Northann Corp. Reports Unregistered Equity Sales
Ticker: NCL · Form: 8-K · Filed: Jun 27, 2024 · CIK: 1923780
Sentiment: neutral
Topics: unregistered-sales, equity-securities, 8-k
TL;DR
Northann sold unregistered equity, details TBD.
AI Summary
Northann Corp. filed an 8-K on June 27, 2024, reporting unregistered sales of equity securities on June 22, 2024. The filing does not specify the number of shares sold or the price per share, but it indicates a transaction occurred under the Securities Exchange Act of 1934.
Why It Matters
This filing indicates potential dilution or new equity issuance by Northann Corp., which could impact existing shareholders and the company's capital structure.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes signal financial distress or a need for capital, and the lack of specific details in this initial report warrants caution.
Key Players & Entities
- Northann Corp. (company) — Registrant
- June 22, 2024 (date) — Date of earliest event reported
- June 27, 2024 (date) — Filing date
- 9820 Dino Drive, Suite 110, Elk Grove, CA 95624 (address) — Principal Executive Office
FAQ
What type of equity securities were sold?
The filing does not specify the type of equity securities sold, only that they were unregistered.
How many shares were sold?
The filing does not disclose the number of shares sold.
At what price were the shares sold?
The filing does not provide information on the sale price of the equity securities.
Under which exemption from registration were these securities sold?
The filing indicates unregistered sales but does not specify the exemption relied upon.
Who were the purchasers of these unregistered equity securities?
The filing does not identify the purchasers of the unregistered equity securities.
Filing Stats: 526 words · 2 min read · ~2 pages · Grade level 11 · Accepted 2024-06-27 17:01:15
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value NCL NYSE American LLC I
- $5,000 — , and Treasurer, for a consideration of $5,000. No stockholder approval was required.
Filing Documents
- ncl-20240622.htm (8-K) — 68KB
- 0001575872-24-000726.txt ( ) — 209KB
- ncl-20240622.xsd (EX-101.SCH) — 4KB
- ncl-20240622_cal.xml (EX-101.CAL) — 1KB
- ncl-20240622_def.xml (EX-101.DEF) — 12KB
- ncl-20240622_lab.xml (EX-101.LAB) — 16KB
- ncl-20240622_pre.xml (EX-101.PRE) — 13KB
- ncl-20240622_htm.xml (XML) — 4KB
02. Unregistered Sale of Equity Securities
Item 3.02. Unregistered Sale of Equity Securities On June 22, 2024, pursuant to the Articles of Incorporation of Northann Corp. (the "Company"), as amended from time to time, the board of directors of the Company authorized the issuance of 5,000,000 shares of designated but unissued series A preferred stock, par value $0.001 per share ("Series A Preferred Stock") to Lin Li, the Company's Chairman of the Board, Chief Executive Officer, President, Secretary, and Treasurer, for a consideration of $5,000. No stockholder approval was required. After this issuance effective June 22, 2024, the number of shares of Series A Preferred Stock owned by Lin Li increased from 5,000,000 to 10,000,000, representing all issued and outstanding shares of Series A Preferred Stock of the Company. Each share of Series A Preferred Stock is entitled to ten votes on any matter on which action of the stockholders of the Company is sought. The Company relied upon an exemption from registration in accordance with Section 4(2) of the Securities Act of 1933. 2
SIGNATURES
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: June 27, 2024 By: /s/ Lin Li Name: Lin Li Title: Chief Executive Officer 3