Nocera, Inc. (NASDAQ:NCRA) closed the first tranche of an $8 million convertible note facility on November 20, 2025, as part of a broader $300 million program led by a U.S.-based institutional investor. The tranche provides the company with immediate liquidity while preserving flexibility for future capital needs.
The proceeds are earmarked for digital asset initiatives, including token purchases and the acquisition of U.S. dollar‑pegged stablecoins, as well as for advancing the company’s broader acquisition strategy. This marks a strategic pivot from the company’s historical focus on Recirculating Aquaculture Systems (RAS) toward a diversified portfolio that includes blockchain‑enabled financial services.
Nocera’s recent financials underscore the urgency of the funding. In the third quarter of 2025, the company posted a net loss of $1.5 million compared with a $315,000 loss in the same period a year earlier, while sales rose from $1.36 million to $1.60 million. The company also received a Nasdaq compliance notice for a delayed filing of its 2024 annual report, highlighting ongoing regulatory and financial pressures.
The senior secured convertible note carries a 9% annual interest rate, matures on November 3, 2027, and is convertible into common stock at a price determined by a formula that includes a conversion price floor and a cap. These terms give investors upside potential while allowing Nocera to manage debt levels and maintain control over equity dilution.
CEO Andy Jin emphasized the company’s new direction, stating, “We are entering a new era in corporate funding, where traditional finance meets the transformative potential of decentralized finance.” The announcement signals Nocera’s commitment to building a digital asset treasury strategy and pursuing acquisitions that can accelerate growth beyond its legacy aquaculture operations.
The $8 million tranche strengthens Nocera’s balance sheet, providing the capital needed to execute its digital asset and acquisition plans while addressing short‑term liquidity needs. However, the company’s recent losses and regulatory notice suggest that the financing will be closely watched as it seeks to demonstrate sustainable profitability in its evolving business model.
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