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  4. [8-K] Northann Corp. Reports Material Event

Northann (NYSE: NCL) tasks new CEO with delinquent Exchange Act reports

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • CEO and director resignation; leadership transition – Lin Li resigned from all officer roles on August 13, 2026 and from the Board on August 18, 2026, leaving all management, governance and compliance responsibilities to new leadership.
  • Delinquent Exchange Act reports and compliance work – The new CEO’s mandate includes overseeing remediation of delinquent Exchange Act reports and NYSE American compliance matters, indicating outstanding reporting and listing-compliance issues.

Insights

Analyzing...

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
CEO base salary (first three months) $7,000 per month Compensation for François Vachon for the first three months of employment
CEO base salary (thereafter) $10,000 per month Compensation for François Vachon after the initial three-month period
Employment term One year Initial term of François Vachon’s employment agreement
CEO age 52 Age of François Vachon at the time of appointment
Industry experience Over 20 years Financial-services-industry experience of François Vachon
principal executive officer regulatory
"Mr. Vachon is the Company’s principal executive officer for purposes of the Exchange Act."
The principal executive officer is the highest-ranking manager who leads a company’s overall strategy, operations and public communication—often acting like the captain of a ship who sets direction and makes final calls. Investors watch this person because their decisions, credibility and ability to deliver results shape company performance, risk and market confidence, and changes in that role can directly affect stock value and corporate accountability.
Exchange Act reports regulatory
"overseeing the remediation of delinquent Exchange Act reports"
NYSE American standards regulatory
"establishing and maintaining compliance with applicable NYSE American standards"
equity incentive plan financial
"future equity award under the Company’s equity incentive plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Item 404(a) of Regulation S-K regulatory
"transactions in which Mr. Vachon has an interest that would require disclosure under Item 404(a) of Regulation S-K."

FAQ

What leadership changes did Northann Corp. (NCL) announce?
Northann Corp. reported that Lin Li resigned as Chief Executive Officer, President, Secretary and Treasurer on August 13, 2026 and from the Board on August 18, 2026. The Board appointed François Vachon as Chief Executive Officer and director, and expanded Kurtis W. Winn’s duties to President, Secretary and Treasurer.

Who is the new CEO of Northann Corp. (NCL) and what is his background?
The new CEO and principal executive officer is François Vachon, age 52, with over 20 years of financial-services experience in corporate governance, compliance, risk management and strategic advisory roles, including positions at Desjardins Group and Manulife Financial Corporation.

What are the main responsibilities of Northann Corp.’s new CEO?
François Vachon will focus on NYSE American standards, strengthening public-company governance and compliance, overseeing remediation of delinquent Exchange Act reports, supervising relations with the independent auditor and listing adviser, and providing strategic direction for the U.S. manufacturing program, sales-growth initiatives, and capital resources and financing activities.

What compensation will Northann Corp. (NCL) pay its new CEO?
Under his one-year employment agreement, François Vachon will receive a base salary of $7,000 per month for the first three months and $10,000 per month thereafter. He is not entitled to an annual bonus or equity award in connection with his appointment, though future equity awards may be considered.

Does Northann Corp.’s new CEO receive compensation tied to financings or securities sales?
No. The company states that no portion of François Vachon’s compensation is determined, calculated or conditioned, directly or indirectly, by reference to the completion of any financing or to the amount of any securities or subscriptions placed or sold by or on behalf of Northann Corp.

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false0001923780SC 0001923780 2026-08-13 2026-08-13
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 13, 2026
 
NORTHANN CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-41816
 
88-1513509
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
2251 Catawba River Rd., Fort Lawn,
SC
29714
(Address of principal executive offices) (Zip Code)
 
(916) 573-3803
(Registrant's telephone number, including area code)

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:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value
 
NCL
 
NYSE American LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined 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  
x
 
If an emerging growth company, indicate by check mark 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.  
¨
 
 
 
 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 13, 2026, the Board of Directors (the “Board”) of Northann Corp. (the “Company”) accepted the resignation of Lin Li as Chief Executive Officer, President, Secretary and Treasurer of the Company, effective immediately. On August 18, 2026, Mr. Li resigned as a member of the Board, effective immediately. Following his resignation from the Board, Mr. Li no longer serves as an officer, director or employee of the Company and has no role in the Company’s management,
 
corporate governance, financing, accounting, financial reporting, audit, internal control over financial reporting, SEC reporting or NYSE American compliance matters.
 
On August 13, 2026, the Board appointed Kurtis W. Winn, a current director and the Chief Operating Officer of the Company, to serve additionally as President, Secretary and Treasurer of the Company.
 
On August 13, 2026, the Board appointed François Vachon to serve as Chief Executive Officer of the Company, effective immediately. On August 18, 2026, the Board appointed Mr. Vachon as a member of the Board to fill the vacancy resulting from Mr. Li’s resignation, effective immediately. Mr. Vachon is the Company’s principal executive officer for purposes of the Exchange Act. As of the date of this report, Mr. Vachon has not been appointed to any committee of the Board.
 
Mr. Vachon will report to the Board through the Oversight Committee. His primary responsibilities will include establishing and maintaining compliance with applicable NYSE American standards, strengthening the Company’s public-company governance and compliance profile, overseeing the remediation of delinquent Exchange Act reports, supervising relations with the Company’s independent registered public accounting firm and listing adviser, providing executive oversight and strategic direction for the completion of the Company’s United States manufacturing program and its sales-growth initiatives, and taking responsibility for the Company’s capital resources, financing operations and capital-raising activities.
 
Mr. Vachon fully supports the Company’s long-term strategy to expand its manufacturing operations in the United States, which is intended to create additional employment opportunities in the United States and contribute to increased U.S. tax revenues.
 
Mr. Vachon, 52, has over 20 years of financial-services-industry experience, specializing in corporate governance, compliance and risk management, board-level strategic advisory, and operational process and program enhancement. From 2015 through 2024, he served as Senior Advisor at Desjardins Group. Previously, he served as Business Compliance Analyst at Desjardins Group from 2011 to 2015 and as an Investments Wholesaler at Manulife Financial Corporation from 2006 to 2011. Mr. Vachon studied Business Administration and Management at Laval University and holds the FLMI and ACS designations from LOMA.
 
In connection with his appointment, Mr. Vachon will receive base salary of $7,000 per month for the first three months following the beginning of his employment and $10,000 per month thereafter. His employment term is one year. Before the expiration of the term, the parties may agree in writing to renew or extend his employment. Any early termination will be addressed by mutual discussion between the parties, and either party may provide at least 30 days’ prior written notice of a proposed early termination. Mr. Vachon is not entitled to an annual bonus, equity award or other stock-based compensation in connection with his appointment. He is eligible for reimbursement of reasonable business expenses and participation in benefit plans maintained by the Company for senior executives, subject to the applicable plan terms. No portion of Mr. Vachon’s compensation is determined, calculated or conditioned, directly or indirectly, by reference to the completion of any financing or to the amount of any securities or subscriptions placed or sold by or on behalf of the Company.
 
The Board may consider a future equity award under the Company’s equity incentive plan, subject to separate Board approval and any stockholder or NYSE American approval that may be required. No equity award has been approved or granted.
 
There are no familial or other relationships between Mr. Vachon and any director or member of management of the Company.
 
There are no arrangements or understandings between Mr. Vachon and any other person pursuant to which he was appointed. There are no transactions in which Mr. Vachon has an interest that would require disclosure under Item 404(a) of Regulation S-K.
 
 
2
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
10.1
 
Employment Agreement between the Company and François Vachon, dated August 13, 2026
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
3
 
 
 
SIGNATURES
 
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.
 
 
NORTHANN CORP.
 
 
 
Date: August
20
, 2026
By:
/s/ Bradley C. Lalonde
 
Name:
Bradley C. Lalonde
 
Title:
Chairman of the Board
 
 
4

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