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- Auditor Resignation (new) — Auditor resigned after asserting the 2025 10-K was filed without its knowledge or consent and that it never completed its audit.
- Restatement (new) — Company withdrew reliance on two years of audited financials after auditor disavowed its report.
- Delisting (new) — Trading halted on NYSE American due to concerns that the 2025 10-K was filed without proper auditor approval or consent.
- Departure Of Ceo (new) — CEO initially resigned from all positions June 30, 2026, though he later rescinded the CEO and President resignations at the Board's request.
Northann trading halted after auditor disavows 2025 10-K, claims audit never completed
Filed August 10, 2026 · Period ending April 14, 2026 · ~1 min read
Key Changes
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NYSE American halted trading June 25, 2026 after auditor LAO Professionals asserted the 2025 10-K was filed without its knowledge or consent and that it never completed the audit or formed an opinion on the financials.
Item 4.01 — Changes in Registrant's Certifying Accountant verify on EDGAR → -
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Item 4.02 — Non-Reliance on Previously Issued Financial Statements verify on EDGAR →
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Board formed Oversight Committee July 1, 2026 to investigate the 10-K filing circumstances and oversee regulatory compliance; independent director Bradley Lalonde elected Chairman August 10, separating Chairman and CEO roles.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Independent director Umesh Patel resigned April 14, 2026 citing unpaid board compensation and the company's failure to maintain D&O liability insurance as committed.
Exhibit 99.1 view on EDGAR → -
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Trading halt remains in effect as of August 10, 2026; company cannot predict when trading will resume or whether the Exchange will initiate delisting proceedings.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR →
Summary
Northann faces a severe governance and financial reporting crisis. The NYSE American halted trading on June 25, 2026 after the company's auditor, LAO Professionals, asserted that the 2025 Annual Report was filed without its knowledge or consent.
The auditor stated it had not completed its audit or formed an opinion on the financial statements as of the April 25, 2026 audit report date, raising the extraordinary possibility that the 10-K contained an unauthorized or premature audit report.
The auditor resigned June 8, 2026 after failed resolution discussions, and the company has instructed investors not to rely on audited financials for fiscal 2024 and 2025 until a new auditor completes a fresh audit of both years. The Board responded by forming an Oversight Committee on July 1, 2026 to investigate the 10-K filing circumstances and assume oversight of regulatory compliance, financial reporting, and governance matters—responsibilities removed from CEO Lin Li's direct purview. Li initially resigned from all positions June 30 but rescinded his CEO and President resignations at the Board's request to maintain operational continuity. Independent director Bradley Lalonde was elected Chairman on August 10, separating the Chairman and CEO roles. Separately, independent director Umesh Patel resigned April 14 citing unpaid board compensation and the company's failure to maintain D&O insurance, suggesting financial stress and governance failures predating the auditor crisis. Trading remains halted with no timeline for resumption and delisting risk unresolved.
Section-by-Section Diff
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR → · paraphrased
On June 25, 2026, trading of the common stock, par value $0.001 per share ("Common Stock"), of Northann Corp. ("we", "our", "us" and the "Company") was halted (the "Trading Halt") on the NYSE American (the "Exchange"). Through discussions with the Exchange, we learned that the Exchange initiated the Trading Halt due to concerns that we may have filed our Annual Report on Form 10-K for 2025 (the "2025 10-K") without having received from LAO Professionals, our independent registered public accounting firm (the "Auditor"), its approval to make that filing or to include in it (as Exhibit 23.1 thereto) their consent with respect to their audit report on our financial statements as of and for the years ended December 31, 2024 and 2025.
The NYSE American halted trading of Northann's common stock on June 25, 2026, due to concerns that the company filed its 2025 Annual Report without proper approval or consent from its auditor, LAO Professionals. The Exchange is concerned that the auditor's consent (required as Exhibit 23.1) for their audit report covering 2024 and 2025 financials may not have been properly obtained. The trading halt remains in effect as of this filing.
Added in current filing · verify on EDGAR → · paraphrased
On July 1, 2026, our Board of Directors (our "Board") formed an Oversight Committee of the Board and gave the Oversight Committee authority to direct and supervise all matters relating to the Company's regulatory compliance, financial reporting, corporate governance, and to conduct an independent review of the matters raised by the Exchange. The Board also granted the Oversight Committee the power to engage and instruct outside advisors on behalf of the Company. On July 15, 2026 the Oversight Committee retained the firm of Lewis Brisbois Bisgaard & Smith LLP to act as its legal counsel.
The Board formed an Oversight Committee on July 1, 2026, with broad authority over regulatory compliance, financial reporting, and corporate governance, specifically to investigate the circumstances surrounding the 2025 10-K filing and the auditor relationship. The Committee retained Lewis Brisbois Bisgaard & Smith LLP as legal counsel on July 15, 2026. This represents a significant governance intervention in response to the Exchange's concerns.
Added in current filing · verify on EDGAR → · paraphrased
As of the date of this Current Report on Form 8-K (this "Report"), the Trading Halt remains in place. The Oversight Committee is continuing its independent review of the Company's relationship with the Auditor and the circumstances surrounding the preparation and filing of our 2025 10-K, and the Company has continued to provide the Exchange with information it has requested regarding these matters. We are actively pursuing the remedial measures described in this Report, including enhanced Board oversight and the engagement of a new independent registered public accounting firm. We cannot predict the timing or outcome of the Exchange's review, including when or whether the Exchange will lift the Trading Halt or whether it will initiate any further listing proceedings.
The trading halt remains in effect as of August 10, 2026. The company is pursuing remedial measures including enhanced Board oversight and engaging a new auditor, but cannot predict when trading will resume or whether the Exchange will initiate delisting proceedings. The investigation into the auditor relationship and 2025 10-K filing circumstances is ongoing.
Event · Item 4.01 — Changes in Registrant's Certifying Accountant
Item 4.01 — Changes in Registrant's Certifying Accountant filed; see Key Changes for terms.
Added in current filing · verify on EDGAR → · paraphrased
our Auditor sent a letter to our Chief Executive Officer, addressed to the Chairman of our Audit Committee (the "Letter"), in which the Auditor stated it was terminating its engagement with us and resigning as our independent registered public accounting firm. The Letter asserted that our 2025 10‐K was filed without its "knowledge, authorization or consent", and it said that it did not "issue, sign, authorize or consent to the inclusion" of the audit report, dated April 25, 2026, in the 2025 10-K. The Auditor stated that as of the date of that audit report, it had not completed its audit or formed an opinion on our financial statements and disclaimed and rejected any "audit report, consent authorization, or representation" attributed to it in the 2025 10-K or other SEC filing.
The auditor resigned on June 8, 2026, asserting that the company's 2025 10-K was filed without its knowledge, authorization, or consent. The auditor stated it had not completed its audit or formed an opinion on the financial statements as of the April 25, 2026 audit report date, and it disclaimed any audit report attributed to it in the 2025 10-K. This creates significant uncertainty about the reliability of the company's filed financial statements.
Added in current filing · verify on EDGAR →
After receiving the Letter, our management engaged in discussions with the Auditor regarding the differences between the Company and the Auditor and the circumstances surrounding the preparation and filing of our 2025 10‐K. We and the Auditor were not able to resolve these differences, and so the Auditor has resigned as our independent registered public accounting firm.
Management attempted to resolve the dispute with the auditor regarding the 2025 10-K filing circumstances but was unsuccessful. The auditor's resignation stands, leaving the company without an independent auditor and raising questions about the validity of its most recent annual financial statements.
Added in current filing · verify on EDGAR →
We have begun the process of engaging a new independent registered public accounting firm to replace the Auditor. As part of our efforts to address the uncertainty arising from the matters described in this Report, we intend for the new firm to perform a new audit of our financial statements as of and for the years ended December 31, 2024 and 2025.
The company is seeking a new independent auditor and plans to have the new firm conduct a fresh audit of both the 2024 and 2025 financial statements. This re-audit process will likely delay the availability of reliable audited financials and may result in material changes to previously reported results.
Event · Item 4.02 — Non-Reliance on Previously Issued Financial Statements
Item 4.02 — Non-Reliance on Previously Issued Financial Statements filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Letter stated, among other things, that the Auditor “expressly disclaim[ed] and reject[ed] any purported audit report, consent, authorization, or representation attributed to” it in our 2025 10-K “or in any other filing, registration statement, offering document, or submission to the SEC or any other regulatory authority.” The Letter further stated that at the time of filing of our 2025 10-K, “our audit procedures remained in process and we had not completed our audit or formed an opinion on the Company’s financial statements.”
The company's auditor sent a letter on June 8, 2026 disavowing the audit report included in the 2025 10-K, stating the audit was never completed and no opinion was formed. This is an extraordinary event indicating the 10-K was filed with an unauthorized or premature audit report.
Added in current filing · verify on EDGAR →
we have concluded that investors and others should not rely upon our financial statements as of and for the year ended December 31, 2024 and 2025 included in our 2025 10-K pending completion of the new audit described below.
Management has instructed investors not to rely on the company's audited financial statements for fiscal years 2024 and 2025 until a new audit is completed. This effectively invalidates two years of reported results.
Added in current filing · verify on EDGAR →
The Auditor did not identify to us any specific items in the financial statements that were included in our 2025 10-K as being incorrect.
While the auditor disavowed its report due to incomplete audit procedures, it did not point to specific accounting errors in the financial statements themselves. The issue appears to be procedural rather than substantive, though this provides limited comfort given the withdrawal of reliance.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
CEO/Chairman Li resigned then rescinded CEO role amid auditor resignation; independent director Patel resigned citing unmet commitments.
Added in current filing · verify on EDGAR →
On June 30, 2026, Mr. Lin Li sent a letter to our Board resigning from all positions he held with the Company and its subsidiaries, including as Chief Executive Officer, President and Chairman of the Board. On July 1, 2026, the Board met to consider Mr. Li’s resignation and the circumstances surrounding the Auditor’s resignation. To maintain continuity in our day-to-day commercial operations while strengthening Board level oversight of regulatory, financial reporting, corporate governance and compliance matters, the Board requested that Mr. Li rescind his resignation as Chief Executive Officer and President, and Mr. Li subsequently provided a letter rescinding his resignation from these positions.
CEO Lin Li resigned from all positions on June 30, 2026, but the Board requested he rescind his CEO and President resignations to maintain operational continuity. The Board simultaneously created an Oversight Committee to handle regulatory, financial reporting, governance, and compliance matters, removing these from the CEO's direct oversight. This restructuring followed an auditor resignation.
Added in current filing · verify on EDGAR →
At a meeting of the Board on August 10, 2026, the Board accepted Mr. Li’s resignation from his position as Chairman of the Board. Mr. Li continues to serve as Chief Executive Officer, President and a director of the Company, with responsibility for our day-to-day commercial operations, while the Oversight Committee continues to exercise the Board-level oversight described above. The Board also resolved that Mr. Bradley C. Lalonde, an independent director, chair of the audit committee and Oversight Committee of the Board and a member of the compensation committee and the nominating committee of the Board, be elected as the new Chairman of the Board of Northann.
The Board accepted Li's resignation as Chairman on August 10, 2026, while he retains CEO and President roles focused on commercial operations. Independent director Bradley Lalonde, who chairs both the audit committee and the new Oversight Committee, was elected as the new Chairman. This separates the Chairman and CEO roles and places an independent director in the Chairman position.
Added in current filing · verify on EDGAR →
On April 14, 2026, Mr. Umesh Patel tendered his resignation as a director of the Company. At the time of his resignation, Mr. Patel was an independent director, who served as chair of the compensation committee of the Board and a member of the audit committee and the nominating committee of the Board. Mr. Patel’s resignation letter noted his ongoing concerns regarding the Company’s failure to honor key commitments made at the time of his appointment.
Independent director Umesh Patel resigned on April 14, 2026, citing the Company's failure to honor key commitments made when he was appointed. Patel chaired the compensation committee and served on the audit and nominating committees. The Company intends to search for a replacement independent director.
Added in current filing · verify on EDGAR →
The Board also created an Oversight Committee of the Board to exercise oversight of the Company’s regulatory, financial reporting, corporate governance, and compliance matters thereby relieving the Chief Executive Officer of direct oversight of those matters allowing him to focus on the Company’s day-to-day commercial operations.
The Board established a new Oversight Committee to handle regulatory, financial reporting, corporate governance, and compliance oversight. This removes these responsibilities from the CEO's direct purview and represents a significant governance restructuring in response to the auditor resignation and CEO's initial departure attempt.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
I am writing to formally resign from my position as an Independent Board Member of Northann Corp., (NCL) effective April 14, 2026.
Independent Board Member Umesh Patel resigned effective April 14, 2026. The resignation was not routine — Patel cited the company's failure to honor commitments made at the time of his appointment.
Added in current filing · view on EDGAR →
The agreed-upon board compensation has not been paid in accordance with the terms discussed and accepted.
The company failed to pay board compensation as agreed. This breach of commitment to a director raises questions about the company's financial condition and governance practices.
Added in current filing · view on EDGAR →
The company has not secured or maintained Directors & Officers (D&O) liability insurance coverage as committed.
The company failed to maintain Directors & Officers liability insurance despite committing to do so. The absence of D&O coverage exposes directors to personal liability and may deter qualified candidates from joining the board.
Added in current filing · view on EDGAR →
These matters are fundamental to the governance framework and risk management expectations associated with board service. The absence of resolution despite prior discussions leaves me with no alternative but to step down.
The resigning director characterized the unpaid compensation and missing D&O insurance as fundamental governance and risk management failures. He noted that prior discussions failed to resolve these issues, prompting his departure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 18, 2026 · How we verify