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.
The Northann Corp. (NCL) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Northann is a Nevada holding company whose common stock is listed on the NYSE American, and its filings document corporate structure, risk factors, capital markets transactions and governance decisions related to its 3D-printed building materials and home improvement business.
Through this page, readers can review Form 10-K annual reports and related disclosures, including discussions of Northann’s status as an emerging growth company and smaller reporting company, its holding company structure and the role of its operating entities in the United States, Hong Kong and China. The company has also disclosed that an audit opinion for a fiscal year contained a going concern qualification, and it has made separate announcements to comply with NYSE American guidelines on audit opinion disclosure.
Northann’s Form S-1 and S-1/A registration statements describe the registration of shares of common stock held by selling stockholders, the effects of reverse stock splits and the regulatory environment affecting its operations, including considerations related to its Chinese manufacturing subsidiary. Multiple Form 8-K current reports detail material events such as notices of non-compliance with NYSE American listing standards, the late filing of the Form 10-K, the implementation of a 1-for-8 reverse stock split, asset purchase and development agreements involving software and platforms, advisory agreements compensated in stock and the outcomes of shareholder votes at annual meetings.
Proxy materials such as the DEF 14A definitive proxy statement outline proposals presented to stockholders, including director elections, auditor ratification, reverse stock split authorization, equity incentive plan amendments and approvals of share issuances under specific agreements. On Stock Titan, AI-powered tools summarize these filings, highlight key terms and help explain complex sections of 10-Ks, S-1s, 8-Ks and proxy statements. Users can also track equity issuance disclosures and other items that relate to share structure and potential dilution, using real-time updates as new filings appear on EDGAR.
Northann Corp. (NCL) director Jing Zhang reported recent changes in ownership of the company’s common stock. On 09/11/2025, Zhang sold 63,740 shares of common stock at a price of $0.147 per share, leaving no shares beneficially owned after that transaction. On 11/17/2025, Zhang received 5,725 shares of common stock as compensation under the Issuer's 2023 Equity Incentive Plan, resulting in beneficial ownership of 5,725 shares held directly. The filing notes that the 63,740-share figure does not reflect a 1:8 reverse stock split that Northann effected on October 7, 2025.
Northann Corp (NCL) filed its Q3 2025 10‑Q, reporting a sharp swing to losses as tariffs and higher input costs pressured results. Q3 revenue was $3,545,412 (up 38.6% year over year), but gross margin fell to -40.6%, driving a net loss of $8,799,313 for the quarter. For the nine months, revenue was $8,689,360 with a net loss of $13,691,600.
Cash was $40,883 and the company reported a working capital deficit of $2,427,539. Management disclosed that these conditions “gave rise to substantial doubt” about continuing as a going concern. Unearned revenue reached $1,594,981, current loans were $1,279,857, and non‑current loans increased to $2,923,281.
Results were affected by higher U.S. tariffs on goods imported from China (Q3 tariffs $251,728) and customer concentration; one customer accounted for about 82% of nine‑month revenue. On October 7, 2025, the company effected a 1‑for‑8 reverse stock split. As of November 12, 2025, 22,724,784 common shares and 1,250,000 Series A preferred shares were outstanding.
Northann Corp. (NCL) filed an amended S-1 to register the resale of up to 15,000,000 shares of common stock by selling stockholders, as adjusted to reflect the 1-for-8 reverse stock split effected on October 7, 2025. These shares were previously issued and may be sold from time to time in public or private transactions at prevailing or negotiated prices.
Northann is not selling any shares and will receive no proceeds from sales by the selling stockholders; they will receive all sale proceeds. No underwriter has been engaged. The registered shares include up to 5,000,000 shares issued under the Oneflow SPA on March 31, 2025, and up to 10,000,000 shares issued under the X29 SPA on September 3, 2025. Northann’s common stock trades on the NYSE under “NCL”; the last reported sale price on October 23, 2025 was $0.6318 per share.
Northann Corp. (NCL) reported an insider equity award. A director acquired 63,740 shares of common stock on 07/29/2025 with transaction code A, reflecting a grant under the company’s 2023 Equity Incentive Plan as compensation.
The reported price was $0 for the award. Following the transaction, the director beneficially owned 63,740 shares, held directly.
Northann Corp. (NCL) reported an initial insider ownership filing. A director filed a Form 3 stating no securities are beneficially owned as of the event date 01/01/2025. The filing was made by one reporting person.
This is an administrative disclosure under Section 16 and does not reflect any transaction, pricing, or proceeds. It simply establishes the insider’s starting ownership position as zero at the time indicated.
Northann Corp. implemented a 1-for-8 reverse stock split of its common stock and Series A preferred stock, effective
Northann Corp. filed an S-1 registering shares held by existing investors and disclosing corporate, operational and China-related risks. The prospectus registers up to 40,000,000 common shares issuable March 31, 2025 under the Oneflow SPA (five investors, up to 8,000,000 each) and up to 80,000,000 common shares issuable September 3, 2025 under the X29 SPA (five investors, up to 16,000,000 each). The offering is a resale registration by selling stockholders and the company will receive no proceeds from those resales. Management notes concentrated revenue by geography: 99.6% of revenue came from U.S. customers for the six months ended June 30, 2025 and for 2024. The company disclosed PRC legal and regulatory risks, including cybersecurity oversight, restrictions on cross-border capital flows, potential impacts from increased PRC oversight of overseas offerings, and the risk of delisting under U.S. laws if PCAOB inspections are impeded. Corporate governance items include a multi-class structure with Series A Preferred carrying ten votes per share and recent equity restructurings. The Audit Committee appointed LAO Professionals as independent registered public accountants for 2024 and 2025 audits.
Northann Corp. will implement an 8-for-1 reverse stock split effective October 7, 2025, so every eight shares of Common or Preferred Stock issued and outstanding will be converted into one share. The split will be applied uniformly to all outstanding Common and Preferred shares using the same exchange ratio.
The company will amend its charter and the Certificate of Designation for Preferred Stock to reflect the split while leaving the number of authorized shares and the par value unchanged. Fractional shares resulting from the conversion will be rounded up so that each affected stockholder receives the additional fraction necessary to hold a whole share.
Northann Corp. closed a previously announced private placement with X29 LLC (lead) and four passive investors, issuing an aggregate 80,000,000 shares of common stock on September 3, 2025. The closing price was set at $0.14284 per share based on the five-day average prior to the closing, and each purchaser wired $2,285,440 as payment. After the issuance the company reported 175,464,400 shares outstanding. The company stated it intends to use the proceeds for working capital. Shareholder approval and NYSE American approval had been obtained earlier.
Northann Corp. (NCL) notified the SEC via Form 12b-25 that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company said it could not obtain the necessary review of the Form 10-Q and requires additional time to compile and verify required data. It states all other periodic reports in the prior 12 months are current and that it does not anticipate a significant change in results. Contact: Lin Li, CEO, (916) 573 3803.
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