$NCRA

NOCERA, INC.

CIK:0001756180|SEC Filings

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Income Statement [Abstract]

Net sales

$ 2,139,564

$ 3,026,690

$ 4,417,348

$ 6,019,966

Cost of sales

(2,121,566)

(2,996,642)

(4,357,370)

(5,942,597)

Gross profit

17,998

30,048

59,978

77,369

Operating expenses

General and administrative expenses

(591,629)

(178,742)

(1,210,691)

(460,651)

Share based compensation

(601,090)

Total operating expenses

(1,192,719)

(178,742)

(1,811,781)

(460,651)

Loss from operations

(1,174,721)

(148,694)

(1,751,803)

(383,282)

Other (expenses) income, net

(366,587)

16,577

(1,063,246)

42,220

Net Loss before income taxes

(1,541,308)

(132,117)

(2,815,049)

(341,062)

Income tax expense

(140,561)

Net loss from continuing operations

(1,541,308)

(272,678)

(2,815,049)

(481,623)

Net loss from discontinued operations

Loss on disposal

Loss from discontinued operations

(54,684)

(102,688)

Net (loss) gain from discontinued operations

(54,684)

(102,688)

Net loss

(1,541,308)

(327,362)

(2,815,049)

(584,311)

Preferred stock dividends

(70,126)

Less: Net loss attributable to non-controlling interests

(10,937)

20,537

Net loss attributable to the Nocera Shareholders

(1,541,308)

(316,425)

(2,885,175)

(563,774)

Comprehensive loss

Net loss

(1,541,308)

(327,362)

(2,815,049)

(584,311)

Foreign currency translation income (loss)

2,561

48,463

3,940

45,872

Total comprehensive loss

(1,538,747)

(278,899)

(2,811,109)

(538,439)

Less: Net loss attributable to non-controlling interest

(10,937)

(20,537)

Less: Foreign currency translation loss gain attributable to non-controlling interest

3,443

3,020

Comprehensive loss attributable to the Nocera Shareholders

$ (1,538,747)

$ (271,405)

$ (2,811,109)

$ (520,922)

Basic

^[1]

$ (0.9879)

$ (0.6607)

$ (1.8492)

$ (1.1772)

Loss per share - diluted

^[1]

(0.9879)

(0.6607)

(1.8492)

(1.1772)

Net loss per share from continuing operations - basic

(0.9879)

(0.5465)

(1.8492)

(0.9628)

Net loss per share from continuing operations - diluted

(0.9879)

(0.5465)

(1.8492)

(0.9628)

Net loss per share from discontinued operations - basic

(0.1142)

(0.2144)

Net loss per share from discontinued operations - diluted

$ (0.1142)

$ 0

$ (0.2144)

Weighted average number of common shares outstanding*

Basic

^[1]

1,560,210

478,918

1,560,210

478,918

Diluted

^[1]

1,560,210

478,918

1,560,210

478,918

[1]	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. The 2025 share and per-share amounts are as restated. See Note 21.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net loss	$ (2,815,049)	$ (584,311)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expenses	7,261	199,344
Amortization	0	8,152
Unrealized losses on digital assets	622,426	45,700
Share of profit of associates	139,717	0
Loss on disposal of SY Media	0	(87,603)
Gain on fair value change of financial assets held for trading	0	(3)
Non-cash interest expenses arisen from convertible note	326,263	0
Non-cash interest expenses on Lease liability	118	302
Share-based compensation expense	601,090	(0)
Changes in operating assets and liabilities:
Accounts receivable, net	0	35,043
Inventories	0	(20,774)
Advance to suppliers	0	6,672
Prepaid expenses and other assets, net	2,180	64,037
Other non-current assets	0	949
Accounts payable	0	0
Advanced from customers	0	(29,418)
Other payables and accrued liabilities	7,405	(105,540)
Income tax payable	(24,643)	127,355
Subtract non-cash gain on warrant liabilities	(25,859)	31,005
Advance receipts	(134)	445
Net cash used in operating activities	(1,159,225)	(308,645)
Cash flows from investing activities:
Proceeds from sale of property and equipment	0	0
Proceeds from disposal of financial assets at FVTPL	0	213
Disposal of subsidiary	0	363,845
Acquisition of associate	0	(500,000)
Purchases of digital assets	(2,000,000)	0
Net cash (used in) provided by investing activities	(2,000,000)	(135,942)
Cash flows from financing activities:
Proceeds from issuance of common stock	0	240,000
Proceeds from secured other borrowing	0	(2,316)
Payment of lease liabilities	(3,817)	0
Net cash (used in) provided by financing activities	(3,817)	237,684
Net effect of exchange rate changes on cash and cash equivalents	3,159	(127,128)
Net (decrease)/increase in cash and cash equivalents	(3,159,883)	(334,031)
Cash and cash equivalents at beginning of period	7,952,180	484,161
Cash and cash equivalents at end of period	$ 4,792,297	$ 150,130

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current assets
Cash and cash equivalents	$ 4,792,297	$ 7,952,180
Accounts receivable	0	0
Advance to suppliers	1,732	1,732
Prepaid expenses and other current assets	312,500	315,430
Financial assets at fair value through profit or loss	0	0
Total current assets	5,106,529	8,269,342
Equity method investments	784,435	924,152
Property and equipment, net	881,090	882,783
Right-of-use assets	30,436	34,942
Digital assets	1,377,574	0
Total assets	8,180,064	10,111,219
Current liabilities
Income tax payable	312,293	336,936
Accrued expenses and other liabilities	126,729	121,961
Dividend payable	70,312	177,326
Due to related parties	24,902	23,565
Financial lease liabilities - current	7,832	7,398
Warrant liability	0	25,859
Total current liabilities	542,068	693,045
Financial Liability at FVTPL	2,188,158	7,205,666
Lease liability	14,808	18,243
Total liabilities	2,745,034	7,916,954
Commitments and contingencies (Note 19)
Mezzanine Equity
Total mezzanine equity	0	2,635,000
Equity
Common stock ($0.001 par value; authorized 200,000,000 shares; 1,560,210 shares and 481,121 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026; see Note 21)	1,560	481
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 June 30, 2026 and December 31, 2025)	80	80
Additional paid-in capital	34,150,832	25,465,037
Statutory and other reserves	191,219	191,219
Accumulated losses	(29,003,520)	(26,188,471)
Accumulated other comprehensive income	94,859	90,919
Total Nocera, Inc.’s stockholders’ equity	5,435,030	(440,735)
Non-controlling interests	0	0
Total equity	5,435,030	(440,735)
Total liabilities, mezzanine equity, and equity	8,180,064	10,111,219
Series B Preferred Stock [Member]
Mezzanine Equity
Total mezzanine equity	$ 0	$ 2,635,000