8-K

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): September 3, 2025

NORTHANN CORP.

(Exact name of registrant as specified in its charter)

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:

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

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 3.02. Unregistered Sales of Equity Securities.

As previously disclosed by Northann Corp. (the “Company”) on December 6, 2024, the Company entered into a securities purchase agreement with X29 LLC as the lead investor and four other passive investors (the “X29 SPA”), pursuant to which the Company agreed to sell common stock to various purchasers (the “X29 Purchasers”) in a private placement transaction (the “X29 Private Placement”). The closing of the Oneflow Private Placement was subject to certain closing conditions, including but not limited to the approval of the Company’s stockholders and sixty calendar days after the approval of NYSE American.

On December 31, 2024, the Company’s stockholders approved the share issuance. On January 13, 2025, NYSE approved the share issuance. As of September 3, 2025, each X29 Purchaser wired $2,285,440 to the Company as the payment for the X29 Private Placement. Pursuant to the X29 SPA, the closing price was $0.14284 per share, calculated from the average of the closing price of the Company’s shares of common stock on the five trading days immediately prior to the closing of the X29 Private Placement, from August 26, 2025 to September 2, 2025. On September 3, 2025, the Company issued 16,000,000 shares of common stock to each X29 Purchaser, or an aggregate of 80,000,000 shares of common stock to the X29 Purchasers, and closed the X29 Private Placement. The Company had 175,464,400 shares of common stock outstanding after the issuance. The Company plans to use the proceeds from the X29 Private Placement as working capital.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

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.