Northann Corp. Receives NYSE Notice Regarding Late Filing of Annual Report on Form 10-K
Rhea-AI Summary
Northann Corp. (NYSE: NCL), a 3D printing and manufacturing solutions company, has received a Filing Delinquency Notification from NYSE Regulation on April 16, 2025. The notice indicates non-compliance with NYSE American's listing standards due to delayed filing of the Form 10-K for the year ended December 31, 2024.
The company missed the extended filing deadline of April 15, 2025, citing the need for additional time to review financial statements. Northann has been granted an Initial Cure Period of six months to file the delinquent report. The Exchange may grant an additional six-month cure period if needed. However, failure to comply could result in suspension and delisting procedures.
Positive
- Granted six-month cure period to resolve filing delinquency
- Company actively working to complete and file accurate financial statements
Negative
- Failed to file annual Form 10-K by deadline, risking NYSE American listing status
- Company unable to complete financial statement review on time despite filing extension
- Potential risk of stock suspension and delisting if compliance not achieved within cure period
Insights
NYSE non-compliance notice for late Form 10-K filing creates substantial regulatory risk for Northann, potentially leading to delisting if not remedied.
Northann Corp.'s failure to file its annual Form 10-K represents a significant compliance breakdown that triggers formal non-compliance procedures under NYSE American listing rules. The company now enters a six-month Initial Cure Period starting April 16, 2025, during which it must file the delinquent report or face potential delisting actions.
The NYSE American exchange maintains considerable discretion throughout this remediation process. Most concerning is the exchange's explicit reservation of rights to accelerate delisting procedures if it determines continued listing is "inadvisable or unwarranted" - creating a cloud of uncertainty over the company's listing status.
The timing is particularly troubling - despite already utilizing the Form 12b-25 extension period, Northann still requires additional time to complete its financial statement review. This extended delay suggests potential complexity in underlying accounting matters requiring further scrutiny.
For a micro-cap company with approximately
Extended delay in financial reporting signals potential internal control weaknesses, creating material uncertainty requiring thorough board oversight.
Northann's inability to file its Form 10-K on time raises significant governance concerns. The annual report isn't merely a regulatory checkbox but a fundamental accountability mechanism. The failure to produce this document, even with extensions, suggests potential deficiencies in the company's financial reporting infrastructure.
The company's statement that "additional time is needed to complete its review of the financial statements" is particularly revealing. This language typically indicates that either internal or external auditors have identified matters requiring additional examination before financial statements can be certified. The nature of these issues remains undisclosed, but the delay itself represents a material governance red flag.
Proper board oversight in this situation would involve the audit committee actively engaging with management and auditors to understand specific issues preventing timely filing and implementing remediation plans. The vague statement that they "intend to file the Delinquent Report as soon as practicable" lacks specificity about concrete timelines or remediation steps.
For shareholders, this creates an information vacuum at a critical time. Without current financial data, investors cannot properly evaluate the company's performance or financial position, increasing investment risk and potentially affecting market confidence in this specialized 3D printing and manufacturing solutions provider.
Fort Lawn, SC, April 22, 2025 (GLOBE NEWSWIRE) -- Northann Corp. (“Northann” or the “Company”) (NYSE American: NCL), a company specializing in 3D printing and manufacturing solutions, announced today that on April 16, 2025, the Company received a written notice from NYSE Regulation (the “Filing Delinquency Notification”) stating that the Company is not in compliance with the continued listing standards of the NYSE American LLC (“NYSE American”, or the “Exchange”). Specifically, the Company has not met the requirements set forth in Sections 134 and 1101 of the NYSE American Company Guide due to its delayed filings of the Form 10-K for the year ended December 31, 2024 (the “Delinquent Report”) by the filing due date of April 15, 2025 (the “Filing Delinquency”).
Reference is made to the Company’s Notification of Late Filing on Form 12b-25 (filed with the SEC on March 31, 2025), which described the circumstances leading to the late filing of the Delinquent Report. Although the Company has dedicated significant resources to the completion of finalizing its consolidated financial statements and related disclosures for inclusion in the Delinquent Report, the Company was unable to file the Delinquent Report prior to April 15, 2025, the extension period provided by the 12b-25. Additional time is needed by the Company to complete its review of the financial statements included in the Delinquent Report to ensure a complete, accurate Delinquent Report. The Company intends to file the Delinquent Report as soon as practicable and in any event within the six-month period.
In accordance with Section 1007 of the Company Guide, the Company will have six months from the date of the Filing Delinquency (the “Initial Cure Period”), to file the Delinquent Report with the SEC. The Exchange will monitor the Company and the status of the Delinquent Report and any subsequent delayed filings, including through contact with the Company, until the Filing Delinquency is cured. If the Company fails to file the Delinquent Report during the Initial Cure Period, the Exchange may, in its sole discretion, grant an up to six-month additional cure period (the “Additional Cure Period”). The Company can regain compliance with the Exchange’s continued listing standards at any time during the Initial Cure Period or Additional Cure Period, as applicable, by filing the Delinquent Report and any subsequent delayed filings with the SEC. If the Exchange determines that an Additional Cure Period is not appropriate, suspension and delisting procedures will commence in accordance with the procedures set out in Section 1010 of the Company Guide. If the Exchange determines that an Additional Cure Period is appropriate and the Company fails to file the Delinquent Report and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence.
Notwithstanding the foregoing, however, the Exchange may in its sole discretion decide (i) not to afford the Company any Initial Cure Period or Additional Cure Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the Initial Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures if the Company is subject to delisting pursuant to any other provision of the Company Guide, including if the Exchange believes, in the Exchange’s sole discretion, that continued listing and trading of the Company’s securities on the Exchange is inadvisable or unwarranted in accordance with Sections 1001-1006.
The Company intends to regain compliance with the Exchange's continued listing standards. There can be no assurance that the Company will ultimately regain compliance with all applicable Exchange listing standards.
About Northann Corp.
Northann Corp. specializes in 3D-printed flooring solutions under its flagship brand, "Benchwick." The Company's operations span the full spectrum of additive manufacturing, from sourcing recycled ocean plastics to the final production of intricate flooring designs. Northann offers an extensive range of proprietary solutions, including Infinite Glass, DSE, TruBevel, and MattMaster, primarily through its sales network in North America and Europe.
For more information, please visit ir.northann.com.
Forward Looking-Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, other factors discussed in the “Risk Factors” section of 10-K filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For investor and media inquiries, please contact:
Investor Relations
Northann Corp.
Email: ir@northann.com
Phone: +1 (916) 573-3803
FAQ
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