Northann Corp. Files 8-K: Material Agreement, Equity Sales
Ticker: NCL · Form: 8-K · Filed: Dec 23, 2024 · CIK: 1923780
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
TL;DR
Northann Corp. filed an 8-K detailing a material agreement and equity sales. Watch for more details.
AI Summary
Northann Corp. filed an 8-K on December 23, 2024, reporting on events that occurred on December 20, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. Specific details regarding the agreement and sales are not elaborated in the provided text.
Why It Matters
This 8-K filing signals significant corporate activity for Northann Corp., including a new material agreement and equity transactions, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities and entry into a material definitive agreement, which can introduce complexities and potential risks if not properly disclosed or managed.
Key Players & Entities
- Northann Corp. (company) — Registrant
- December 20, 2024 (date) — Date of earliest event reported
- December 23, 2024 (date) — Filing date
- Nevada (jurisdiction) — State of incorporation
- 2251 Catawba River Rd Fort Lawn, SC 29714 (address) — Principal Executive Office
FAQ
What is the nature of the material definitive agreement entered into by Northann Corp.?
The provided text states that Northann Corp. entered into a material definitive agreement, but does not specify the details or terms of this agreement.
What were the details of the unregistered sales of equity securities by Northann Corp.?
The filing indicates unregistered sales of equity securities occurred, but the specific number of shares, price, or terms of these sales are not detailed in the provided excerpt.
When did the events reported in this 8-K filing occur?
The earliest event reported in this 8-K filing occurred on December 20, 2024.
What is Northann Corp.'s principal executive office address?
Northann Corp.'s principal executive office is located at 2251 Catawba River Rd, Fort Lawn, SC 29714.
What is the SIC code for Northann Corp.?
Northann Corp.'s Standard Industrial Classification (SIC) code is 3089, which corresponds to PLASTICS PRODUCTS, NEC.
Filing Stats: 711 words · 3 min read · ~2 pages · Grade level 10.4 · Accepted 2024-12-23 16:15:09
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value NCL NYSE American LLC I
- $0.15 — d such shares, the "Caitlin Shares") at $0.15 per share, with the total consideration
- $1,350,000 — share, with the total consideration of $1,350,000. The transaction was closed on December
Filing Documents
- ncl-20241220.htm (8-K) — 77KB
- or061_ex10-1.htm (EX-10.1) — 224KB
- 0001575872-24-001276.txt ( ) — 483KB
- ncl-20241220.xsd (EX-101.SCH) — 4KB
- ncl-20241220_cal.xml (EX-101.CAL) — 1KB
- ncl-20241220_def.xml (EX-101.DEF) — 13KB
- ncl-20241220_lab.xml (EX-101.LAB) — 17KB
- ncl-20241220_pre.xml (EX-101.PRE) — 13KB
- ncl-20241220_htm.xml (XML) — 5KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On December 20, 2024, Northann Corp. (the "Company") entered into a securities purchase agreement with Caitlin Xu Kang as the lead investor and other passive investors (the "Caitlin SPA"), pursuant to which the Company agreed to sell common stock to these investors (the "Caitlin Purchasers") in a private placement transaction (the "Caitlin Private Placement"). Pursuant to the Caitlin SPA, the Company agreed to transfer, assign, set over and deliver to the Caitlin Purchasers and the Caitlin Purchasers agreed, severally and not jointly, to acquire from the Company in the aggregate 9,000,000 shares of common stock of the Company, par value $0.001 per share ("Common Stock," and such shares, the "Caitlin Shares") at $0.15 per share, with the total consideration of $1,350,000. The transaction was closed on December 20, 2024. The Company had 55,464,400 shares of Common Stock outstanding after the issuance of the Caitlin Shares. The Company plans to use the proceeds from the Caitlin Private Placement as working capital. Each Caitlin Purchaser understands that the Caitlin Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such Caitlin Purchaser will not sell or otherwise dispose of the Caitlin Shares without registration under the Securities Act, and under applicable state securities or "Blue Sky" laws, or pursuant to an exemption therefrom. The foregoing descriptions of the Caitlin SPA do not purport to be complete and is qualified in its entirety by reference to the form of Caitlin SPA filed as Exhibits 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. The disclosures 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 10.1 Form of Securities Purchase Agreement by and between the Company and Caitlin Xu Kang as the lead investor and other passive investors dated December 20, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 1
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 23, 2024 By: /s/ Lin Li Name: Lin Li Title: Chief Executive Officer 2