Northann Corp. 8-K

What Happened
Northann Corp. filed an 8-K on Jan 2, 2026 reporting the results of its December 31, 2025 annual general meeting. Stockholders elected five directors (Lin Li, Kurtis W. Winn, Bradley C. Lalonde, Umesh Patel, Jing Zhang) and approved several material proposals: (1) a board-authorized reverse stock split at a ratio to be chosen by the Board between 1-for-3 and 1-for-20; (2) an amendment adding 2,000,000 shares to the Company’s 2023 Equity Incentive Plan; (3) approval to issue 12,500,000 shares to a Kingsford designee (per the Nov 23, 2025 asset purchase agreement); and (4) approval to issue 15,000,000 shares to an Asia Resource designee (per the Nov 23, 2025 development agreement). Stockholders also ratified LAO Professionals as the Company’s independent auditors for 2025.

Key Details

• Meeting date and filing: Annual meeting held Dec 31, 2025; Form 8-K filed Jan 2, 2026.
• Reverse split approval vote: 24,136,220 FOR, 293,814 AGAINST, 2,343 ABSTAIN. Board may implement a 1:3 to 1:20 reverse split at its discretion.
• Equity plan and issuances: +2,000,000 shares approved for the 2023 Equity Incentive Plan; 12,500,000 shares approved for Kingsford; 15,000,000 shares approved for Asia Resource. Votes for Kingsford: 23,284,292 FOR, 150,881 AGAINST; for Asia Resource: 23,284,259 FOR, 150,914 AGAINST. Broker non-votes were 992,280 on matters requiring shareholder approval.
• Directors and auditors: All five director nominees were elected (each received a majority of votes cast); independent auditor LAO Professionals was ratified (24,321,665 FOR, 107,408 AGAINST).

Why It Matters
These approvals give Northann’s board flexibility to reduce the share count via a reverse split (1:3–1:20), and they authorize significant new share issuances that, if issued, would materially increase outstanding common stock (the Kingsford and Asia Resource issuances alone total 27.5 million shares). For investors, that means potential changes to share price per share, voting power, and dilution of existing ownership depending on whether and how the Board implements the reverse split and completes the approved issuances. The ratification of auditors and election of directors maintain the current governance team responsible for executing these actions.