false0001923780SC 0001923780 2024-12-31 2024-12-31
 
 
 
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): December 31, 2024
 
NORTHANN CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-56051
 
82-2911016
(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
 
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 5.07 Submission of Matters to a Vote of Security Holders.
 
On December 31, 2024, Northann Corp. (the “Company”) held its Annual General Meeting of Stockholders (the “Annual General Meeting”). The matters voted on at the Annual General Meeting were: (i) the election of five directors to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified; (ii) the ratification of WWC, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024; (iii) the adoption of the proposal to authorize the Board of Directors of the Company (the “Board”), in its discretion, a reverse stock split of all of the Company’s issued and outstanding common stock, par value $0.0001 per share (with no change to the authorized capital stock of the Company), at a specific ratio, ranging from one-for-three (1:3) to one-for-twenty (1:20), with the timing and ratio to be determined by the Board if effected (the “Reverse Split Proposal”); (iv) the adoption of the proposal to approve for purposes of complying with Section 713(a) of the NYSE Company Guide, the issuance of 40,000,000 shares of common stock in connection with the Securities Purchase Agreement dated December 6, 2024 and entered with Oneflow LLC as the lead investor and other investors, which would result in issuances of securities of over 20% of the issued and outstanding shares of common stock (the “
Oneflow Stock Issuance Proposal”)
; (v) the adoption of the proposal to approve for purposes of complying with Section 713(a) of the NYSE Company Guide, the issuance of 80,000,000 shares of common stock in connection with the Securities Purchase Agreement dated December 6, 2024 and entered with X29 LLC as the lead investor and other investors, which would result in issuances of securities of over 20% of the issued and outstanding shares of common stock (the “
X29 Stock Issuance Proposal”)
; and (vi) the adoption of the proposal to amend the terms of the Company’s 2023 Equity Incentive Plan to provide for an additional 8,000,000 shares to be issued in connection with awards granted thereunder (the “
Amendment to Plan Proposal”)
.
 
The voting results for each item of business voted upon at the Annual General Meeting were as follows:
 
1.
The votes cast with respect to the proposal to elect five directors, Lin Li, Kurtis W. Winn, Bradley C. Lalonde, Umesh Patel, and Jing Zhang, as directors of the Company to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified, were as follows:
 
 
 
FOR
 
WITHHELD
 
BROKER NON-
VOTES
Lin Li
 
64,793,869
 
132,644
 
0
Kurtis W. Winn
 
64,796,818
 
129,695
 
0
Bradley C. Lalonde
 
64,763,872
 
162,641
 
0
Umesh Patel
 
64,792,541
 
133,972
 
0
Jing Zhang
 
64,789,224
 
137,289
 
0
 
As a result, the stockholders elected each nominee to serve as a director of the Company.
 
2.
The votes cast with respect to the ratification of appointment of independent auditors were as follows:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-
VOTES
64,854,715
 
59,813
 
11,985
 
0
 
As a result, the stockholders ratified the appointment of independent auditors.
 
3.
The votes cast with respect to the Stock Reverse Split Proposal were as follows:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-
VOTES
64,688,900
 
177,090
 
60,523
 
0
 
2
 
As a result, the stockholders approved the Stock Reverse Split Proposal.
 
4.
The votes cast with respect to the Oneflow Stock Issuance Proposal were as follows:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-
VOTES
64,696,321
 
169,267
 
60,925
 
0
 
As a result, the stockholders approved the Oneflow Stock Issuance Proposal.
 
5.
The votes cast with respect to the X29 Stock Issuance Proposal were as follows:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-
VOTES
64,693,333
 
171,625
 
61,555
 
0
 
As a result, the stockholders approved the X29 Stock Issuance Proposal.
 
6.
The votes cast with respect to the Amendment to Plan Proposal were as follows:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-
VOTES
64,610,928
 
264,460
 
51,126
 
0
 
As a result, the stockholders approved the Amendment to Plan Proposal.
 
 
3
 
 
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: January 2, 2025
By:
/s/ Lin Li
 
Name:
Lin Li
 
Title:
Chief Executive Officer
 
 
4
 
 
 
 
v3.24.4
Cover Page
Dec. 31, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 31, 2024
Entity Registrant Name NORTHANN CORP.
Entity Central Index Key 0001923780
Entity Incorporation, State or Country Code NV
Entity File Number 000-56051
Entity Tax Identification Number 82-2911016
Entity Address, Address Line One 2251 Catawba River Rd.
Entity Address, City or Town Fort Lawn
Entity Address, State or Province SC
Entity Address, Postal Zip Code 29714
City Area Code 916
Local Phone Number 573 3803
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol NCL
Security Exchange Name NYSEAMER
Entity Emerging Growth Company true
Entity Ex Transition Period false
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