Northann Corp SEC Filings

Northann Corp. is asking stockholders to vote at its 2025 annual meeting on December 31, 2025 at its South Carolina headquarters. Stockholders of record on December 1, 2025, representing a total of 28,993,104 votes from common and Series A preferred shares, may participate. The agenda includes electing five directors, ratifying LAO Professionals as auditor, and authorizing the Board to implement a reverse stock split of the common stock at a ratio between 1-for-3 and 1-for-20 to help maintain NYSE American listing.

Stockholders are also asked to add 2,000,000 shares to the 2023 Equity Incentive Plan, approve issuing 12,500,000 shares to a Kingsford Consultancy Ltd. designee under an asset purchase agreement, and 15,000,000 shares to an Asia Resource Holdings Limited designee under a development agreement, each exceeding 20% of current outstanding common stock. A proposal would allow the meeting chair to adjourn the meeting if needed. The Board unanimously recommends voting "FOR" all proposals.

Northann Corp. filed a prospectus supplement that incorporates recent disclosures about two stock-based software transactions. The company agreed to acquire proprietary supply chain management software from Kingsford Consultancy Ltd. for $5,000,000, payable in 12,500,000 common shares at $0.40 per share. It also entered into a development agreement with Asia Resource Holdings Limited for a customized intelligent decoration platform for $6,000,000, payable in 15,000,000 common shares, also at $0.40 per share, issued in two tranches. Both issuances are subject to approval by Northann’s stockholders and NYSE American, will be issued as restricted securities under Section 4(a)(2), and are being acquired by non‑affiliates for investment purposes.

Northann Corp. entered into two equity-funded technology agreements. It signed an asset purchase agreement with Kingsford Consultancy Ltd. under which Kingsford will provide proprietary supply chain management software and related intellectual property. Northann will pay $5,000,000 by issuing 12,500,000 common shares at $0.40 per share, with closing subject to stockholder and NYSE American approval.

Northann also signed a development agreement with Asia Resource Holdings Limited for the NCL Customized Intelligent Decoration Platform and related intellectual property. As consideration, Northann will issue 15,000,000 common shares at $0.40 per share, in two tranches of 8,000,000 and 7,000,000 shares. Both issuances rely on the Section 4(a)(2) exemption, and the shares will be restricted and issued to non-affiliate designees for investment purposes.

Northann Corp. (NCL)11/17/2025, he acquired 6,870 shares of common stock at $0, granted as compensation under the company’s 2023 Equity Incentive Plan. Following this grant, he beneficially owns 31,527 common shares directly. The company previously completed a 1-for-8 reverse stock split on October 7, 2025, which adjusted his holdings from 197,247 shares to 24,657 shares before the subsequent share issuance noted in November 2025.

Northann Corp. (NCL) director Jing Zhang reported recent changes in ownership of the company’s common stock. On 09/11/2025, Zhang sold 63,740 shares of common stock at a price of $0.147 per share, leaving no shares beneficially owned after that transaction. On 11/17/2025, Zhang received 5,725 shares of common stock as compensation under the Issuer's 2023 Equity Incentive Plan, resulting in beneficial ownership of 5,725 shares held directly. The filing notes that the 63,740-share figure does not reflect a 1:8 reverse stock split that Northann effected on October 7, 2025.

Northann Corp (NCL) filed its Q3 2025 10‑Q, reporting a sharp swing to losses as tariffs and higher input costs pressured results. Q3 revenue was $3,545,412 (up 38.6% year over year), but gross margin fell to -40.6%, driving a net loss of $8,799,313 for the quarter. For the nine months, revenue was $8,689,360 with a net loss of $13,691,600.

Cash was $40,883 and the company reported a working capital deficit of $2,427,539. Management disclosed that these conditions “gave rise to substantial doubt” about continuing as a going concern. Unearned revenue reached $1,594,981, current loans were $1,279,857, and non‑current loans increased to $2,923,281.

Results were affected by higher U.S. tariffs on goods imported from China (Q3 tariffs $251,728) and customer concentration; one customer accounted for about 82% of nine‑month revenue. On October 7, 2025, the company effected a 1‑for‑8 reverse stock split. As of November 12, 2025, 22,724,784 common shares and 1,250,000 Series A preferred shares were outstanding.

Northann Corp. (NCL) filed an amended S-1 to register the resale of up to 15,000,000 shares of common stock by selling stockholders, as adjusted to reflect the 1-for-8 reverse stock split effected on October 7, 2025. These shares were previously issued and may be sold from time to time in public or private transactions at prevailing or negotiated prices.

Northann is not selling any shares and will receive no proceeds from sales by the selling stockholders; they will receive all sale proceeds. No underwriter has been engaged. The registered shares include up to 5,000,000 shares issued under the Oneflow SPA on March 31, 2025, and up to 10,000,000 shares issued under the X29 SPA on September 3, 2025. Northann’s common stock trades on the NYSE under “NCL”; the last reported sale price on October 23, 2025 was $0.6318 per share.

Northann Corp. (NCL) reported an insider equity award. A director acquired 63,740 shares of common stock on 07/29/2025 with transaction code A, reflecting a grant under the company’s 2023 Equity Incentive Plan as compensation.

The reported price was $0 for the award. Following the transaction, the director beneficially owned 63,740 shares, held directly.

Northann Corp. (NCL) reported an initial insider ownership filing. A director filed a Form 3 stating no securities are beneficially owned as of the event date 01/01/2025. The filing was made by one reporting person.

This is an administrative disclosure under Section 16 and does not reflect any transaction, pricing, or proceeds. It simply establishes the insider’s starting ownership position as zero at the time indicated.