エドガーで原本を確認する
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): February 26, 2025
Nova LifeStyle, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36259 | 90-0746568 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
6565 E. Washington Blvd., Commerce, CA 90040
(Address of Principal Executive Office) (Zip Code)
(323) 888-9999
(Registrant’s telephone number, including area code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined 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 ☐
If an emerging growth company, indicate by check mark 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NVFY | Nasdaq Stock Market |
Item 1.01 Entry into a Material Definitive Agreement
On February 26, 2025, Nova LifeStyle, Inc. (the “Company”) and Nova Furniture Limited (Samoa), a wholly owned subsidiary of the Company (“Nova Samoa”) entered into four purchase orders (“POs”) to purchase certain furniture products (the “Products”) from Flyguy Resources Sdn Bhd (“Flyguy Resources”), Twenty Nine Business Solutions Sdn. (“Twenty Nine Business”), Chialing Enterprise (“Chialing”) and Macro IT Solutions SDH BHD (“Macro IT Solutions”, collectively with Flyguy Resources, Twenty Nine Business, and Chialing as the “Sellers”). Pursuant to the POs, the Company, Nova Samoa and Sellers agree that (i) Nova Samoa will purchase Transparent Marble Slabs from Flyguy Resources for a total of $810,000 (the “Flyguy Order Price”); (ii) Nova Samoa will purchase Background Light Slabs from Twenty Nine Business for a total of $742,500 (the “Twenty Nine Order Price”); (iii) Nova Samoa will purchase Light Transmitting Slate Stone from Chialing for a total of $825,000 (the “Chialing Order Price”); and (iv) Nova Samoa will purchase Ultrathinstone from Macro IT Solutions for a total of $813,750 (the “Macro Order Price”, collectively with Flyguy Order Price, Twenty Nine Order Price, Chialing Order Price as “Order Prices”); (vi) the Order Prices shall be paid to the Sellers in 4,909,616 shares (“Shares”) of common stock of the Company at US$0.65 per share. The Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
The form of PO is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the PO is subject to, and qualified in its entirety by, the form of PO, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 10.1 | Form of Purchase Order | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Nova LifeStyle, Inc. | ||
| By: | /s/ Thanh H. Lam | |
| Thanh H. Lam | ||
| Chairperson, President and Chief Executive Officer | ||
Date: March 4, 2025
Exhibit 10.1
 |
PURCHASE ORDER | |||
| P.O. No. | NVS | |||
| Date | 2/26/2025 | |||
| NOVA FURNITURE LIMITED | ||||
| Vendor: | Ship To: |
| _________________ | Nova Furniture Limited (Samoa) |
| ___________________. | No 8, Jalan budi 19, Taman Industri, Wawasan 83000, Batu Pahat, Johor |
| Ready Date | Request ETD | ETA | Ship Via | |||
| Order Type | Customer PO No. | Vendor Reference No. | ||
| STANDARD |
| Qty | SKU | Description | Total Cuft | Unit Cost | Amount | |||||
| $ | $ | |||||||||
| $ | $ | |||||||||
| Total | $ |
| Nova Furniture Limited (Samoa) Representative | Nova Lifestyle Inc. Representative Signature | Vendor Representative |
Remark:
Terms and Conditions
1) Payment: Payment is due within 30 days of the invoice date. For this invoice, payment will be made through the transfer of common stock of Nova Lifestyle, as stated in the agreement.
2) Price: The total price of this order is US$____ and Parties agree that such price shall be paid by the buyer in _____ shares of common stock of Nova Lifestyle at the price of US$(0.65)per share with the total value of which is equivalent to the purchase price of the order.
3) Delivery of Services: Services will be delivered in accordance with the agreed timelines and terms. Any delays due to buyer-side actions or omissions will extend the completion date.
4) Ownership: The ownership of any products or services remains with _______ until full payment is made, including the stock transfer.
5) The Seller hereby acknowledges that the Shares are not registered with SEC and shall be restricted and may not be sold, transferred, exchanged, pledged, redeemed or otherwise disposed of for the holding period required in accordance with the requirement of Regulation S and Rule 144. The Shares will be acquired hereunder by _________ (the “Seller”) solely for the account of the Seller, for investment, and not with a view to the resale or distribution thereof.
6) The Seller is aware that an investment in the shares of Nova Lifestyle, Inc. (“NVFY”) is highly speculative and that there can be no assurance as to what, if any, return the Seller may realize in connection with the transaction. The Seller is aware of NVFY’ business affairs, business plans and financial condition, and has made its own evaluation of the merits and risks of the proposed transaction and of the advisability of the transaction. The Seller is aware that the NVFY is subject to a high degree of risk that could result in the loss of the Seller’s investment in part or in whole.
7) The Seller has experience as an investor in securities of companies and acknowledges that the Seller is able to fend for itself, can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that the Seller is capable of evaluating the merits and risks of, and protecting the Seller’s own interests in connection with, the transaction and its investment in the Shares.
8) The Seller has had full access to all of the information it considers necessary or appropriate to make an informed investment decision with respect to the Shares to be acquired under this order. The Seller further has had an opportunity to ask questions and receive answers from NVFY and to obtain additional information necessary to verify any information furnished to the Seller or to which the Seller had access. The Seller has had access to the NVFY’s publicly filed reports with the SEC and has been furnished during the course of the transactions.