Nocera says prior financials can't be relied on, will restate results

What happened

Nocera, Inc., a Nevada company headquartered in Taiwan that operates in the agricultural products and livestock sector, filed a Form 8-K with the SEC on August 17, 2026, stating that its board of directors concluded that previously issued financial statements should no longer be relied upon.

The non-reliance covers the company's consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2025, as well as unaudited interim statements for the first three quarters of 2025. The company says errors were identified in those statements and a restatement is required.

The company filed the restated financials in an amended annual report (Form 10-K/A) concurrently with the 8-K. The stock fell 6.28% on the day of the filing, closing at $1.79, down from a prior close of $1.91.

Why the restatement

Nocera says the errors were found during preparation of the amended annual report, when management and its independent accounting firm reassessed accounting conclusions and documentation.

The principal adjustments include a reduction in goodwill of about $1.35 million for 2024, reclassification of certain balance sheet items, additional income tax payable of about $110,669, and corrections to lease accounting.

For fiscal 2025, the restatement reduced previously reported net sales by approximately $2.6 million, offset by lower cost of sales and reclassification of certain amounts to discontinued operations. The company says total net loss for 2025 was unchanged.

Nocera also disclosed that it previously identified material weaknesses in internal control over financial reporting, including lack of written documentation, insufficient monitoring and review controls, and inadequate segregation of duties. The company believes these weaknesses contributed to the errors and is implementing remedial measures.

What this means

Form 8-K Item 4.02 is the mechanism a public company uses to formally tell investors that previously issued financial statements can no longer be trusted. It triggers a duty to file restated financials, which Nocera has done in the accompanying 10-K/A.

A non-reliance notice is material because investors and analysts rely on accurate financial statements to value a company. When a restatement involves reduced goodwill, it suggests the company reassessed the value of past acquisitions and found they were worth less than originally recorded.

The restatement does not change the company's total net loss for either year, according to the filing, but it changes the composition of revenue, expenses, and balance sheet items. The filing does not explain why the errors occurred beyond the connection to previously disclosed internal control weaknesses.

The company warns that its remedial measures may not be sufficient to prevent future misstatements. Investors should read the restated financials in the 10-K/A for the full impact.