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.
Northann Corp.'s SEC filings document the public-company reporting of an emerging growth company that makes 3D printing and manufacturing solutions for interior surface and flooring applications. Recent 8-K reports cover NYSE American continued-listing matters, including equity-standard compliance, plan submissions, and exchange review; other current reports cover stockholder communications, material agreements, capital-structure actions, and operating or financial results.
Proxy and registration filings describe governance and securities matters, including director elections, auditor ratification, reverse stock split authorization, equity incentive plan amendments, common stock registration, and resale registration mechanics. The filings also identify risk, reporting, and ownership disclosures associated with Northann's common stock and its Nevada corporate structure.
Northann Corp. reported Q1 2026 revenue of $4.96 million, up from $3.44 million, driven by SuperOak 3D-printed flooring placements at major U.S. retail chains. Despite this growth, cost pressures and launch-related expenses produced a negative gross margin of 10.0% and a net loss of $2.90 million.
Cash fell to $239,641 with working capital of $4.22 million, and management disclosed substantial doubt about the ability to continue as a going concern. Liquidity is supported by an EB-5 loan facility with $24 million capacity, of which $1.65 million is drawn, and by subscription receivable collections. One customer represented 76.6% of Q1 revenue, and disclosure controls and procedures remain ineffective due to previously identified material weaknesses.
Northann Corp. notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 and filed a Rule 12b-25 notification seeking additional time. The company states it needs more time to compile and verify the data and expects to file within the extension allowed. The filing also notes the Form 10-K for the year ended December 31, 2024 had not been filed as of this notice.
Northann Corp makes 3D‑printed vinyl flooring and decorative products under its Benchwick and SuperOak brands, selling mainly in the United States. In 2025, about 38% of revenue came from vinyl flooring, 40% from decorative boards and 22% from its premium SuperOak line, with 92.91% from wholesale and 7.09% from retail, reflecting growing big‑box retail penetration.
The company is shifting from China‑focused OEM manufacturing to vertically integrated U.S. production at a new South Carolina plant, now at roughly 10% of planned capacity and targeting full capacity by mid‑2027. It expanded R&D spending to $2.1 million and continues to build a large patent portfolio and AI tools for design and operations.
To fund growth, Northann arranged a related‑party $24,000,000 EB‑5 loan at 1% interest, completed two sizable equity private placements totaling 85,000,000 shares, and agreed to issue 27,500,000 shares for software and platform assets. It also executed a 1‑for‑8 reverse stock split and received an NYSE American notice for not meeting an equity‑based listing standard, with a plan accepted through June 8, 2027.
Northann Corp. announced that NYSE American has accepted its plan to regain compliance with the exchange’s continued listing standards. The company has until June 8, 2027 to meet these requirements, during which its common stock will remain listed and traded on NYSE American under the symbol NCL.
During this plan period, the exchange will periodically review Northann’s progress and may start delisting proceedings if compliance is not restored or if progress falls short of the plan. Management is pursuing a 2026 roadmap that includes expanding into major North American retail channels, forming partnerships with manufacturers in the United States, and optimizing the capital structure.
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.