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. entered into two equity-funded technology agreements. It signed an asset purchase agreement with Kingsford Consultancy Ltd. under which Kingsford will provide proprietary supply chain management software and related intellectual property. Northann will pay $5,000,000 by issuing 12,500,000 common shares at $0.40 per share, with closing subject to stockholder and NYSE American approval.
Northann also signed a development agreement with Asia Resource Holdings Limited for the NCL Customized Intelligent Decoration Platform and related intellectual property. As consideration, Northann will issue 15,000,000 common shares at $0.40 per share, in two tranches of 8,000,000 and 7,000,000 shares. Both issuances rely on the Section 4(a)(2) exemption, and the shares will be restricted and issued to non-affiliate designees for investment purposes.
Northann Corp. (NCL) reported an insider equity award for director Bradley C. Lalonde on a Form 4. On 11/17/2025, he acquired 6,870 shares of common stock at $0, granted as compensation under the company’s 2023 Equity Incentive Plan. Following this grant, he beneficially owns 31,527 common shares directly. The company previously completed a 1-for-8 reverse stock split on October 7, 2025, which adjusted his holdings from 197,247 shares to 24,657 shares before the subsequent share issuance noted in November 2025.
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 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.
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.