NCRA NOCERA, INC.
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Executive Summary
Nocera entered into a 90-day strategic advisory agreement with Phoenix MGMT & Consulting LLC, paying a $150,000 initial retainer, $50,000/month cash, and $50,000/quarter in restricted stock. The consultant also gets a 5% transaction fee on any M&A it introduces. The cash compensation is material for a $3M market cap company, but the agreement is non-exclusive and the consultant is not a registered broker-dealer. No financial results or guidance were provided.
Actionable Insight
The agreement provides capital for advisory services but does not address the company's fundamental revenue or profitability. Monitor for any M&A announcements that would trigger the 5% transaction fee, which could signal a strategic shift. The cash burn rate has increased meaningfully relative to market cap.
Key Facts
- Entered into Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC on May 18, 2026.
- Initial term is 90 days, renewable by mutual agreement.
- Cash compensation: $150,000 first 30 days, then $50,000/month.
- Equity compensation: $50,000 in restricted stock per quarter.
- Transaction fee: 5% of value of any M&A deal introduced by Phoenix, paid 50% cash / 50% stock.
- Shares issued under Section 4(a)(2) exemption as unregistered securities.
- Consultant is not a registered broker-dealer or investment advisor.
Financial Impact
Cash compensation of $150,000 upfront plus $50,000/month is significant relative to $3M market cap. Quarterly equity grants of $50,000 add further dilution.
Risk Factors
- Cash compensation is large relative to market cap, increasing cash burn risk.
- Quarterly equity grants will dilute existing shareholders.
- Consultant is not a registered broker-dealer, limiting scope of services.
- No performance metrics tied to stock price or trading volume in the agreement.
Market Snapshot
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001683168-26-004203 |
| Document: nocera_8k.htm | 0001683168-26-004203 |
| Document: 0001683168-26-004203-index-headers.html | 0001683168-26-004203 |
| Document: 0001683168-26-004203-index.html | 0001683168-26-004203 |
| Document: 0001683168-26-004203.txt | 0001683168-26-004203 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
May 21, 2026
2d ago
|
8-K
| $0.2000 awaiting T+20 | awaiting T+20 | — | $0.2440 (+22.00%) |
|
Apr 20, 2026
4w ago
|
8-K
| $0.2030 $0.2100 | ▼ −3.45% | ▲ +1.47% | $0.2440 (−20.20%) |
US Market Status
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