Northann Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

 

 

 

 

 

 

 

 

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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    

 

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. 

 

 

On

December 18

, 2025, Northann Corp. (the “Company”) entered into a Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC (“Linkun Investment”, and such agreement, the “Linkun Investment Consulting Agreement”).

 

Pursuant to the Linkun Investment Consulting Agreement, Linkun Investment has agreed to provide certain strategic planning advisory services in connection with the Company’s business development during the term of the agreement, which is six months from the date of execution of the Linkun Investment Consulting Agreement, unless otherwise earlier terminated by mutual agreement of the parties.

 

In consideration for agreeing to provide such strategic planning advisory services under the Linkun Investment Consulting Agreement, the Company has agreed to issue and allot 1,800,000 shares of the Company’s common stock, par value $0.001 per share (the “Linkun Investment Compensation Shares”) to

two individuals

 designed by Linkun Investment.

P

ursuant to the Linkun Investment Consulting Agreement, the Linkun Investment Compensation Shares shall only be issued after the NYSE American approves the issuance. The issuance of the Linkun Investment Compensation Shares will be subject to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description of the Linkun Investment Consulting Agreement does not purport to be complete, and is qualified in its entirety by reference to the Linkun Investment Consulting Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

On

December 19

, 2025, the Company entered into an Operation and Strategic Planning Advisory Agreement with Lu Wang (such agreement, the “Lu Wang Consulting Agreement”).

 

Pursuant to the Lu Wang Consulting Agreement, Lu Wang has agreed to provide certain strategic planning consulting services in connection with the Company’s business development during the term of the agreement, which  from July 1, 2025 to June 30, 2026, unless otherwise earlier terminated by mutual agreement of the parties.

 

In consideration for agreeing to provide such strategic planning consulting services under the Lu Wang Consulting Agreement, the Company has agreed to issue and allot 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Lu Wang Compensation Shares”) to

an individual designated by

Lu Wang.

Pursuant to the Lu Wang Consulting Agreement, the Lu Wang Compensation Shares shall only be issued after the NYSE American approves the issuance. The issuance of the Lu Wang Compensation Shares will be subject to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description of the Lu Wang Consulting Agreement does not purport to be complete, and is qualified in its entirety by reference to the Lu Wang Consulting Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K.

 

 

The disclosures contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

 

 

 

(d) Exhibits

  

 

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.