false0001923780SC
0001923780
2026-06-10
2026-06-10
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction | | | | |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | Name of each exchange on which |
Common Stock, $0.001 par value | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01 Regulation FD Disclosure.
As previously disclosed, Northann Corp. (the “Company”) received a written notice of non-compliance (the “Notice”) from the NYSE American LLC (the “NYSE American”) on December 8, 2025 indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”). The Company submitted a plan to the NYSE American, advising of actions taken or will be taken to regain compliance with the continued listings standards of the Company Guide, and on February 24, 2026, the Company received a notification (the “Acceptance Letter”) from the NYSE American that the plan was accepted.
The Company provided the quarterly updates to the NYSE American pursuant to the Acceptance Letter. On June 10, 2026, the NYSE American informed the Company that it has regained compliance by demonstrating compliance with the continued listing standards for a period of two consecutive quarters pursuant to Section 1009(f) of the Company Guide. As a result, the Company will be subject to NYSE Regulation’s normal continued listing monitoring. As a result of regaining compliance, the below compliance (“.BC”) indicator will no longer be disseminated, and the Company will be removed from the list of NYSE American noncompliant issuers on NYSE American’s website.
On June 15, 2026, the Company issued a press release announcing that it has regained compliance with the continued listing standards outlined in Part 10, Section 1003 of the Company Guide. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 7.01.]
The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statement and Exhibits.
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99.1 |
| Press Release dated June 15, 2026. |
| | Cover Page Interactive Data File (embedded within Inline XBRL document) |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
FOR IMMEDIATE RELEASE
Northann Corp. Regains Full Compliance with NYSE American Continued Listing Standards
FORT LAWN, S.C. — June 15, 2026 — Northann Corp. (“Northann” or the “Company”) (NYSE American: NCL), a flooring and wall panel technology company specializing in advanced 3D printing and digital embossing manufacturing, today announced that it has received formal notice from NYSE American LLC (the “NYSE American”) confirming that the Company has regained compliance with all continued listing standards set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”).
In its letter dated June 10, 2026, NYSE American advised the Company that it has resolved the previously disclosed continued listing deficiency relating to the stockholders’ equity requirement under Section 1003(a)(i) of the Company Guide, which had been referenced in the Exchange’s letters dated December 8, 2025. The Company regained compliance by demonstrating that it satisfied the applicable continued listing standards over a period of two consecutive quarters, in accordance with Section 1009(f) of the Company Guide.
As a result of regaining compliance, the “below compliance” (“.BC”) indicator associated with the Company’s common stock will no longer be disseminated, and the Company will be removed from the list of noncompliant issuers published on the NYSE American website. The Company’s common stock continues to trade on NYSE American under the ticker symbol “NCL.”
The return to full compliance comes during a period of renewed momentum for Northann. Northann’s competitive edge is rooted in its proprietary multi-layer 3D printing and digital embossing technology, which is protected by a portfolio of core technology patents held by the Company and enables Northann to deliver highly differentiated surface designs. The Company’s brands — including Benchwick, SuperOak, DotFloor, and Blue11 — are now carried by several major retailers across North America, and Northann has seen increasing consumer recognition of its innovative and distinctive products as it continues to execute the strategic initiatives implemented across its operations.
“Regaining full compliance with NYSE American’s continued listing standards is an important milestone for Northann, and we believe the strong growth we have seen in recent periods reflects that the strategic adjustments we have made across the business are taking effect,” said Lin Li, Chief Executive Officer and President of Northann Corp., “What sets us apart is the innovation and distinctiveness of our products, and that is resonating with major retailers across North America and with a growing base of consumers. Our strategy is not to compete as a low-cost, commodity-scale manufacturer, but to deliver greater value and innovation to our customers and to the market. Looking ahead, we expect artificial intelligence to be the next major step in our evolution, and we intend to leverage AI to significantly enhance both our product offering and our customer experience as we continue building long-term value for our shareholders, customers, and partners.”
The Company will remain subject to NYSE American’s normal continued listing monitoring. As provided under Section 1009(h) of the Company Guide, if the Company is again determined to be below any continued listing standard within 12 months of the date of the letter, the Exchange may examine the relationship between the two incidents and take further action as described in the Company Guide.
About Northann Corp.
Northann Corp. (NYSE American: NCL) is a flooring and wall panel technology company that designs, manufactures, and distributes innovative flooring and wall panel products built on its proprietary multi-layer 3D printing and digital embossing technology, which is protected by a portfolio of core technology patents. Through its family of brands — including Benchwick, SuperOak, DotFloor, and Blue11 — Northann delivers distinctive and innovative surface designs and substrate-agnostic flooring and wall panel solutions to major retailers across North America.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “intend,” “will,” “may,” and similar expressions, and include, among others, statements regarding the Company’s growth, the effectiveness of its strategic initiatives, its retail presence, consumer acceptance of its products, and the development, deployment and anticipated benefits of artificial intelligence and other new technologies in the Company’s products and customer experience. These statements are based on management’s current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied, including, among others, the Company’s ability to maintain compliance with the continued listing standards of NYSE American; the Company’s ability to sustain revenue growth and execute its business strategy; the Company’s ability to develop, integrate and realize the anticipated benefits of artificial intelligence and other new technologies; prevailing market and economic conditions; and the risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Investor and Media Contact
Northann Corp.
ir@northann.com
ir.northann.com
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