costs, and expand revenue-generating activities.

How we read the filing overall

The filing reads worse than the one before it.

One reading of one document. It is not advice, and it is not a forecast.
Earlier filings

What came before.

10-Q · August 28, 2026
Nocera's first-quarter revenue fell 23.9% year over year to $2.28 million as Fish Trading volume declined, while the operating loss more than doubled to $577,082 and diluted EPS deteriorated to a $2.6350 loss. Cash flow…
10-Q · May 14, 2026
Nocera, Inc. (NCRA) experienced a substantial decrease in revenue and an increased net loss in Q4 2026 compared to the prior year period, continuing a negative trend seen in previous quarters. Although operating cash…
10-K · April 21, 2026
Nocera, Inc. (NCRA) operates two primary segments — Fish Trading (primarily eels) and E‑Commerce (agent-based, live‑streaming sales) — and provides RAS design/consulting after discontinuing unit production in late 2022.…
10-K · April 15, 2026
Nocera, Inc. (NCRA) reports 2025 net sales of approximately $13.63 million, down from $17.01 million in 2024, while narrowing operating losses to $2,669,493 in 2025 from $4,944,026 in 2024. The company has refocused to…

This is our reading of a public filing, not the filing. Read the original on SEC.gov · Educational only. Nothing here is investment advice.

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