Northann Corp. Files 8-K on Material Agreement
Ticker: NCL · Form: 8-K · Filed: Dec 6, 2024 · CIK: 1923780
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
TL;DR
Northann Corp. filed an 8-K on Dec 6, 2024, reporting a material definitive agreement and equity sales.
AI Summary
On December 6, 2024, Northann Corp. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Nevada and its principal executive office is located in Elk Grove, California.
Why It Matters
This 8-K filing indicates significant corporate activity, including a material definitive agreement and potential equity transactions, which could impact investors' understanding of the company's current status and future prospects.
Risk Assessment
Risk Level: medium — The filing involves unregistered sales of equity securities, which can introduce dilution and uncertainty for existing shareholders.
Key Players & Entities
- Northann Corp. (company) — Registrant
- December 6, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of Incorporation
- 9820 Dino Drive, Suite 110, Elk Grove, CA 95624 (address) — Principal Executive Office
- 916-573-3803 (phone_number) — Registrant's telephone number
FAQ
What is the nature of the material definitive agreement filed by Northann Corp.?
The filing does not specify the details of the material definitive agreement, only that one has been entered into.
What type of equity securities were sold in the unregistered sale?
The filing does not specify the type of equity securities involved in the unregistered sale.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on December 6, 2024.
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.
What is Northann Corp.'s fiscal year end?
Northann Corp.'s fiscal year ends on December 31.
Filing Stats: 1,368 words · 5 min read · ~5 pages · Grade level 12.9 · Accepted 2024-12-06 17:09:44
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value NCL NYSE American LLC I
Filing Documents
- ncl-20241206.htm (8-K) — 93KB
- or057_ex10-1.htm (EX-10.1) — 314KB
- or057_ex10-2.htm (EX-10.2) — 106KB
- or057_ex10-3.htm (EX-10.3) — 215KB
- or057_ex10-4.htm (EX-10.4) — 102KB
- 0001575872-24-001243.txt ( ) — 1066KB
- ncl-20241206.xsd (EX-101.SCH) — 4KB
- ncl-20241206_cal.xml (EX-101.CAL) — 1KB
- ncl-20241206_def.xml (EX-101.DEF) — 11KB
- ncl-20241206_lab.xml (EX-101.LAB) — 16KB
- ncl-20241206_pre.xml (EX-101.PRE) — 12KB
- ncl-20241206_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Oneflow Private Placement Oneflow Share Purchase Agreement On December 6, 2024, Northann Corp. (the "Company") entered into a securities purchase agreement with Oneflow LLC as the lead investor and four other passive investors (the "Oneflow SPA"), pursuant to which the Company agreed to sell common stock to various purchasers (the "Oneflow Purchasers") in a private placement transaction (the "Oneflow Private Placement"). Pursuant to the Oneflow SPA, the Company agreed to transfer, assign, set over and deliver to the Oneflow Purchasers and the Oneflow Purchasers agreed, severally and not jointly, to acquire from the Company in the aggregate 40,000,000 shares of common stock of the Company, par value $0.001 per share ("Common Stock", and such shares, the "Oneflow Shares") at the average of the closing prices for the five trading days immediately prior to the Closing per share. There will be 86,464,400 shares of Common Stock outstanding after the issuance of the Oneflow Shares, assuming no other shares are issued after December 6, 2024. The closing of the Oneflow Private Placement is subject to certain closing conditions, including but not limited to the approval of the Company's stockholders and sixty calendar days after the approval of NYSE American. After the closing conditions are met, the Oneflow Purchasers should make immediate payment equal to such Oneflow Purchaser's subscription amount. When the payment is made, the Company shall deliver a request to its transfer agent who shall issue to each Oneflow Purchaser certificates or statements representing the Oneflow Shares subscribed by such Oneflow Purchaser. The Company plans to use the proceeds from the Oneflow Private Placement as working capital. Each Oneflow Purchaser understands that the Oneflow Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such Oneflow Purchaser will not sell or otherwise di
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 Form of Share Purchase Agreement by and between the Company and Oneflow LLC as the lead investor and other investors dated December 6, 2024 10.2 Form of Registration Rights Agreement by and between the Company and Oneflow LLC as the lead investor and other investors dated December 6, 2024 10.3 Form of Share Purchase Agreement by and between the Company and X29 LLC as the lead investor and other investors dated December 6, 2024 10.4 Form of Registration Rights Agreement by and between the Company and X29 LLC as the lead investor and other investors dated December 6, 2024 104 Cover Page Interactive Data File 3
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: December 6 , 2024 By: /s/ Lin Li Name: Lin Li Title: Chief Executive Officer 4