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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


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
 
 
EX-3.1 2 ncl097_ex3-1.htm EXHIBIT 3.1

 


Exhibit 3.1

 

FRANCISCO V. AGUILAR

Secretary of State

 

RUBEN J. RODRIGUEZ

Deputy Secretary for Southern Nevada


2250 Las Vegas Blvd North, Suite 400

North Las Vegas, NV 89030

Telephone (702) 486-2880

Fax (702) 486-2452

STATE OF NEVADA

OFFICE OF THE

SECRETARY OF STATE

GABRIEL DI CHIARA

Chief Deputy Secretary of State

 

DEANNA L. REYNOLDS

Deputy Secretary for Commercial Recordings

 

401 N. Carson Street

Carson City, NV 89701

Telephone (775) 684-5708

Fax (775) 684-7141

 

Business Entity - Filing Acknowledgement

 

 

 

10/06/2025

 

Work Order Item Number:

W2025100600430-4764678

Filing Number:

20255221318

Filing Type:

Amendment After Issuance of Stock

Filing Date/Time:

10/3/2025 3:42:00 PM

Filing Page(s):

3

 

Indexed Entity Information:

 

 

 

Entity ID: E22088812022-7

Entity Name: Northann Corp.

 

 

Entity Status: Active

Expiration Date: None

 

Commercial Registered Agent

 

VCORP SERVICES, LLC

 

701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. 

 

 

Respectfully,

 


 

FRANCISCO V. AGUILAR

 

Secretary of State

 

Page 1 of 1

Commercial Recording

 

2250 Las Vegas Blvd North

401 N. Carson Street

1 State of Nevada Way

North Las Vegas, NV 89030

Carson City, NV 89701

Las Vegas, NV 89119

 

 

 



 


 

 



 

 

ADDENDUM

TO

ARTICLES OF INCORPORATION

OF

NORTHANN CORP.

(the “Corporation”)

 

Article 8 of the Articles of Incorporation is hereby amended by the addition of the following:

 

On October 7, 2025, effective at 12:01 a.m. EDT (the “Effective Time”), each eight (8) shares of the Corporation’s Common Stock, $0,001 par value (the “Common Stock”), issued and outstanding or held as treasury stock at such time shall, without further action on the part of the Corporation or holder thereof, be combined into one (1) validly issued, fully paid, and non­assessable share of Common Stock (the “Reverse Stock Split”), subject to the treatment of fractional share interests as describe below. The par value of the Common Stock following the Reverse Stock Split shall remain at $0,001 per share. No fractional shares shall be issued upon the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fractional share of Common Stock, the Corporation shall in lieu of issuing any such fractional share round up such fractional share to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to elimination of fractional share interests as described above.

 

 

 

 



NEVADA STATE BUSINESS LICENSE

 

Northann Corp.

 

Nevada Business Identification # NV20222410777

Expiration Date: 03/31/2026

 

In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.

 

Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.

 

License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.

 

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 10/06/2025.

 

Certificate Number: B202510066150807

 

You may verify this certificate

FRANCISCO V. AGUILAR

online at https://www.nvsilverflume.gov/home

Secretary of State

 

EX-3.2 3 ncl097_ex3-2.htm EXHIBIT 3.2


Exhibit 3.2


FRANCISCO V. AGUILAR

Secretary of State

 

RUBEN J. RODRIGUEZ

Deputy Secretary for Southern Nevada

 

2250 Las Vegas Blvd North, Suite 400

North Las Vegas, NV 89030

Telephone (702) 486-2880

Fax (702) 486-2452

STATE OF NEVADA 

 

OFFICE OF THE

SECRETARY OF STATE

GABRIEL DI CHIARA

Chief Deputy Secretary of State

 

DEANNA L. REYNOLDS

Deputy Secretary for Commercial Recordings

 

401 N. Carson Street

Carson City, NV 89701

Telephone (775) 684-5708

Fax (775) 684-7141

 

Business Entity - Filing Acknowledgement

 

 

 

10/03/2025

 

Work Order Item Number:

W2025100301164-4761657

Filing Number:

20255219348

Filing Type:

Amended Certification of Stock Designation After

Issuance of Class/Series

Filing Date/Time:

10/3/2025 9:22:00 AM

Filing Page(s):

3

 

Indexed Entity Information:

 

 

 

Entity ID: E22088812022-7

Entity Name: Northann Corp.

 

 

Entity Status: Active

Expiration Date: None

 

Commercial Registered Agent

VCORP SERVICES, LLC

701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

 

 

Respectfully,

 


 

FRANCISCO V. AGUILAR

 

Secretary of State

 

Page 1 of 1

Commercial Recording

 

2250 Las Vegas Blvd North

401 N. Carson Street

1 State of Nevada Way

North Las Vegas, NV 89030

Carson City, NV 89701

Las Vegas, NV 89119

 

 

 

 




 

 

 

ADDENDUM

TO

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF DESIGNATION

OF

NORTHANN CORP.

 

The second paragraph of the Certificate of Designation of Series A Preferred Stock is hereby amended by the addition of the following:

 

On October 7, 2025, effective at 12:01 a.m. EDT (the “Effective Time”), each eight (8) shares of the Corporation’s Series A Preferred Stock, $0,001 par value (the “Series A Stock”), issued and outstanding or held as treasury stock at such time shall, without further action on the part of the Corporation or holder thereof, be combined into one (1) validly issued, fully paid, and non-assessable share of the Series A Stock (the “Reverse Stock Split”), subject to the treatment of fractional share interests as describe below. The par value of the Series A Stock following the Reverse Stock Split shall remain at $0,001 per share. No fractional shares shall be issued upon the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fractional share of Series A Stock, the Corporation shall in lieu of issuing any such fractional share round up such fractional share to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Series A Stock (an “Old Certificate”) shall thereafter represent that number of shares of Series A Stock into which the shares of Series A Stock represented by the Old Certificate shall have been combined, subject to elimination of fractional share interests as described above.

 

 

EX-3.3 4 ncl097_ex3-3.htm EXHIBIT 3.3

 

Exhibit 3.3

 

 

  

STATE OF NEVADA

 

 

 

 

 

 

 

FRANCISCO V. AGUILAR

Secretary of State

 


 

GABRIEL DI CHIARA

Chief Deputy Secretary of State

 

 

 

 

 

RUBEN J. RODRIGUEZ

Deputy Secretary for Southern Nevada

2250 Las Vegas Blvd North, Suite 400

North Las Vegas, NV 89030

Telephone (702) 486-2880

Fax (702) 486-2452

 

OFFICE OF THE

SECRETARY OF STATE

 

DEANNA L. REYNOLDS

Deputy Secretary for Commercial Recordings

401 N. Carson Street

Carson City, NV 89701

Telephone (775) 684-5708

Fax (775) 684-7141

 

Business Entity - Filing Acknowledgement

10/07/2025

 

Work Order Item Number:

W2025100700339-4767242

Filing Number:

20255224180

Filing Type:

Certificate of Correction

Filing Date/Time:

10/7/2025 8:34:00 AM

Filing Page(s):

2

 


Indexed Entity Information:


Entity ID: E22088812022-7

Entity Name: Northann Corp.

Entity Status: Active

Expiration Date: None

 

Commercial Registered Agent

 

VCORP SERVICES, LLC

 

701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

 

 

Respectfully,

 


 

 

 

FRANCISCO V. AGUILAR

Secretary of State

 

 

Page 1 of 1  

 

 

Commercial Recording

 

2250 Las Vegas Blvd North

North Las Vegas, NV 89030

401 N. Carson Street

Carson City, NV 89701

1 State of Nevada Way

Las Vegas, NV 89119

 

 


 

EX-3.4 5 ncl097_ex3-4.htm EXHIBIT 3.4

 

Exhibit 3.4

 

 

  

STATE OF NEVADA

 

 

 

 

 

 

 

FRANCISCO V. AGUILAR

Secretary of State

 


 

GABRIEL DI CHIARA

Chief Deputy Secretary of State

 

 

 

 

 

RUBEN J. RODRIGUEZ

Deputy Secretary for Southern Nevada

 

2250 Las Vegas Blvd North, Suite 400

North Las Vegas, NV 89030

Telephone (702) 486-2880

Fax (702) 486-2452

 

OFFICE OF THE

SECRETARY OF STATE

 

DEANNA L. REYNOLDS

Deputy Secretary for Commercial Recordings

 

401 N. Carson Street

Carson City, NV 89701

Telephone (775) 684-5708

Fax (775) 684-7141

 

Business Entity - Filing Acknowledgement

10/07/2025

 

Work Order Item Number:

W2025100700353-4767256

Filing Number:

20255224191

Filing Type:

Certificate of Correction

Filing Date/Time:

10/7/2025 8:40:00 AM

Filing Page(s):

2

 

 

Indexed Entity Information:

 

Entity ID: E22088812022-7

Entity Name: Northann Corp.

Entity Status: Active

Expiration Date: None

 

Commercial Registered Agent

 

VCORP SERVICES, LLC

 

701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

 

 

Respectfully,

 


 

 

 

FRANCISCO V. AGUILAR

 

Secretary of State

 

 

 Page 1 of 1

 

 

Commercial Recording

 

 

 

 

2250 Las Vegas Blvd North

North Las Vegas, NV 89030

401 N. Carson Street

Carson City, NV 89701

1 State of Nevada Way

Las Vegas, NV 89119