Northann Corp. Files 8-K: Material Agreement & Equity Sales
Ticker: NCL · Form: 8-K · Filed: Oct 15, 2024 · CIK: 1923780
| Field | Detail |
|---|---|
| Company | Northann CORP. (NCL) |
| Form Type | 8-K |
| Filed Date | Oct 15, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001, $20 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, financials
TL;DR
Northann Corp. filed an 8-K on Oct 11, 2024, detailing a material agreement and equity sales. Details pending.
AI Summary
On October 11, 2024, Northann Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this excerpt.
Why It Matters
This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.
Key Players & Entities
- Northann Corp. (company) — Registrant
- October 11, 2024 (date) — Date of earliest event reported
- 9820 Dino Drive, Suite 110, Elk Grove, CA 95624 (address) — Principal Executive Office
FAQ
What is the nature of the material definitive agreement entered into by Northann Corp. on October 11, 2024?
The filing states that Northann Corp. entered into a material definitive agreement on October 11, 2024, but the specific details of this agreement are not provided in the excerpt.
What type of equity securities were sold in the unregistered sales reported by Northann Corp.?
The filing mentions unregistered sales of equity securities, but the specific type and details of these securities are not disclosed in the provided text.
What are the key financial statements and exhibits filed by Northann Corp. with this 8-K?
The filing indicates that financial statements and exhibits were included, but the specific content or nature of these documents is not detailed in the excerpt.
What is Northann Corp.'s primary business as indicated by its SIC code?
Northann Corp.'s Standard Industrial Classification (SIC) code is 3089, which corresponds to PLASTICS PRODUCTS, NEC (Not Elsewhere Classified).
Where is Northann Corp.'s principal executive office located?
Northann Corp.'s principal executive office is located at 9820 Dino Drive, Suite 110, Elk Grove, CA 95624.
Filing Stats: 731 words · 3 min read · ~2 pages · Grade level 10.1 · Accepted 2024-10-15 16:26:22
Key Financial Figures
- $0.001 — ange on which registered Common Stock, $0.001 par value NCL NYSE American LLC I
- $20 m — ined in the SPA) equals to or exceeds US$20 million, upon request by the Seller, the
Filing Documents
- ncl-20241011.htm (8-K) — 70KB
- or046_ex10-1.htm (EX-10.1) — 878KB
- 0001575872-24-001083.txt ( ) — 1186KB
- ncl-20241011.xsd (EX-101.SCH) — 4KB
- ncl-20241011_cal.xml (EX-101.CAL) — 1KB
- ncl-20241011_def.xml (EX-101.DEF) — 11KB
- ncl-20241011_lab.xml (EX-101.LAB) — 16KB
- ncl-20241011_pre.xml (EX-101.PRE) — 12KB
- ncl-20241011_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On October 11, 2024, Northann Corp. (the "Company"), approved by its board of directors, entered into a share purchase agreement (the "SPA") with Chuntao Li (the "Seller"), pursuant to which the Seller has agreed to transfer to the Company all of the outstanding shares of Cedar Modern Limited, a company incorporated under the laws of Hong Kong, in exchange for the issuance of 4,484,400 shares (the "Consideration Shares") of the Company's common stock, par value $0.001 per share ("Common Stock") to the Seller (the "Transaction"). Under Section 1.6 of the SPA, in the event that the amount of revenue for the first three (3) months immediately after the closing of the Transaction that is sourced by the Seller and the Key Employees (as defined in the SPA) equals to or exceeds US$20 million, upon request by the Seller, the Company shall file with the SEC a registration statement or registration statements (as is necessary) on Form S-1 or S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Consideration Shares. The Consideration Shares were offered and sold in a transaction not involving a public offering and in compliance with exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Transaction was closed on October 14, 2024. After the issuance of the Consideration Shares, the Company has 28,977,490 shares of Common Stock outstanding. The foregoing description of the SPA is only a summary and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in Item 1.01 and Item 3.02.
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Share Purchase Agreement, dated as of October 11, 2024, by and between Northann Corp. and Chuntao Li 104 Cover Page Interactive Data File 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: October 15, 2024 By: /s/ Lin Li Name: Lin Li Title: Chief Executive Officer 3