TAIPEI, TW / ACCESS Newswire / November 20, 2025 / Nocera, Inc. (NASDAQ:NCRA) ("Nocera" or the "Company"), an industry-agnostic, acquisition-focused company, today announced that it closed on the first tranche of funding in the aggregate principal amount of USD $8,000,000. As previously announced, the company secured a convertible note facility of up to $300 million, led by a U.S.-based institutional investor. ...

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ___________ COMMISSION FILE NO.: 001-41434 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 16-1626611 (State or o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ___________ NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 16-1626611 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ___________ COMMISSION FILE NO.: 001-41434 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 16-1626611 (State or other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______ COMMISSION FILE NO. 001-41434 NOCERA, INC. (Exact name of registrant as specified in charter) (State or other jurisdiction of incorporati ...

| --- | --- | |--------------------------------------------------|-------| | | | | Nocera, Inc. to Present at the 150th National | | | Investment Banking Association Conference Slated | | | for September 4-5 in Ft. Lauderdale, Fl. | | August 28, 2024 8:00 AM EDT | Source: National Investment Banking Association Taipei, Taiwan--(Newsfile Corp. - August 28, 2024) - Nocera, Inc. (NASDAQ: NCRA) ("Nocera" or the "Company"), a fully integrated sustainable seafood company focusing on manufacturing and operating la ...

Business Expansion and Acquisitions - As of September 30, 2021, the company launched its first RAS demo site in Taiwan and is promoting RASs while seeking cooperation with the local solar energy industry[101] - The company plans to sell over 5,000 tanks in the next five years, with production facilities to be established in Taiwan for sales into the Americas and European countries[106] - The company completed the acquisition of 229 acres of land in Montgomery County, Alabama, intending to build RASs for fish farming by the end of 2024[107] - On September 7, 2022, the company purchased an 80% controlling interest in Meixin Institutional Food Development Co., Ltd. for $4,300,000, gaining control and management of Meixin[101] - The company entered into a Variable Interest Entity Purchase Agreement with Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd., exchanging 1,800,000 shares for a 100% controlling interest[104] - The company plans to expand fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment and build a catfish farm in the U.S.[107] - The company has ceased all operations in China and moved its technology and back-office operations to Taiwan, focusing on becoming a global leader in land-based aquaculture[99] Financial Performance - Revenue for the three months ended June 30, 2024, was $6,753,112, a 26.8% increase from $5,327,181 in the same period of 2023[177] - Gross profit for the three months ended June 30, 2024, was $45,787, up 23.1% from $37,235 in the comparable period in 2023[178] - General and administrative expenses decreased to $308,795 for the three months ended June 30, 2024, from $368,667 in the same period of 2023, a reduction of 16.2%[179] - Other income for the three months ended June 30, 2024, was $16,136, compared to an expense of $880 in the same period of 2023[180] - Income tax expense for the six months ended June 30, 2024, was $122,380, compared to $0 in the same period of 2023[181] - Net loss attributable to the company for the three months ended June 30, 2024, was $354,278, compared to a loss of $331,374 in the same period of 2023[176] - Comprehensive loss attributable to the company for the six months ended June 30, 2024, was $596,762, compared to a loss of $1,291,494 in the same period of 2023[176] - Revenue for the six months ended June 30, 2024, was $11,652,992, a 27.2% increase from $9,165,044 in the same period of 2023[177] - Gross profit for the six months ended June 30, 2024, was $129,748, up 22.5% from $105,891 in the comparable period in 2023[178] - The foreign currency translation gain for the six months ended June 30, 2024, was $244,941[177] - Net loss attributable to the Company for the three months ended June 30, 2024 was $354,278, compared to a net loss of $311,374 for the same period in 2023, indicating a worsening of approximately 13.8%[183] - For the six months ended June 30, 2024, the net loss attributable to the Company was $840,698, a significant improvement from a net loss of $1,299,022 in the comparable period in 2023, reflecting a decrease of approximately 35.3%[183] Cash Flow and Financial Position - Cash and cash equivalents as of June 30, 2024, were $586,424, down from $1,116,183 in 2023, representing a decrease of approximately 47.4%[143] - Net cash used in operating activities for the six months ended June 30, 2024 was $658,042, compared to $649,888 for the same period in 2023, showing a slight increase of approximately 1.8%[186] - The Company had a cash balance of $586,424 as of June 30, 2024, with stockholders' equity amounting to $803,618, indicating a stable financial position[184] - Net cash provided by investing activities was $212,007 for the six months ended June 30, 2024, a recovery from a net cash outflow of $1,057,870 in the same period in 2023[188] - The Company plans to build land-based fish farming demo sites in Taiwan, the U.S., and Brazil, which will require additional capital for construction, marketing, and operations[189] - The Company is focused on growing its existing product offerings and customer base to increase revenues, while also controlling cash expenses as a percentage of expected revenue[184] - Future business demands may lead to cash utilization at levels greater than recently experienced, indicating potential liquidity challenges[184] - The Company may need to raise additional capital in the future, but there is no assurance that it will be able to do so on acceptable terms[184] Accounting and Financial Reporting - Accounts receivable are stated at the original amount less an allowance for doubtful accounts, which is assessed based on various factors including aging and economic trends[144] - Inventories are valued at the lower of cost or net realizable value, with costs determined using the weighted average method[147] - Property and equipment are recorded at cost less accumulated depreciation, with depreciation calculated using the straight-line method over estimated useful lives[148] - Goodwill is tested for impairment annually, with the last assessment date being October 1st, and is recognized when the estimated fair value of a reporting unit is less than its carrying amount[153] - Share-based compensation is measured based on the grant date fair value, utilizing the Black-Scholes pricing model, which incorporates various subjective assumptions[155] - The company recognizes an impairment loss for long-lived assets when the carrying amount exceeds the estimated undiscounted future cash flows expected from the assets[159] - Financial assets are classified into categories such as FVTPL, FVTOCI, and amortized cost, with specific measurement criteria for each category[129] - The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit losses, reflecting the credit risk since initial recognition[135] - The company applies ASC Topic 820 for fair value measurements, establishing a hierarchy based on observable and unobservable inputs[139] - The acquisition method of accounting requires the Company to make estimates and assumptions regarding fair values, which could materially impact its results of operations and financial position[191] Operational Challenges - The company’s operations are significantly impacted by geopolitical conditions, trade disputes, and inflation, which may affect profit margins and operational stability[110] - The company is actively working to resolve complexities related to the Zhe Jiang Acquisition and will file a Current Report on Form 8-K upon consummation[103]

Business Expansion and Operations - As of September 30, 2021, the company launched its first RAS demo site in Taiwan and is currently promoting RASs while seeking cooperation with the local solar energy industry[124]. - The company plans to sell over 5,000 tanks in the next five years, with production facilities to be established in Taiwan and sales targeted at the Americas and European countries[129]. - The company intends to expand fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment and build a catfish farm in the U.S. by the end of 2024[130]. - On September 7, 2022, the company acquired an 80% controlling interest in Meixin Institutional Food Development Co., Ltd. for $4,300,000[125]. - The company completed the acquisition of 229 acres of land in Montgomery County, Alabama, for building RASs for fish farming[130]. - The company has ceased all operations in China and moved its technology and back-office operations to Taiwan as of October 2020[121]. - The company is targeting Taiwan government-supported solar fish farms and plans to expand its sales and marketing model through online marketing and data intelligence[128]. - The company aims to enhance market penetration through the establishment of its own fish farms and diversify revenue streams through various sales channels[130]. - The company is poised to grow its existing operations in Taiwan and expand into North and South America[122]. - The company plans to build land-based fish farming demo sites in multiple countries, requiring additional capital for construction, marketing, and operations[220]. Financial Performance - Revenue for the three months ended March 31, 2024, was $4,899,880, an increase of 27.7% compared to $3,837,863 for the same period in 2023[204]. - Gross profit for the three months ended March 31, 2024, was $83,961, up from $68,656 in the comparable period, reflecting a significant increase in gross profit margin due to enhanced fish trading and e-commerce live-stream sales[206]. - General and administrative expenses decreased to $451,465 for the three months ended March 31, 2024, compared to $1,059,337 for the same period in 2023, primarily due to reduced legal and consulting fees[207]. - Net loss attributable to the company for the three months ended March 31, 2024, was $486,420, a decrease from a net loss of $987,648 in the comparable period, indicating improved financial performance[209]. - The company reported a foreign currency translation gain of $57,307 for the three months ended March 31, 2024[205]. Cash Flow and Capital Management - Cash and cash equivalents as of March 31, 2024, were $961,777, down from $1,460,504 in 2023, representing a decrease of approximately 34.2%[166]. - Net cash used in operating activities for the quarter ended March 31, 2024, was $460,993, compared to $364,370 for the same period in 2023[216]. - The cash balance as of March 31, 2024, was $461,515, with management believing this will be sufficient to meet working capital requirements for at least one year[211]. - The company had net cash provided by investing activities of $201,863 for the three months ended March 31, 2024, contrasting with a net cash used of $1,058,821 in the same period of 2023[216]. - Net cash used in financing activities amounted to $60,678 for Q1 2024, up from $41,137 in Q1 2023, primarily due to bank loan repayments[219]. - Shareholders are committed to providing additional financing for capital raising efforts, although success in raising this capital is not guaranteed[220]. Accounting and Financial Reporting - The company recognizes impairment losses for long-lived assets when the carrying amount exceeds the estimated undiscounted future cash flows expected from the assets[186]. - The company applies ASC Topic 820 for fair value measurements, which includes a hierarchy of valuation techniques based on observable and unobservable inputs[161][162]. - Goodwill is tested for impairment annually, with any impairment charge recognized only when the estimated fair value of a reporting unit is less than its carrying amount[178]. - The company has early adopted ASU 2014-09 for revenue recognition, which requires revenue to reflect the transfer of promised goods or services to customers[188]. - Financial assets are classified into categories such as FVTPL, FVTOCI, and amortized cost, with specific measurement requirements for each category[152]. - The loss allowance for expected credit loss is recognized for financial assets at amortized cost and investments in debt instruments measured at FVTOCI[156]. - The company derecognizes financial assets when contractual rights to cash flows expire or when it transfers the asset along with substantial risks and rewards[159]. - The company uses the Black-Scholes pricing model to value share-based compensation, incorporating estimates of volatility and other factors[182]. - The company accounts for business acquisitions under ASC 805, measuring acquisition costs based on fair values of transferred assets and assumed liabilities[222]. - Estimates and assumptions regarding fair values of acquired assets may impact future financial results, including potential impairment charges[223]. - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures[225].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ___________ COMMISSION FILE NO. 001-41434 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 16-1626611 (State or other juris ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ___________ COMMISSION FILE NO.: 001-41434 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 16-1626611 (State or o ...