Northann (NCL) 1-for-8 Reverse Stock Split Effective Oct 7, 2025

Northann Corp. implemented a 1-for-8 reverse stock split of its common stock and Series A preferred stock, effective October 7, 2025 at 16:30 ET.

Rhea-AI Filing Summary

Northann Corp. implemented a 1-for-8 reverse stock split of its common stock and Series A preferred stock, effective October 7, 2025 at 16:30 ET. Every eight shares were combined into one share, with fractional shares rounded up to full shares so that holders will not receive cash for fractions. The reverse split does not change any holder's percentage ownership, voting power, or the par value of common and preferred stock. The common stock will trade on a split-adjusted basis on the NYSE American under the existing symbol NCL beginning at the open on October 8, 2025. A new CUSIP 66373M 408 was assigned in connection with the reverse split.

Positive

• Uniform treatment of all stockholders with no change to percentage ownership or voting rights
• Fractional shares rounded up, meaning holders receive whole shares instead of cash for fractions
• Continued listing on NYSE American with trading on a split-adjusted basis beginning October 8, 2025

Negative

• None.

Insights

Corporate Actions Analyst

Reverse 1-for-8 split consolidates share count without altering ownership percentages.

The company legally effected a 1-for-8 reverse stock split for both common and Series A preferred shares, recorded as effective October 7, 2025. The action changes the share count and a new CUSIP was issued, while par value and proportional equity interests remain unchanged.

The split treats all holders uniformly and rounds fractional shares up to whole shares, avoiding cash-in-lieu payments. Monitor trading on October 8, 2025 for the market's immediate response to the split-adjusted share price and any accompanying disclosures.

8-K Event Classification

2 items: 3.03, 5.03

2 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Northann Corp. (NCL) make to its capital structure?

Northann Corp. executed a 1-for-8 reverse stock split of its common and Series A preferred stock effective October 7, 2025.

When will NCL shares trade on a split-adjusted basis?

The common stock will begin trading on a split-adjusted basis on the NYSE American at the commencement of trading on October 8, 2025 under the existing symbol NCL.

Will the reverse split change my ownership percentage or voting power?

No. The reverse split does not affect any stockholder's percentage ownership interests or voting rights, and par value remains unchanged.

What happens to fractional shares after the 1-for-8 split?

Any fractional shares resulting from the reverse split will be rounded up to a full share for each stockholder; no cash payment for fractions was disclosed.

Did Northann receive a new CUSIP after the reverse split?

Yes. The company's common stock was assigned a new CUSIP: 66373M 408.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/07/2025 - 05:10 PM EDT Learn about SEC filing dates

false0001923780SC--12-31 0001923780 2025-10-03 2025-10-03

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): October 3, 2025

NORTHANN CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-41816		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 Office) (Zip Code)

(916) 573 3803

(Registrant’s telephone number, including area code)

N/A

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		NCL		NYSE American LLC

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 x

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. ¨

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

1-for-8 Reverse Stock Split

On October 3, 2025, Northann Corp. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended to date, and a Certificate of Amendment to Designation, with the Nevada Secretary of State as corrected on October 7, 2025, effecting a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and the Company’s series A preferred stock, par value $0.001 per share (the “Preferred Stock”). The Reverse Stock Split was approved by the Board of the Directors of the Company (the “Board”) and became effective at 16:30 pm ET on October 7, 2025.

As a result of the Reverse Stock Split, every eight (8) shares of the Company’s issued and outstanding Common Stock have been converted into one (1) share of issued and outstanding Common Stock and every eight (8) shares of the Company’s issued and outstanding Preferred Stock have been converted into one (1) share of Preferred Stock. The Reverse Stock Split affects all of the Company’s stockholders uniformly and does not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of the Company’s stockholders owning a fractional share. Each stockholder will receive such additional fractions of a share to round up to a full share.  The Reverse Stock Split has no impact on stockholders’ proportionate equity interests or voting rights in the Company or the par value of the Company’s Common Stock and Preferred Stock, which remains unchanged.

The Company’s Common Stock will begin trading on a split-adjusted basis on the NYSE American at the commencement of trading on October 8, 2025 under the Company’s existing symbol “NCL.” The Company’s Common Stock has been assigned a new CUSIP number of 66373M 408 in connection with the Reverse Stock Split.

The above descriptions of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment to Articles of Incorporation, Certificate of Amendment to Designation, Certificate of Correction to the Certificate of Amendment to Articles of Incorporation, and Certificate of Correction to the Certificate of Amendment to Designation, which are attached hereto as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to Articles of Incorporation
3.2		Certificate of Amendment to Designation
3.3		Certificate of Correction to Certificate of Amendment to Articles of Incorporation
3.4		Certificate of Correction to Certificate of Amendment to Designation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 7, 2025	By:	/s/ Lin Li
	Name:	Lin Li
	Title:	Chief Executive Officer