UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

FORM 8-K

 

CURRENT REPORT

 

SC

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2026, the Board of Directors (the “Board”) of Northann Corp. (the “Company”) accepted the resignation of Lin Li as Chief Executive Officer, President, Secretary and Treasurer of the Company, effective immediately. On August 18, 2026, Mr. Li resigned as a member of the Board, effective immediately. Following his resignation from the Board, Mr. Li no longer serves as an officer, director or employee of the Company and has no role in the Company’s management,corporate governance, financing, accounting, financial reporting, audit, internal control over financial reporting, SEC reporting or NYSE American compliance matters.

 

On August 13, 2026, the Board appointed Kurtis W. Winn, a current director and the Chief Operating Officer of the Company, to serve additionally as President, Secretary and Treasurer of the Company.

 

On August 13, 2026, the Board appointed François Vachon to serve as Chief Executive Officer of the Company, effective immediately. On August 18, 2026, the Board appointed Mr. Vachon as a member of the Board to fill the vacancy resulting from Mr. Li’s resignation, effective immediately. Mr. Vachon is the Company’s principal executive officer for purposes of the Exchange Act. As of the date of this report, Mr. Vachon has not been appointed to any committee of the Board.

 

Mr. Vachon will report to the Board through the Oversight Committee. His primary responsibilities will include establishing and maintaining compliance with applicable NYSE American standards, strengthening the Company’s public-company governance and compliance profile, overseeing the remediation of delinquent Exchange Act reports, supervising relations with the Company’s independent registered public accounting firm and listing adviser, providing executive oversight and strategic direction for the completion of the Company’s United States manufacturing program and its sales-growth initiatives, and taking responsibility for the Company’s capital resources, financing operations and capital-raising activities.

 

Mr. Vachon fully supports the Company’s long-term strategy to expand its manufacturing operations in the United States, which is intended to create additional employment opportunities in the United States and contribute to increased U.S. tax revenues.

 

Mr. Vachon, 52, has over 20 years of financial-services-industry experience, specializing in corporate governance, compliance and risk management, board-level strategic advisory, and operational process and program enhancement. From 2015 through 2024, he served as Senior Advisor at Desjardins Group. Previously, he served as Business Compliance Analyst at Desjardins Group from 2011 to 2015 and as an Investments Wholesaler at Manulife Financial Corporation from 2006 to 2011. Mr. Vachon studied Business Administration and Management at Laval University and holds the FLMI and ACS designations from LOMA.

 

In connection with his appointment, Mr. Vachon will receive base salary of $7,000 per month for the first three months following the beginning of his employment and $10,000 per month thereafter. His employment term is one year. Before the expiration of the term, the parties may agree in writing to renew or extend his employment. Any early termination will be addressed by mutual discussion between the parties, and either party may provide at least 30 days’ prior written notice of a proposed early termination. Mr. Vachon is not entitled to an annual bonus, equity award or other stock-based compensation in connection with his appointment. He is eligible for reimbursement of reasonable business expenses and participation in benefit plans maintained by the Company for senior executives, subject to the applicable plan terms. No portion of Mr. Vachon’s compensation is determined, calculated or conditioned, directly or indirectly, by reference to the completion of any financing or to the amount of any securities or subscriptions placed or sold by or on behalf of the Company.

 

The Board may consider a future equity award under the Company’s equity incentive plan, subject to separate Board approval and any stockholder or NYSE American approval that may be required. No equity award has been approved or granted.

 

There are no familial or other relationships between Mr. Vachon and any director or member of management of the Company.

Item 9.01. Financial Statements and Exhibits.

 

 

 

 

 

SIGNATURES