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 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”)X29 Stock Issuance Proposal”)Amendment to Plan Proposal”)

 

The voting results for each item of business voted upon at the Annual General Meeting were as follows:

 

 

As a result, the stockholders elected each nominee to serve as a director of the Company.

 

 

 

As a result, the stockholders ratified the appointment of independent auditors.

 

 

 

 

As a result, the stockholders approved the Stock Reverse Split Proposal.

 

 

 

As a result, the stockholders approved the Oneflow Stock Issuance Proposal.

 

 

 

As a result, the stockholders approved the X29 Stock Issuance Proposal.

 

 

 

As a result, the stockholders approved the Amendment to Plan Proposal.

 

 

 

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.