Welcome to our dedicated page for Northann SEC filings (Ticker: NCL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Northann Corp. (NCL) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Northann is a Nevada holding company whose common stock is listed on the NYSE American, and its filings document corporate structure, risk factors, capital markets transactions and governance decisions related to its 3D-printed building materials and home improvement business.
Through this page, readers can review Form 10-K annual reports and related disclosures, including discussions of Northann’s status as an emerging growth company and smaller reporting company, its holding company structure and the role of its operating entities in the United States, Hong Kong and China. The company has also disclosed that an audit opinion for a fiscal year contained a going concern qualification, and it has made separate announcements to comply with NYSE American guidelines on audit opinion disclosure.
Northann’s Form S-1 and S-1/A registration statements describe the registration of shares of common stock held by selling stockholders, the effects of reverse stock splits and the regulatory environment affecting its operations, including considerations related to its Chinese manufacturing subsidiary. Multiple Form 8-K current reports detail material events such as notices of non-compliance with NYSE American listing standards, the late filing of the Form 10-K, the implementation of a 1-for-8 reverse stock split, asset purchase and development agreements involving software and platforms, advisory agreements compensated in stock and the outcomes of shareholder votes at annual meetings.
Proxy materials such as the DEF 14A definitive proxy statement outline proposals presented to stockholders, including director elections, auditor ratification, reverse stock split authorization, equity incentive plan amendments and approvals of share issuances under specific agreements. On Stock Titan, AI-powered tools summarize these filings, highlight key terms and help explain complex sections of 10-Ks, S-1s, 8-Ks and proxy statements. Users can also track equity issuance disclosures and other items that relate to share structure and potential dilution, using real-time updates as new filings appear on EDGAR.
Northann Corp. reported results of its annual general meeting held on December 31, 2025. Stockholders elected five directors and ratified LAO Professionals as the independent registered public accounting firm for the year ending December 31, 2025.
They approved a Board-authorized reverse stock split of the common stock at a ratio between 1-for-3 and 1-for-20, with no change to authorized capital. Stockholders also approved adding 2,000,000 shares to the 2023 Equity Incentive Plan.
In addition, stockholders authorized the issuance of 12,500,000 shares of common stock to a designee of Kingsford Consultancy Ltd. under an asset purchase agreement, and 15,000,000 shares to a designee of Asia Resource Holdings Limited under a development agreement, each representing an increase of more than 20% of presently outstanding common stock.
Northann Corp. reported that its founder and Chief Executive Officer issued a letter to stockholders providing an update on the company. The stockholder letter is included as an exhibit to this report so investors can review the CEO’s communication in full. Northann also released a press release describing the stockholder letter, which is provided as a separate exhibit. The information is being furnished under the securities laws rather than formally filed, which limits how it is incorporated into other regulatory documents.
Northann Corp. filed a prospectus supplement that incorporates a new Current Report on Form 8-K about two equity-based consulting arrangements. The company entered a Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC, under which Linkun Investment will provide strategic planning advisory services for six months. As compensation, Northann agreed to issue and allot 1,800,000 shares of common stock to two individuals designated by Linkun Investment, after NYSE American approves the issuance, relying on a Section 4(a)(2) registration exemption.
Northann also entered an Operation and Strategic Planning Advisory Agreement with Lu Wang, covering strategic planning consulting services from July 1, 2025 to June 30, 2026. As compensation, the company agreed to issue and allot 1,500,000 shares of common stock to an individual designated by Lu Wang, also subject to NYSE American approval and relying on Section 4(a)(2). The supplement notes that Northann’s common stock trades on NYSE American under the symbol NCL, with a last reported sale price of $0.315 per share on December 26, 2025.
Northann Corp. disclosed two new consulting arrangements that will be paid in company stock rather than cash. The company agreed to a Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC for a six-month term starting on execution, under which it will issue 1,800,000 shares of common stock to two individuals designated by Linkun Investment as compensation, after NYSE American approval and relying on a Section 4(a)(2) registration exemption.
Northann also entered into an Operation and Strategic Planning Advisory Agreement with Lu Wang, covering strategic planning services for business development from July 1, 2025 to June 30, 2026. As consideration, the company agreed to issue 1,500,000 common shares to an individual designated by Lu Wang, likewise only after NYSE American approval and in reliance on the Section 4(a)(2) exemption for unregistered sales of securities.
Northann Corp. director Umesh Patel reported receiving additional company shares as compensation. On 11/17/2025, he was granted 5,725 shares of common stock at a price of $0 under the company’s 2023 Equity Incentive Plan. After this grant, he beneficially owned 22,448 common shares, held directly.
The filing also notes that Northann Corp. completed a 1-for-8 reverse stock split on October 7, 2025, which adjusted Patel’s holdings from 133,774 shares to 16,723 shares before the subsequent share issuance referenced in the explanation.
Northann Corp. disclosed that NYSE American has notified the company it is not meeting a key continued listing standard. The exchange cited stockholders’ equity of approximately $1.8 million as of September 30, 2025, below the required $2.0 million threshold for companies that have recorded losses in two of their three most recent fiscal years ended December 31, 2024.
Northann has until January 7, 2026 to submit a plan to regain compliance by June 8, 2027, and it must first clear an outstanding $60,000 fee balance before the plan will be reviewed. For now, the company’s common stock continues trading on NYSE American under the symbol NCL, with an added .BC suffix indicating “below compliance,” and the notice does not change its operations or SEC reporting obligations.
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
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
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
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.
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