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. (NCL) reports two significant developments. First, NYSE Regulation has determined to commence proceedings to delist the company’s common stock from NYSE American, following a notice dated August 21, 2026. On August 28, 2026, Northann requested an oral hearing and review before the Exchange’s Listings Qualifications Panel.
Second, after the June 8, 2026 resignation of LAO Professionals as independent auditor, the Audit Committee appointed TQ International, PLLC on August 26, 2026 as the new independent registered public accounting firm. TQ is engaged to audit Northann’s consolidated financial statements for the year ended December 31, 2025 and to review unaudited interim financial information for the quarters ended March 31, 2026 and June 30, 2026, subject to customary client acceptance procedures.
Northann Corp. (NCL) filed an initial insider ownership report for Vachon Francois, who is identified as both a director and the Chief Executive Officer. This Form 3 establishes his status as a reporting person for the company’s equity securities, and lists no reportable transactions or holdings at this time.
Northann Corp. (NCL) filed an amended current report to update an earlier disclosure about its auditor. The company had previously reported that LAO Professionals resigned as its independent registered public accounting firm and referenced non-reliance on certain prior financial statements and related audit work. This amendment states that Northann furnished LAO Professionals with the disclosures under Items 4.01 and 4.02 and requested a response letter to the SEC indicating whether the auditor agrees with those statements and, if not, the respects in which it disagrees. Northann reports that it received this letter dated August 21, 2026 and is filing it as Exhibit 16.1. The company notes that, aside from adding this auditor letter, there are no other changes to the prior report.
Northann Corp. (NCL) reports that NYSE Regulation has determined its common stock is not suitable for continued listing under Sections 1001, 1002(e), 1003 and 1007 of the NYSE American Company Guide and will commence proceedings to delist the shares from NYSE American.
Trading in the common stock had already been halted on June 25, 2026, and the Exchange has now suspended trading effective immediately. Northann expects its shares to begin quotation on the OTC Markets under the symbol “NCLX”, possibly as soon as August 24, 2026. The company warns that OTC quotation is significantly more limited than NYSE American and may lead to reduced liquidity, potential pressure on the trading price, greater difficulty raising capital, and challenges in using equity incentives. Northann has the right to seek review of the delisting decision by the Exchange’s Listings Qualifications Panel and is evaluating whether to pursue this appeal.
Northann Corp. (NCL) announced significant leadership changes. On August 13, 2026, the Board accepted the resignation of Lin Li as Chief Executive Officer, President, Secretary and Treasurer, effective immediately, and on August 18, 2026, he resigned from the Board. Following these actions, he no longer holds any role in management, governance, finance, reporting, or NYSE American compliance matters at the company.
On August 13, 2026, the Board appointed director and Chief Operating Officer Kurtis W. Winn to also serve as President, Secretary and Treasurer, and appointed François Vachon as Chief Executive Officer, later adding him to the Board on August 18, 2026. Vachon, designated as principal executive officer, will focus on NYSE American standards, public-company governance and compliance, remediation of delinquent Exchange Act reports, oversight of auditors and listing adviser, and U.S. manufacturing and sales-growth initiatives. He will receive a base salary of $7,000 per month for three months and $10,000 per month thereafter under a one-year employment term, with no bonus or equity grant in connection with his appointment.
Northann Corp. notified the SEC that its quarterly report for the period ended June 30, 2026 will be filed late. The company explains it cannot file its Form 10-Q by the prescribed due date because it does not currently have an independent registered public accounting firm engaged to finalize the financial statements for that report. Northann states it is in the process of engaging such a firm and indicates the Form 10-Q is expected to be filed within the additional five calendar days permitted under Rule 12b-25 for quarterly reports. The company also indicates that all required periodic reports over the past 12 months have been filed and that it does not anticipate any significant change in results of operations compared with the same quarter of the prior year.
Northann Corp. reported that trading in its common stock on NYSE American was halted on June 25, 2026 after the exchange raised concerns that the company’s 2025 Form 10‑K may have been filed without proper auditor consent. The board formed an Oversight Committee to supervise regulatory compliance, financial reporting, corporate governance and to conduct an independent review, and engaged outside counsel for this work.
Northann’s former independent registered public accounting firm, LAO Professionals, sent a June 8, 2026 letter stating it was resigning and that it had not completed its audit or authorized the audit report included in the 2025 Form 10‑K. In response, Northann concluded that investors should not rely on its financial statements for 2024 and 2025 in that filing and plans to engage a new auditor to perform a new audit of those years. The company also disclosed leadership and governance changes: CEO Lin Li briefly tendered, then rescinded, his resignation as CEO and President and stepped down as board chair, with independent director Bradley C. Lalonde becoming chair. Independent director Umesh Patel resigned, citing concerns about unpaid agreed board compensation and the absence of D&O liability insurance.
Northann Corp. announced that NYSE American has formally confirmed the company has regained full compliance with all continued listing standards in Part 10 of the NYSE American Company Guide. The prior deficiency related to the stockholders’ equity requirement under Section 1003(a)(i), cited in a December 8, 2025 notice, has been resolved.
The exchange determined that Northann met the applicable standards for two consecutive quarters under Section 1009(f). As a result, the “below compliance” (“.BC”) indicator for the company’s common stock will be removed and Northann will be taken off the NYSE American list of noncompliant issuers, while remaining subject to normal continued listing monitoring.
The company highlights renewed business momentum built on proprietary multi-layer 3D printing and digital embossing technology, with brands such as Benchwick, SuperOak, DotFloor, and Blue11 sold through major North American retailers. Management also points to plans to leverage artificial intelligence to enhance products and customer experience, while acknowledging forward-looking risks and uncertainties in its cautionary statements.
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.