Northann Corp.

12/23/2025 | Press release | Distributed by Public on 12/23/2025 10:24

Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.
Financing and Strategic Planning Advisory Agreement with Linkun Investment LLC
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.
Operation and Strategic Planning Advisory Agreement with Lu Wang
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
is
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.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
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