Nocera (NCRA) FY2025 10-K Risk Factors: 6 New, 14 Dropped

What the changes say

Nocera adopted a Bitcoin treasury strategy, introducing volatility and regulatory risks.
Operating losses increased to $2.67 million in 2025.
Material weaknesses were identified in internal controls.

What changed since the prior 10-K

New

NewRisks Related to Our Business
Our business may be materially adversely affected by any future coronavirus (COVID-19) outbreak or similar global epidemic
Future coronavirus outbreaks or similar epidemics could disrupt operations, supply chains, and travel.
NewRisks 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
Allocating corporate funds to Bitcoin exposes the company to significant price volatility and potential financial losses.
NewRisks Related to Our Bitcoin Treasury Strategy
Accounting, tax and regulatory developments relating to digital assets could adversely affect us
Evolving accounting standards and regulations for digital assets could increase compliance costs or restrict Bitcoin transactions.
NewRisks Related to Our Bitcoin Treasury Strategy
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
Theft, hacking, or loss of private keys could lead to a total loss of Bitcoin holdings.
NewRisks Related to our Securities
The notice has no immediate effect on the listing or trading of our common stock, which continues to trade on The Nasdaq Capital Market under the symbol “NCRA.” We are evaluating our options to regain compliance; however, there can be no assurance that we will be able to do so or otherwise maintain our Nasdaq listing
Material weaknesses in internal controls over financial reporting could harm investor confidence and the stock price.
NewRisks Related to our Securities
Securities class action litigation is often instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs to us and divert our management’s attention and resources
Stock price volatility and market fluctuations could lead to costly securities class action litigation.

Dropped

DroppedRisks Related to Our Business
We rely on our executive officers
DroppedRisks Related to Our Business
We may have inadvertently violated Section 13(k) of the Exchange Act (implementing Section 402 of the Sarbanes-Oxley Act of 2002) and may be subject to sanctions as a result
DroppedRisks Related to Our Business
We are highly susceptible to changes in market demand for the types of seafood for which our recirculating aquaculture systems are used
DroppedRisks Related to Our Business
A portion of our revenues are derived from a single product, eel and therefore we are highly susceptible to changes in market demand, which may be affected by factors over which we have limited or no control
DroppedRisks Related to Our Business
There are risks associated with outsourced production that may result in a decrease in our profit
DroppedRisks Related to Our Business
We may produce products of inferior quality which would cause us to lose customers
DroppedRegulatory Risks
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong, because of positions taken by PRC authorities in such jurisdictions
DroppedRegulatory Risks
Our contractual arrangements may not be as effective in providing operational control as direct ownership and our VIE shareholders may fail to perform their obligations under our contractual arrangements
DroppedRegulatory Risks
We may lose the ability to use, or otherwise benefit from licenses and assets held by one of our VIEs, which could render us unable to conduct some or all of our business operations and constrain our growth
Reliance on CEO Andy Jin and key personnel.
DroppedRegulatory Risks
Evolving U.S. trade regulations and policies with China may in the future have a material and adverse effect on our business, financial condition and results of operations
DroppedRisks Related to our Securities
Our common stock has been listed on Nasdaq under the alternative initial listing standard which could suppress the trading price of our securities and the liquidity of your investment
Potential inadvertent violations of Section 13(k) regarding executive loans.
DroppedRisks Related to our Securities
Shares of our common stock may continue to be subject to illiquidity because our shares may continue to be thinly traded and may never become eligible for trading on a national securities exchange
DroppedRisks Related to our Securities
Additionally, the global economy and financial markets may be adversely affected by geopolitical events, including Russia’s invasion of Ukraine and the conflicts in the Middle East
DroppedRisks Related to our Securities
The inability to use Form S-3 for securities offerings could adversely affect our ability to access capital in the markets and may hinder our growth strategies by limiting our funding options
Susceptibility to market demand for recirculating aquaculture systems.

Reworded

99% rewrittenRisks Related to our Securities
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
Updated to reflect smaller reporting company status and explicitly state the absence of research coverage from major brokerage firms.
Was: Because we initially became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms
84% rewrittenRegulatory Risks
Our business, including our costs and supply chain, is subject to risks associated with manufacturing
Retained substantially similar text regarding manufacturing and raw material supply chain disruptions.
71% rewrittenRisks 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
Retained substantially similar text regarding Nasdaq continued listing requirements.
56% rewrittenRisks Related to 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
Named CEO Andy Chin-An Jin specifically and added dependence on non-management employees alongside management personnel.
Was: We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed
53% rewrittenRisks Related to Our Business
There is substantial doubt of our ability to continue as a going concern
Updated operating loss figures to $2,669,493, accumulated deficit to $26,188,471, and working capital to $7,583,695 for fiscal year 2025.
33% rewrittenRisks Related to Our Business
We may not generate the same level of revenues from general construction projects
Updated 2025 revenue figures to $13.63 million, named five specific top customers representing 81.8% of revenue, and updated references from variable interest entities to VIE.
22% rewrittenRisks Related to our Securities
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
Added the impact of any future COVID-19 outbreak or similar epidemic on capital markets as a stock volatility factor.

All 49 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

01There is substantial doubt of our ability to continue as a going concern53% rewritten
02Our business may be materially adversely affected by any future coronavirus (COVID-19) outbreak or similar global epidemicNew
03We 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
04If we fail to raise capital when needed it will have a material adverse effect on our business, financial condition and results of operations
05Our failure to successfully market our brands could result in adverse financial consequences
06We may not generate the same level of revenues from general construction projects33% rewritten
07There is no assurance that we will be profitable
08We may not have the ability to manage our growth
09We will need additional financing in order to grow our business
10We 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 harmed56% rewritten
11Future acquisitions may have an adverse effect on our ability to manage our business
12The 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
13We have limited insurance coverage
14Competitors and potential competitors may develop services, products and technologies that make ours obsolete or garner greater market share than ours
15If our technologies or products are stolen, misappropriated, or reverse engineered, others could use the technologies to produce competing technologies or products
16We are subject to certain risks by virtue of our international operations
17Natural disasters or other catastrophic events could harm our operations
18The primary substantial portion of our revenues will be derived from Taiwan
19Currency 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
20We may be subject to product liability claims if people or properties are harmed by the services sold by us
21Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets
22We 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

23Our Bitcoin treasury strategy exposes us to significant volatility in the price of Bitcoin, which could materially adversely affect our financial condition and results of operationsNew
24Accounting, tax and regulatory developments relating to digital assets could adversely affect usNew
25We 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 operationsNew

Regulatory Risks

26We must comply with the Foreign Corrupt Practices Act while many of our competitors do not
27Future 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
28Relations between the PRC and Taiwan could negatively affect our business and financial status and therefore the market value of your investment
29A 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
30Our business, including our costs and supply chain, is subject to risks associated with manufacturing84% rewritten
31Geopolitical conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results
32We currently maintain operations in Taiwan, and may in the future expand, or seek to expand, our operations to additional foreign jurisdictions
33We 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

34We may not be able to satisfy the continued listing requirements of Nasdaq to maintain a listing of our common stock71% rewritten
35The notice has no immediate effect on the listing or trading of our common stock, which continues to trade on The Nasdaq Capital Market under the symbol “NCRA.” We are evaluating our options to regain compliance; however, there can be no assurance that we will be able to do so or otherwise maintain our Nasdaq listingNew
36We have a large number of authorized but unissued shares of our common stock which will dilute your ownership position when issued
37Sales 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
38An active, liquid, and orderly market for our common stock may not develop
39We may issue preferred stock in different series with terms that could dilute the voting power or reduce the value of our common stock
40The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly
41The trading prices of our common stock could be volatile and could decline following this offering at a time when you want to sell your holdings22% rewritten
42Securities class action litigation is often instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs to us and divert our management’s attention and resourcesNew
43Future sales or perceived sales of our common stock could depress the trading prices of our common stock
44Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock
45We 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
46Because 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 firms99% rewritten
47We 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
48The 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
49If 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

Other Nocera 10-Ks

FY2024 10-K risk factors
57 risks
Nocera faces substantial going concern doubt with operating losses of $2,393,803 in 2024 and an accumulated deficit of $21,238,881. Approximately 98% of revenues depend on a single product, eel, and five customers generated 81.8% of 2024 revenue. Operations are heavily concentrated in Taiwan, exposing the company to geopolitical tensions with mainland China.
Filed May 06, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.