UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41816 NORTHANN CORP. (Exact name of registrant as specified in its charter) Nevada 88-1513509 (State or other jurisdiction of incorpor ...

Company Overview - Northann Corp. is a leader in additive manufacturing and 3D printing technologies for the building materials industry, founded in 2022 and headquartered in Fort Lawn, South Carolina [2] - The company offers innovative flooring, decking, and other construction products through its flagship brand, Benchwick [2] - Northann holds a robust portfolio of over 60 granted or pending patents, highlighting its commitment to innovation and sustainability [2] Financial Disclosure - Northann Corp. disclosed in its annual report on Form 10-K for the fiscal year ended December 31, 2024, that the audit opinion contained a going concern qualification from its independent registered public accounting firm [1] - This announcement was made to comply with NYSE American Company Guide Sections 401(h) and 610(b), requiring separate disclosure of such audit opinions [1] - The announcement does not represent any change or amendment to the company's 2024 audited financial statements or its 2024 annual report on Form 10-K [1]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number: 001-41688 NORTHANN CORP. (Exact name of registrant as specified in its charter) Nevada 88-1513509 (State or other jurisdict ...

Core Viewpoint - Northann Corp. has stated that it is not aware of any new material developments or pending announcements that may be influencing the recent volatility in its stock trading [1] Group 1: Company Overview - Northann Corp. specializes in 3D printing and manufacturing solutions, positioning itself at the forefront of 3D printing technology [2] - The company focuses on innovation, aiming to push the boundaries of manufacturing and design while delivering high-quality products to a global customer base [2] Group 2: Market Activity - The company has acknowledged recent volatile market activity in the trading of its common stock but has not identified any specific factors contributing to this volatility [1]

Core Viewpoint - Northann Corp. is currently not in compliance with NYSE American's continued listing standards due to delayed filings of its Form 10-K for the year ended December 31, 2024, which was due by April 15, 2025 [1][2] Group 1: Compliance and Filing Status - The company received a Filing Delinquency Notification from NYSE Regulation on April 16, 2025, indicating non-compliance with listing standards [1] - Northann filed a Notification of Late Filing on Form 12b-25 on March 31, 2025, explaining the reasons for the delay in filing the Delinquent Report [2] - The company has a six-month Initial Cure Period to file the Delinquent Report with the SEC, during which it can regain compliance [3] Group 2: Potential Consequences - If Northann fails to file the Delinquent Report within the Initial Cure Period, the NYSE may grant an additional six-month period or commence suspension and delisting procedures [3][4] - The Exchange has the discretion to not provide any cure periods or to truncate them if it deems continued listing inadvisable [4] Group 3: Company Overview - Northann Corp. specializes in 3D-printed flooring solutions, operating under the brand "Benchwick" and utilizing recycled ocean plastics in its manufacturing processes [6] - The company offers a range of proprietary solutions, including Infinite Glass, DSE, TruBevel, and MattMaster, primarily in North America and Europe [6]

Core Viewpoint - Norwegian Cruise Line Holdings Ltd. and its subsidiary NCL Corporation Ltd. have entered into note exchange agreements to exchange existing 5.375% Exchangeable Senior Notes due 2025 for newly issued 0.875% Exchangeable Senior Notes due 2030, along with a cash payment [1][2]. Group 1: Transactions Overview - NCL Corporation Ltd. will exchange $285,425,000 in aggregate principal amount of 2025 Notes for $285,425,000 in newly issued 2030 Notes and a cash payment of $51,624,820 [1]. - The cash payment will be funded by proceeds from a concurrent Equity Offering of 2,708,533 ordinary shares at a price of $19.06 per share [2]. - The closing of these transactions is expected around April 7, 2025, with approximately $164,565,000 of the 2025 Notes remaining outstanding post-transaction [3]. Group 2: Notes Details - The 2030 Notes will be general senior unsecured obligations of NCL Corporation Ltd. and guaranteed by Norwegian Cruise Line Holdings Ltd. [4]. - Holders of the 2030 Notes can exchange them at any time before October 15, 2029, and thereafter until the maturity date, with an initial exchange rate of 38.1570 ordinary shares per $1,000 principal amount [4]. - The initial exchange price of approximately $26.21 per ordinary share represents a premium of about 37.5% over the offering price in the Equity Offering [4]. Group 3: Offering and Placement - Barclays Capital Inc. is acting as the exclusive placement agent for the Equity Offering, which is made under an automatic shelf registration statement filed with the SEC [5]. - The 2030 Notes are issued in a private placement relying on the exemption from registration under the Securities Act of 1933 [6].

Core Insights - Northann Corp. has received effective approval for its S-1 registration statement from the U.S. Securities and Exchange Commission, marking a significant milestone in enhancing shareholder value and expanding its presence in the sustainable building materials industry [1][2][3] Company Updates - The S-1 registration statement allows for the resale of up to 30,084,400 shares of common stock, linked to various strategic agreements, including acquisitions and private placements [2] - The effectiveness of the registration is expected to increase the company's float significantly, leading to greater trading volume and more investment opportunities [3] - Northann is focused on driving growth and innovation in the 3D printing sector while providing sustainable, high-quality solutions [3] - The company relocated its headquarters to Fort Lawn, South Carolina, in December 2024, to enhance the integration of innovation, manufacturing, and distribution operations [4] - Northann Corp. specializes in additive manufacturing and 3D printing technologies for the building materials industry, with a portfolio of over 60 granted or pending patents [6]

Financial Performance - Revenues for the three months ended September 30, 2024, were $2,557,585, a 18.4% increase compared to $2,160,258 for the same period in 2023[5] - Gross profit for the nine months ended September 30, 2024, was $4,073,200, significantly up from $889,668 in the same period of 2023, indicating a substantial improvement in profitability[5] - Net income for the three months ended September 30, 2024, was $496,565, compared to a net loss of $2,921,613 for the same period in 2023, marking a turnaround in financial performance[5] - The company reported a net loss of $440,897 for the nine months ended September 30, 2024, compared to a net loss of $3,433,234 for the same period in 2023, indicating a significant improvement[8] - Net loss decreased to $572,851 for the nine months ended September 30, 2024, from $3,433,234 for the same period in 2023, primarily due to increased revenue and decreased expenses[63] Assets and Liabilities - Total assets increased to $14,559,321 as of September 30, 2024, up from $13,618,710 as of December 31, 2023, representing a growth of approximately 6.9%[4] - Total current liabilities decreased to $11,490,524 as of September 30, 2024, down from $12,855,226 as of December 31, 2023, reflecting improved financial management[4] - Total non-current assets increased to $8,524,687 as of September 30, 2024, from $6,813,835 as of December 31, 2023, reflecting ongoing investments in long-term assets[4] - Total liabilities as of September 30, 2024, were $13,170,164, slightly decreased from $13,210,172 as of December 31, 2023[52] - As of September 30, 2024, the company had a working capital deficit of $5,272,085, raising concerns about its liquidity and ability to meet obligations[10] Equity and Capital - Total stockholders' equity rose to $1,389,157 as of September 30, 2024, up from $582,612 as of December 31, 2023, indicating a strengthening balance sheet[4] - The total additional paid-in capital as of September 30, 2024, was $7,850,526, reflecting the capital raised through the IPO[7] - The company completed its initial public offering (IPO) on October 23, 2023, issuing 1,200,000 shares at an offering price of $5.00 per share, with an additional 180,000 shares sold under the over-allotment option[10] Cash Flow - The company generated net cash provided by operating activities of $345,402 for the nine months ended September 30, 2024, compared to a cash outflow of $1,447,563 for the same period in 2023[8] - Cash from operating activities for the nine months ended September 30, 2024, was $217,000, compared to $333,000 in 2023[54] - Ending cash balance as of September 30, 2024, was $587,000, up from $557,000 in the previous year[54] - Net cash used in investing activities was $348,795 for the nine months ended September 30, 2024, compared to $7,642 for the same period in 2023[64] - Net cash used in financing activities was $1,076,360 for the nine months ended September 30, 2024, compared to net cash provided of $1,291,788 for the same period in 2023[64] Expenses - Research and development expenses increased to $1,272,257 for the nine months ended September 30, 2024, compared to $609,476 in the same period of 2023, highlighting a focus on innovation[5] - Operating expenses for the nine months ended September 30, 2024, were $1,709,858, up from $819,446 in the same period of 2023[53] - General and administrative expenses rose by 130% or $1,427,712 to $2,521,940 for the nine months ended September 30, 2024, largely due to share-based compensation and higher professional service fees[61] - Operating lease expenses for the nine months ended September 30, 2024, were $59,617, significantly higher than $21,506 for the same period in 2023[44] Revenue Recognition - Revenue recognized from unearned revenue during the nine months ended September 30, 2024, was $966,158, compared to $1,178,805 for the same period in 2023[15] - Two customers accounted for 66% of the Company's revenues during the nine months ended September 30, 2024, compared to one customer accounting for 54% in 2023[45] - Revenues increased by 17% or $1,605,128 to $11,042,009 for the nine months ended September 30, 2024, compared to $9,436,881 for the same period in 2023[60] Tax and Compliance - The income tax expense for the nine months ended September 30, 2024, was $2,797, a decrease from $5,769 for the same period in 2023[39] - The effective tax rates were (0.64)% for the nine months ended September 30, 2024, compared to (0.20)% for the same period in 2023[39] - The Company did not accrue any liability, interest, or penalties related to uncertain tax positions for the nine months ended September 30, 2024[16] Other Financial Information - The company has only one major reportable segment in the periods presented[21] - The Company has no investments in financial instruments as of September 30, 2024, and December 31, 2023[23] - The Company is currently assessing the impact of new accounting standards issued by the FASB, including ASU 2023-07 and ASU 2023-09, but does not expect a material impact on consolidated financial statements[25]

Core Viewpoint - Sona Nanotech Inc. is advancing its Targeted Hyperthermia Therapy (THT) for cancer treatment, showcasing its research at the NCL's 20th anniversary symposium and providing updates on its operational activities and preclinical studies [2][3][4]. Company Updates - The Chief Scientific Officer of Sona Nanotech, Dr. Len Pagliaro, is presenting THT at the NCL symposium, highlighting the company's collaboration with leading organizations in nanomedicine [3]. - Sona has successfully closed an over-subscribed equity financing of $3.1 million in September, which will support its ongoing research and development efforts [5]. - Initial preclinical studies have confirmed that Sona's biocompatible gold nanorods (GNRs) are non-toxic and safe, leading to the commissioning of a full dose-escalation study to support a first-in-human early feasibility study planned for 2025 [5][7]. Research and Development - The company is conducting a preclinical study on THT for colorectal cancer at Dalhousie University, with results expected later in November [6]. - Sona's preclinical efficacy data indicates that THT can significantly reduce treated tumors and untreated metastases, prompting the company to pursue regulatory approvals for late-stage solid cancer treatments [7]. - The mechanism of action for THT involves using therapeutic heat delivered by infrared light absorbed by gold nanorods, which stimulates the immune system and enhances drug delivery to tumors [8]. Technology and Innovation - Sona Nanotech's gold nanorods are designed to be free of cetyltrimethylammonium (CTAB), mitigating toxicity risks associated with other gold nanorod technologies [9]. - The company is developing proprietary methods for manufacturing gold nanoparticles, which may be adapted for various medical applications pending regulatory approvals [9].

Core Viewpoint - NCL Corporation Ltd. has priced $315.0 million of 6.250% senior notes due 2030 in a private offering, aimed at refinancing existing debt [1][2]. Group 1: Offering Details - The offering of the senior notes is expected to close on September 17, 2024, subject to customary closing conditions [2]. - The net proceeds from the notes offering will be used to redeem $315.0 million of 3.625% Senior Notes due 2024, including accrued and unpaid interest [2]. Group 2: Regulatory Compliance - The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will not be registered under the Securities Act [3]. - The offering does not constitute an offer to sell or a solicitation to buy any security in jurisdictions where such actions would be unlawful [4].