As
filed with the Securities and Exchange Commission on October 13, 2023.
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nova
LifeStyle, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Nevada |
|
90-0746568 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification Number) |
6565
E. Washington Blvd.
Commerce,
CA 90040
(323)
888-9999
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Thanh
H. Lam
Chief
Executive Officer
Nova
LifeStyle, Inc.
6565
E. Washington Blvd.
Commerce,
CA 90040
(323)
888-9999
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Jeffrey
Li
FisherBroyles,
LLP
1200
G Street, NW
Washington,
D.C. 20005
(202)
830-5905
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED OCTOBER 13, 2023
PRELIMINARY
PROSPECTUS
Nova
LifeStyle, Inc.
$55,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may offer from time to time shares of our common stock, par value $0.001 (“Common Stock”), preferred stock, warrants and
units that include any of these securities. The aggregate initial offering price of the securities sold under this prospectus will not
exceed $55,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.
Our
Common Stock is quoted on The NASDAQ Stock Market LLC under the symbol “NVFY.” As of October 12, 2023, the aggregate
market value of our outstanding Common Stock held by non-affiliates was approximately $2.54 million based on 1,487,227
shares of outstanding Common Stock, of which 421,456 shares are held by affiliates, and a price of $2.38 per share, which
was the last reported sale price of our Common Stock as quoted on The NASDAQ Stock Market LLC on that date. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value exceeding more than one-third
of our public float in any 12-month period so long as our public float remains below $75 million. As of the date of this prospectus,
we have not offered any securities during the past twelve months pursuant to General Instruction I.B.6 of Form S-3. You are urged to
obtain current market quotations of our Common Stock.
Each
time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the terms
of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may also add, update
or change information contained or incorporated in this prospectus. You should read this prospectus and the applicable prospectus supplement
carefully before you invest in our securities.
The
securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters or
dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set
forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for more information.
Investing
in our securities involves certain risks. See “Risk Factors” beginning on page 2 of this prospectus. In addition,
see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which has been filed with
the Securities and Exchange Commission and is incorporated by reference into this prospectus. You should carefully read and consider
these risk factors before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is ______, 2023.
TABLE
OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of
these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered
by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented
in this prospectus does not extend to you.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of the offering and the offered securities. This prospectus, together
with applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file
with the Securities and Exchange Commission (the “SEC”), includes all material information relating to these offerings and
securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in
the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of any risk factors
or other special considerations that apply to these offerings or securities or the specific plan of distribution.
We
have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that
contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying
prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of
this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate on
any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct
on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying supplement
to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder,
shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information
incorporated by reference herein is correct as of any time subsequent to the date of such information.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities
described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold under this prospectus
will not exceed $55,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. The
prospectus supplement will contain the specific information about the terms of the offering. In each prospectus supplement, we will include
the following information:
| ● |
the
number and type of securities that we propose to sell; |
| ● |
the
public offering price; |
| ● |
the
names of any underwriters, agents or dealers through or to which the securities will be sold; |
| ● |
any
compensation of those underwriters, agents or dealers; |
| ● |
any
additional risk factors applicable to the securities or our business and operations; and |
| ● |
any
other material information about the offering and sale of the securities. |
In
addition, the prospectus supplement may also add, update or change the information contained or incorporated in this prospectus. The
prospectus supplement will supersede this prospectus to the extent it contains information that is different from, or that conflicts
with, the information contained or incorporated in this prospectus. You should read and consider all information contained in this prospectus
and any accompanying prospectus supplement in making your investment decision. You should also read and consider the information contained
in the documents identified under the heading “Incorporation of Certain Documents by Reference” and “Where You Can
Find More Information” in this prospectus.
Unless
the context otherwise requires, the terms “NVFY,” “the Company,” “we,” “us,” and “our”
in this prospectus each refer to Nova LifeStyle, Inc., our subsidiaries, and our consolidated entities.
THE
COMPANY
Nova
LifeStyle, Inc. (“Nova LifeStyle” or the “Company”) is a U.S.-headquartered innovative designer and marketer
of contemporary styled residential and commercial furniture formerly known as Stevens Resources, Inc. We were incorporated in the State
of Nevada on September 9, 2009. The Company’s products are marketed through wholesale and retail channels as well as various online
platforms worldwide.
Nova
LifeStyle’s family of brands includes Nova LifeStyle, Diamond Sofa (www.diamondsofa.com) and Nova Living.
Our
business strength lies in our abilities to quickly adapt to changing market demand and stay ahead of the latest trends in modern furniture
designs. Our customers principally consist of designers, distributors and retailers who cater to mid-level and high-end private label
home furnishings that have little product overlap within our specific furnishing products or product lines. Nova LifeStyle is constantly
seeking to integrate new sources of distribution and manufacturing that are aligned with our growth strategies, allowing us to continually
focus on growing our customer base as well as driving the expansion of our overall distribution and manufacturing relationships worldwide,
providing our customers with trendy furnishing solutions.
We
generate the majority of our sales as a branding and marketing company with vertically integrated third-party manufacturing capabilities
for global furniture distributors and large national retailers. We have established long term relationships with our worldwide customers
by providing them with high quality, large scale and cost-effective sourcing solutions. Our worldwide logistics and delivery capabilities
provide our customers with the flexibility to select from our extensive furniture collections tailored for their respective needs. Our
experience marketing products to international customers have enabled us to fully integrate the supply scale, product delivery logistics,
marketing efficiency and design expertise to address customer demand from established markets in the North America, Central America,
South America, Asia, and the Middle East.
Our
principal executive offices are located at 6565 E. Washington Blvd., Commerce, CA 90040. Our telephone number is (323) 888-9999 and our
website address is www.novalifestyle.com. The information contained on our website is not part of this prospectus and is not incorporated
herein.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider the
risk factors set forth below, under the caption “Risk Factors” in any applicable prospectus supplement and under the caption
“Risk Factors” in our most recent annual report on Form 10-K and our subsequent quarterly reports on Form 10-Q, which are
incorporated by reference in this prospectus, as well as in any applicable prospectus supplement, as updated by our subsequent filings
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These risks could materially affect our business,
results of operation or financial condition and affect the value of our securities. Additional risks and uncertainties that are not yet
identified may also materially harm our business, operating results and financial condition and could result in a complete loss of your
investment. You could lose all or part of your investment. For more information, see “Where You Can Find More Information.”
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange
Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the use of
terms such as “may,” “will,” “should,” “believe,” “might,” “expect,”
“anticipate,” “intend,” “plan,” “estimate” and similar words, although some forward-looking
statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of
future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and
results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements
speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly release the results
of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If
we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections
with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could
cause actual results and events to differ materially from our forward-looking statements is included in our periodic reports filed with
the SEC and in the “Risk Factors” section of this prospectus.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive from the sale of the securities
offered by this prospectus for general corporate purposes, which may include, among other things, repayment of debt, repurchases of common
stock, capital expenditures, the financing of possible acquisitions or business expansions, increasing our working capital and the financing
of ongoing operating expenses and overhead.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our certificate of incorporation and bylaws. This summary does
not purport to be complete and is qualified in its entirety by the provisions of our Articles of Incorporation, as amended, our Amended
and Restated Bylaws, and applicable provisions of the Nevada Revised Statutes (the “NRS”).
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies of our
Certificate of Incorporation and Amended and Restated Bylaws, which have been filed with and are publicly available from the SEC.
Our
authorized capital stock consists of 250,000,000 shares of Common Stock, par value $0.001 per share. Currently, we have no other authorized
class of stock. In addition, there are warrants to purchase 245,192 shares of our Common Stock outstanding and options to purchase 25,400
shares of the Company’s common stock as of October 12, 2023.
DESCRIPTION
OF COMMON STOCK
As
of October 12, 2023, there were 1,487,227 shares of our Common Stock outstanding, held by approximately 48 stockholders
of record.
Our
Common Stock is currently traded on The NASDAQ Stock Market LLC under the symbol “NVFY.” The transfer agent and registrar
for our common stock is Issuer Direct Corporation.
The
holders of our Common Stock are entitled to one vote per share. Our Articles of Incorporation do not provide for cumulative voting. The
holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out
of legally available funds; however, the current policy of our board of directors is to retain earnings, if any, for operations and growth.
Upon liquidation, dissolution or winding-up, the holders of our Common Stock are entitled to share ratably in all assets that are legally
available for distribution. The holders of our Common Stock have no preemptive, subscription, redemption or conversion rights.
All
issued and outstanding shares of Common Stock are fully paid and nonassessable. Shares of our Common Stock that may be offered for resale,
from time to time, under this prospectus will be fully paid and nonassessable.
Anti-Takeover
Effects of Certain Provisions of Nevada Law
As
a Nevada corporation, we are also subject to certain provisions of the Nevada Revised Statutes (the “NRS”) that have anti-takeover
effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person
interested in acquiring us to negotiate with, and to obtain the approval of, our board of directors in connection with such a transaction.
However, certain of these provisions may discourage a future acquisition of us, including an acquisition in which the stockholders might
otherwise receive a premium for their shares. As a result, stockholders who might desire to participate in such a transaction may not
have the opportunity to do so.
The
NRS provides that specified persons who, with or through their affiliates or associates, own, or affiliates and associates of the subject
corporation at any time within two years own or did own, 10% or more of the outstanding voting stock of a corporation cannot engage in
specified business combinations with the corporation for a period of two years after the date on which the person became an interested
stockholder, unless the combination meets all of the requirements of the articles of incorporation of the company, and: (i) the combination
or transaction by which such person first became an interested stockholder was approved by the board of directors before they first became
an interested stockholder; or (ii) such combination is approved by: (x) the board of directors; and (y) at an annual or special meeting
of the stockholders (not by written consent), the affirmative vote of stockholders representing at least 60% of the outstanding voting
power not beneficially owned by such interested stockholder. The law defines the term “business combination” to encompass
a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and other transactions in
which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other stockholders.
The
Control Share Acquisition Statute generally applies only to Nevada corporations with at least 200 stockholders of record, including at
least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada. This statute
generally provides that any person that acquires a “controlling interest” acquires voting rights in the control shares, as
defined, only as conferred by the disinterested stockholders of the corporation at a special or annual meeting. A person acquires a “controlling
interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS,
would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority
or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of
these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding
the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares.” In the
event control shares are accorded full voting rights and the acquiring person has acquired at least a majority of all of the voting power,
any stockholder of record who has not voted in favor of authorizing voting rights for the control shares is entitled to demand payment
for the fair value of its shares.
These
laws may have a chilling effect on certain transactions if our Articles of Incorporation or Bylaws are not amended to provide that these
provisions do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer voting
rights in the control shares.
DESCRIPTION
OF PREFERRED STOCK
As
of October 12, 2023, no shares of preferred stock had been issued or were outstanding and we are not authorized to issue any shares
of preferred stock; however, it is possible that we could amend our Articles of Incorporation to authorize the issuance of shares of
preferred stock.
We
will file as an exhibit to the Registration Statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of any certificate of designation or amendment to our Articles of Incorporation that describes the
terms of any series of preferred stock we are offering before the issuance of that series of preferred stock. This description will include,
but not be limited to, the following: (i) the title and stated value; (ii) the number of shares we are offering; (iii) the liquidation
preference per share; (iv) the purchase price; (v) the dividend rate, period and payment date and method of calculation for dividends;
(vi) whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; (vii)
the provisions for a sinking fund, if any; (viii) the provisions for redemption or repurchase, if applicable, and any restrictions on
our ability to exercise those redemption and repurchase rights; (ix) whether the preferred stock will be convertible into our Common
Stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; (x) whether the preferred stock
will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
(xi) voting rights, if any, of the preferred stock; (x) preemptive rights, if any; (xi) restrictions on transfer, sale or other assignment,
if any; (xii) a discussion of any material United States federal income tax considerations applicable to the preferred stock; (xiii)
the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; (xiv) any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series
of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs and (xv) any other specific terms,
preferences, rights or limitations of, or restrictions on, the preferred stock.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of Common Stock and/or preferred stock in one or more series. We may issue warrants independently
or together with Common Stock and/or preferred stock and the warrants may be attached to or separate from these securities. While the
terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of
warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below.
We
will file as exhibits to the Registration Statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular
series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions
of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We
urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus,
as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms
of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the
offering price and aggregate number of warrants offered; |
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the
currency for which the warrants may be purchased; |
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security; |
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable; |
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in
the case of warrants to purchase Common Stock or preferred stock, the number of shares of Common Stock or preferred stock, as the
case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
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the
terms of any rights to redeem or call the warrants; |
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the
dates on which the right to exercise the warrants will commence and expire; |
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the
manner in which the warrant agreements and warrants may be modified; |
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a
discussion of any material or special United States federal income tax consequences of holding or exercising the warrants; |
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the
terms of the securities issuable upon exercise of the warrants; and |
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including in the case of warrants to purchase Common Stock or preferred stock, the right to receive dividends, if any, or payments upon
our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified
time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to the warrant agent.
If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for
the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities
as all or part of the exercise price for warrants.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of Common Stock, preferred stock
and/or warrants for the purchase of Common Stock and/or preferred stock in any combination. The applicable prospectus supplement will
describe:
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the
securities comprising the units, including whether and under what circumstances the securities comprising the units may be separately
traded; |
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the
terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing the
units; and |
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a
description of the provisions for the payment, settlement, transfer or exchange of the units. |
PLAN
OF DISTRIBUTION
We
are registering common stock, preferred stock, warrants and units with an aggregate offering price not to exceed $55,000,000, to be sold
by us under a “shelf” registration process.
If
we offer securities under this prospectus, we will amend or supplement this prospectus by means of an accompanying prospectus supplement
setting forth the specific terms and conditions and other information about that offering as is required or necessary.
We
may sell the securities in any of the following ways (or in any combination) from time to time:
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to
or through underwriters, brokers or dealers; |
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directly
to one or more purchasers; |
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through
agents; |
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“at
the market offerings” to or through market makers or into an existing market for the securities; |
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
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privately
negotiated transactions; |
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short
sales (including short sales “against the box”); |
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through
the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether through
an options exchange or otherwise; |
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by
pledge to secure debts and other obligations; |
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in
other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through
agents; |
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a
combination of any such methods of sale; and |
| |
|
|
| |
● |
any
other method permitted pursuant to applicable law and described in an applicable prospectus supplement. |
The
prospectus supplement, if required, will set forth the terms of the offering of such securities, including:
| |
● |
the
name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;
and |
| |
|
|
| |
● |
the
public offering price of the securities and the proceeds to us, and any discounts, commissions or concessions allowed or reallowed
or paid to dealers. |
Any
public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers may be changed from time
to time.
We
may effect the distribution of the securities from time to time in one or more transactions either:
| |
● |
at
a fixed price or prices, which may be changed from time to time; |
| |
|
|
| |
● |
at
market prices prevailing at the time of sale; |
| |
|
|
| |
● |
at
prices relating to the prevailing market prices; or |
| |
|
|
| |
● |
at
negotiated prices. |
Offers
to purchase securities may be solicited directly by us and the sale thereof may be made by us directly to institutional investors or
others. In such a case, no underwriters or agents would be involved. We may use electronic media, including the Internet, to sell offered
securities directly.
If
underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented
by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will
be subject to certain conditions precedent. Depending on the type of offering, the underwriters may be obligated to purchase all of the
securities if they purchase any of the securities (other than any securities purchased upon exercise of any over-allotment option). The
underwriters may receive compensation from us, for whom they may act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell our common stock to or through dealers, and the dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Such compensation may be
in excess of customary discounts, concessions or commissions.
We
may offer the securities covered by this prospectus into an existing trading market on the terms described in the prospectus supplement
relating thereto. Underwriters, dealers and agents who participate in any at-the-market offerings will be described in the prospectus
supplement relating thereto. To the extent that we make sales through one or more underwriters or agents in at-the-market offerings,
we will do so pursuant to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us and
the underwriters or agents. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell the securities
through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement,
we may sell our securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The agreement
will provide that any securities sold will be sold at prices related to the then-prevailing market prices for our securities. Therefore,
exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms
of the agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks
of our securities. The terms of each such agreement will be set forth in more detail in the applicable prospectus supplement.
We
may sell the securities through agents from time to time. Generally, any agent will be acting on a best efforts basis for the period
of its appointment.
If
we utilize a dealer in the sale of the securities in respect of which this prospectus is delivered, we may sell such securities to the
dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by the dealer at the
time of resale.
In
effecting sales, broker-dealers or agents engaged by us may arrange for other broker-dealers to participate. Broker-dealers or agents
may receive commissions, discounts, or concessions from us in amounts to be negotiated immediately prior to the sale. Such compensation
may be in excess of customary discounts, concessions or commissions.
In
connection with the sale of the securities or otherwise, we may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the securities covered by this prospectus in the course of hedging the positions they assume. We may also sell
short the securities covered by this prospectus and deliver the securities to close out short positions, or loan or pledge the securities
covered by this prospectus to broker-dealers that in turn may sell these securities. We may enter into option or other transactions with
broker-dealers that involve the delivery of the shares offered hereby to the broker-dealers, who may then resell or otherwise transfer
those securities.
Any
underwriter, broker-dealer, or agent that participates in the distribution of the securities may be deemed to be an “underwriter”
as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits they
receive on resale of the securities, may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify
any underwriters or agents and describe their compensation in a prospectus supplement. Any compensation paid to underwriters, dealers
or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to
participating dealers will be provided in the applicable prospectus supplement.
The
aggregate proceeds to us from the sale of the any securities will be the purchase price of such securities less discounts and commissions,
if any.
Underwriters
or agents may purchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short
position. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price
of the securities and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions
involve the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created
in connection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions
allowed to syndicate members or certain dealers if they repurchase the securities in stabilizing or covering transactions. These activities
may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise
prevail in the open market. These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange
on which the securities is traded, in the over-the-counter market or otherwise.
Our
common stock is listed on the Nasdaq Stock Exchange under the symbol “NVFY.”
Agents,
broker-dealers and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.
Agents,
broker-dealers and underwriters or their affiliates may engage in transactions with, or perform services for, us in the ordinary course
of business. We may also use underwriters or other third parties with whom we have a material relationship. We will describe the nature
of any such relationship in the applicable prospectus supplement.
We
are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation
M, which may limit the timing of purchases and sales of any of the securities offered in this prospectus. The anti-manipulation rules
under the Exchange Act may apply to sales of securities in the market and to the actions of the Company and our affiliates.
In
order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless it has been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
To
the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution.
Instead of selling securities under this prospectus, we may sell the securities offered pursuant to other available exemptions from the
registration requirements of the Securities Act.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by FisherBroyles, LLP.
EXPERTS
Our
consolidated financial statements for the year ended December 31, 2022, incorporated by reference in this Prospectus and Registration
Statement have been audited by WWC, P.C., an independent registered public accounting firm,
as set forth in its report thereon, incorporated by reference elsewhere herein, and are included in reliance upon such report given on
the authority of such firm as experts in accounting and auditing.
Our
consolidated financial statements for the year ended December 31, 2021, incorporated by reference in this Prospectus and Registration
Statement have been audited by Centurion ZD CPA & Co., an independent registered public accounting firm, as set forth in its report
thereon, incorporated by reference elsewhere herein, and are included in reliance upon such report given on the authority of such firm
as experts in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that we can
disclose important information about us and our financial condition to you by referring you to another document filed separately with
the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be
part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. This
prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
between the date of the initial registration statement and prior to effectiveness of the registration statement and the documents listed
below that we have previously filed with the SEC:
| |
● |
our
Annual Report on Form 10-K for the year ended December 31, 2022; |
| |
|
|
| |
● |
our
Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2023 and June 30, 2023; |
| |
|
|
| |
● |
our
Current Reports on Forms 8-K filed on May 23, 2023, June 13, 2023, June 14, 2023 and September 6, 2023; and |
| |
|
|
| |
● |
the
description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on January 13, 2014, including
any amendments or reports filed for the purpose of updating such description. |
We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or the termination of
the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable
prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies
or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated
by reference, at no cost, by writing or calling us at the following address or telephone number:
Nova
LifeStyle, Inc.
6565
E. Washington Blvd.
Commerce,
CA 90040
Attention:
Thanh H. Lam
(323)
888-9999
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein,
each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these
securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the Registration
Statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration
statement, including any applicable prospectus supplement, for further information about us and these securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of the Public Reference Room. Because our Common Stock is listed on The NASDAQ Stock Market LLC, you may also inspect reports,
proxy statements and other information at the offices of The NASDAQ Stock Market LLC.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
| Item
14. |
Other
Expenses of Issuance and Distribution. |
The
following table sets forth all expenses payable by us in connection with the offering of our securities being registered hereby. All
amounts shown are estimates except the SEC registration fee.
| Registration fee | |
$ | 8,118 | |
| | |
| | |
| Legal fees and expenses | |
| * | |
| | |
| | |
| Accounting fees and expenses | |
| * | |
| | |
| | |
| Printing and miscellaneous expenses | |
| * | |
| | |
| | |
| Total expenses | |
$ | * | |
*
Estimated expenses are presently not known and cannot be estimated.
| Item
15. |
Indemnification
of Directors and Officers. |
Section
78.138 of the NRS provides that a director or officer is not individually liable to the corporation or its shareholders or creditors
for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (1)
the director’s or officer’s act or failure to act constituted a breach of his fiduciary duties as a director or officer and
(2) his or her breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
This
provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages
resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, shareholders
of our Company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute
negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision,
however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate
or limit the right of our company or any shareholder to obtain an injunction or any other type of non-monetary relief in the event of
a breach of fiduciary duty.
Our
Articles of Incorporation and Amended and Restated Bylaws provide, among other things, that a director, officer, employee or agent of
the corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to the best of our interests, and with respect to any criminal
action or proceeding, such person had no reasonable cause to believe that such person’s conduct was unlawful. The Company also
maintains an insurance policy to assist in funding indemnification of directors and officers for certain liabilities.
Insofar
as indemnification for liabilities arising under the Securities Act may be provided for directors, officers, employees, agents or persons
controlling an issuer pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy
as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification by such director, officer
or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling
person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Exhibit
Number |
|
Description |
| |
|
|
| 1.1 |
|
Form
of Underwriting Agreement.* |
| 3.1 |
|
Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, dated November 10, 2009; File No. 333-163019). |
| 3.2 |
|
Certificate of Amendment to Articles of Incorporation (Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011). |
| 3.3 |
|
Amended and Restated Bylaws (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011). |
| 3.4 |
|
First Amendment to the Amended and Restated Bylaws of Nova Lifestyle, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36259) filed on February 28, 2018) |
| 3.5 |
|
Certificate of Change to Authorized Shares of Nova Lifestyle, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36259) filed on December 20, 2019) |
| 3.6 |
|
Certificate of Change to Authorized Shares of Nova Lifestyle, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36259) filed on September 6, 2023) |
| 4.1 |
|
Specimen Stock Certificate (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011). |
| 4.3 |
|
Form
of Warrant Agreement, including form of Warrant.* |
| 4.4 |
|
Form
of Unit Agreement.* |
| 5.1 |
|
Opinion of FisherBroyles, LLP** |
| 23.1 |
|
Consent of WWC, PC** |
| 23.2 |
|
Consent of Centurion ZD CPA & Co.** |
| 23.3 |
|
Consent of FisherBroyles, LLP (included in legal opinion filed as Exhibit 5.1).** |
| 24.1 |
|
Powers of Attorney (included on signature page).** |
| 107 |
|
Calculation of Filing Fee Tables** |
*
To be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
and incorporated herein by reference.
**
Filed herewith.
The
undersigned hereby undertakes:
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| |
|
|
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
(§230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and |
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| |
|
|
| |
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| |
|
|
| |
(4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| |
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3)) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| |
|
|
| |
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date. |
| |
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424 (§230.424); |
| |
|
|
| |
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
| |
|
|
| |
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
|
| |
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
(6) |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
|
|
| |
(7) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Commerce, State of California on the 13th day of October, 2023.
| |
NOVA
LIFESTYLE, INC. |
| |
|
|
| |
By: |
/s/
Thanh H. Lam |
| |
|
Thanh
H. Lam |
| |
|
Chief
Executive Officer (Principal Executive Officer) |
SIGNATURES
Each
person whose signature appears below constitutes and appoints Thanh Lam as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-3 or other applicable form, with all exhibits thereto, or any and all amendments
(including pre-effective and post-effective amendments) and supplements to a registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Thanh H. Lam |
|
Chief
Executive Officer, President, Director and Chairperson
(Principal
Executive Officer) |
|
October
13, 2023 |
| Thanh
H. Lam |
|
|
|
|
| |
|
|
|
|
| /s/
Jeffery Chuang |
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer) |
|
October
13, 2023 |
| Jeffery
Chuang |
|
|
|
|
| |
|
|
|
|
| /s/
Min Su |
|
Director |
|
October
13, 2023 |
| Min
Su |
|
|
|
|
| |
|
|
|
|
|
/s/
Umesh Patel |
|
Director |
|
October
13, 2023 |
| Umesh
Patel |
|
|
|
|
| |
|
|
|
|
| /s/
Ming-Cherng Sky Tsai |
|
Director |
|
October
13, 2023 |
| Ming-Cherng
Sky Tsai |
|
|
|
|
| |
|
|
|
|
| /s/
Huy P. La |
|
Director |
|
October
13, 2023 |
| Huy
P. La |
|
|
|
|
Exhibit
5.1
 |
1200
G Street, Suite 800
Washington
DC 20005
www.FisherBroyles.com |
October
13, 2023
Nova
Lifestyle, Inc.
6565
E. Washington Blvd.
Commerce,
CA 90040 |
|
Re:
Registration Statement on Form S-3
Ladies
and Gentlemen:
We
have acted as counsel to Nova Lifestyle, Inc., a Nevada corporation (the “Company”), in connection with the filing
by the Company of a Registration Statement on Form S-3 (including the prospectus which is a part thereof, the “Registration
Statement”), with the Securities and Exchange Commission (the “Commission”) for the registration under the
Securities Act of 1933 as amended (the “Act”) of an indeterminate amount and number of the following securities of
the Company, which may be offered and sold from time to time on a delayed or continuous basis pursuant to Rule 415 under the Act for
an aggregate initial offering price of up to $55,000,000: (i) shares of common stock of the Company, par value $0.001 per share (the
“Common Stock”); (ii) shares of preferred stock of the Company, which may be authorized (the “Preferred Stock”);
(iii) warrants to purchase shares of the Common Stock, the Preferred Stock or any combination of such securities (the “Warrants”);
and (iv) units consisting of any of the foregoing securities or a combination thereof (the “Units”). The Common Stock,
Preferred Stock, Warrants, and Units are referred to herein each as a “Security” and collectively as the “Securities.”
This opinion letter is being rendered pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K.
In
connection with this opinion, we have examined such documents and considered such legal matters deemed by us to be relevant to this opinion
letter and the Registration Statement, including the Articles of Incorporation of the Company, as amended through the date hereof (the
“Articles of Incorporation”), the Bylaws of the Company, as amended through the date hereof (the “Bylaws”),
and the record of corporate proceedings. In making all of our examinations, we assumed the genuineness of all signatures, the authority
of the persons who executed such documents, the authenticity of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, and the due execution and delivery of all documents by any persons or entities
where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents. As to various
factual matters that are material to our opinion letter, we have relied upon certificates of public officials and certificates, resolutions,
documents, statements and other information of the Company or its representatives. We have not independently verified or investigated,
nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements.
We
have assumed that any warrant agreements relating to the Warrants, any unit agreements relating to the Units, and any other agreements/offering
documents relating to the issuance and sale of the Securities by the Company will not, in each case, violate or constitute a default
or breach under: (i) any agreement or instrument to which the Company or its properties is subject; (ii) any law, rule or regulation
to which the Company is subject; (iii) any judicial or regulatory order or decree of any governmental authority; or (iv) any consent,
approval, license, authorization or validation of, or filing, recording or registration with any governmental authority.
We
have further assumed that: (i) the Registration Statement and any amendments thereto will have become effective under the Act and comply
with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (ii) an appropriate
prospectus supplement, free writing prospectus or term sheet relating to the Securities offered thereby will be prepared and filed with
the Commission in compliance with the Act and will comply with all applicable laws at the time the Securities are offered or issued as
contemplated by the Registration Statement; (iii) all Securities will be issued and sold in compliance with the applicable provisions
of the Act and the securities or blue sky laws of various states and in the manner stated in the Registration Statement and the applicable
prospectus supplement; (iv) that the trustee under any indenture shall have been qualified pursuant to the Trust Indenture Act of 1939
at the time the Securities are offered or issued (or such later time as may be permitted pursuant to the rules, regulations, interpretations
or positions of the Commission) as contemplated by the Registration Statement; (v) a definitive and enforceable purchase, underwriting
or similar agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered
by the Company and the other parties thereto, and the consideration payable for the Securities sold thereunder shall have been paid to
the Company in accordance with such underwriting, purchase or similar agreement; (vi) at the time of issuance of any shares of Common
Stock (including any such shares issuable upon the conversion of another Security), the Company has a sufficient number of authorized
but unissued shares of Common Stock under its Articles of Incorporation; (vii) the Company is and shall remain validly existing as a
corporation under the laws of the Nevada Revised Statutes (“NRS”); and (viii) any Securities issuable upon conversion, exchange
or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon
such conversion, exchange or exercise.
The
opinions set forth in paragraphs 3 and 4 below are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium,
arrangement or similar laws affecting the rights and remedies of creditors generally, including the effect of statutory or other laws
regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless
of whether enforceability is considered in a proceeding in equity or at law. We express no opinion regarding the effectiveness of (A)
any waiver of stay, extension or usury laws or of unknown future rights or (B) provisions relating to indemnification, exculpation or
contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws.
We
do not herein express any opinion concerning any matter respecting or affected by any laws other than provisions of Chapter 78 of the
NRS as now in effect and that, in the exercise of reasonable professional judgment, are normally considered in transactions such as the
issuance of the Securities. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the
matters covered herein of any other laws, the laws of any other jurisdiction or the local laws of any jurisdiction. The opinion hereinafter
set forth is based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise
you of changes to such pertinent laws or facts that hereafter may come to our attention. We assume no obligation to revise or supplement
this opinion letter in the event of future changes in such laws or the interpretations thereof or such facts. We express no opinion regarding
the Act, or any other federal or state laws or regulations.
Based
upon the foregoing, and in reliance thereon, we are of the opinion that:
1.
With respect to shares of the Common Stock, when (i) the Board of Directors of the Company or a duly constituted and acting committee
thereof (such Board of Directors or such committee thereof being hereinafter collectively referred to as the “Board”)
has taken all necessary corporate action in conformity with the Articles of Incorporation and Bylaws to approve the issuance of the Common
Stock, the terms of the offering thereof and related matters, and (ii) certificates representing shares of the Common Stock have been
duly executed, registered and delivered either (a) in accordance with the applicable definitive purchase, underwriting or similar agreement
approved by the Board against payment of the consideration therefor (not less than the par value of the Common Stock) as provided therein;
or (b) upon conversion, exchange or exercise of any other Security in accordance with the terms of the Security or the instrument governing
the Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board
(not less than the par value of the Common Stock), then, upon the happening of such events, such shares of Common Stock will be validly
issued, fully paid and non-assessable.
2.
With respect to shares of the Preferred Stock, when (i) the Company has taken all necessary corporation action in conformity with the
Articles of Incorporation, the Bylaws and Chapter 78 or the NRS to create and authorize the issuance of Preferred Stock, (ii) the Board
and, if necessary, the shareholders of the Company have taken all necessary corporate action in conformity with the Articles of Incorporation
and Bylaws to approve the issuance and terms of a particular class or series of shares of Preferred Stock, the terms of the offering
thereof and related matters, including the adoption of a Certificate of Designation for such Preferred Stock in accordance with applicable
law relating to such shares of Preferred Stock and the filing of such Certificate of Designation with the Secretary of State of the State
of Nevada, if applicable, and (iii) if certificated, certificates representing shares of the Preferred Stock have been duly executed,
registered and delivered either (a) in accordance with the applicable definitive purchase, underwriting or similar agreement approved
by the Board against payment of the consideration therefor (not less than the par value of the Preferred Stock) as provided therein;
or (b) upon conversion, exchange or exercise of any other Security in accordance with the terms of the Security or the instrument governing
the Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board
(not less than the par value of the Preferred Stock), then, upon the happening of such events, such shares of Preferred Stock will be
validly issued, fully paid and non-assessable.
3.
With respect to the Warrants, when (i) the Board has taken all necessary corporate action in conformity with the Articles of Incorporation
and Bylaws to approve the form, terms, execution and delivery of a warrant agreement (including a form of certificate evidencing the
Warrants), the issuance of the Warrants, the terms of the offering thereof and related matters, and (ii) the certificates evidencing
the Warrants with such terms are duly executed, attested, issued and delivered by duly authorized officers of the Company in accordance
with the provisions of the applicable warrant agreement and the applicable definitive purchase, underwriting or similar agreement approved
by the Board against payment of the consideration therefor as provided therein, then, upon the happening of such events, such Warrants
will be binding obligations of the Company, enforceable against the Company in accordance with their terms.
4.
With respect to the Units, when (i) the Board has taken all necessary corporate action in conformity with the Articles of Incorporation
and Bylaws to approve the form, terms, execution and delivery of a unit agreement (including a form of certificate evidencing the Units),
the issuance of the Units, the terms of the offering thereof and related matters, and (ii) the certificates evidencing Units with such
terms are duly executed, attested, issued and delivered by duly authorized officers of the Company in accordance with the provisions
of the applicable unit agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board against
payment of the consideration therefor as provided therein, then, upon the happening of such events, such Units will constitute binding
obligations of the Company, enforceable against the Company in accordance with their terms.
No
opinion may be implied or inferred beyond the opinions expressly stated in the paragraph immediately above. Our opinion expressed herein
is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may
come to our attention after the date hereof that may affect our opinions expressed herein.
We
consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading
“Legal Matters” in the prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
Very
truly yours,
FISHERBROYLES,
LLP
/s/
FisherBroyles, LLP
J.Q.L.
/ S.L
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
Nova
Lifestyle Inc.
We
hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated April 17, 2023, relating
to the consolidated balance sheets of Nova LifeStyle, Inc., and its subsidiaries (collectively the “Company”) as
of December 31, 2022, and the related consolidated statements of loss and comprehensive loss, stockholders’ equity, and cash flows
for the year ended December 31, 2022 and the related notes (collectively referred to as the “financial statements”) which
appears in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022.
We
also consent to the Company’s reference to WWC, P.C., Certified Public Accountants, as experts in accounting and auditing under
the caption “Experts” in such Registration Statement.
/s/
WWC, P.C.
WWC,
P.C.
Certified
Public Accountants
San
Mateo, California
PCAOB
ID: 1171
October
13, 2023
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated April 8, 2022, relating
to the consolidated financial statements of Nova LifeStyle, Inc. and its subsidiaries (collectively the “Company”), which
appears in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the Securities and Exchange
Commission.
We
also consent to the reference of our Firm under the caption “Experts” in such Registration Statement.
/s/
Centurion ZD CPA & Co.
Centurion ZD CPA & Co.
Hong Kong, China
October 13, 2023
Exhibit
107
Calculation
of Filing Fee Tables
S-3
(Form
Type)
Nova
LifeStyle, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
| | |
Security
Type | |
Security
Class Title | |
Fee
Calculation
or Carry Forward
Rule | |
Amount
Registered | | |
Proposed
Maximum
Offering Price Per
Unit | | |
Maximum
Aggregate
Offering Price | | |
Fee
Rate | | |
Amount
of
Registration
Fee | |
| | |
| |
| |
| |
| | |
| | |
| | |
| | |
| |
| Newly Registered Securities |
|
| Fees
to Be Paid | |
Equity | |
Common
stock, par value $0.001 per share | |
Rule
457(o) | |
| — | | |
| — | | |
| — | | |
| — | | |
| | |
| | |
Equity | |
Preferred
Stock | |
Rule
457(o) | |
| — | | |
| — | | |
| — | | |
| — | | |
| | |
| | |
Equity | |
Warrants | |
Rule
457(o) | |
| — | | |
| — | | |
| — | | |
| — | | |
| | |
| | |
Other | |
Unites | |
Rule
457(o) | |
| — | | |
| — | | |
| — | | |
| — | | |
| | |
Unallocated
(Universal Shelf) | |
| |
Rule
457(o) | |
| (1 | ) | |
| (2 | ) | |
$ | 55,000,000 | (2) | |
| 0.00014760 | | |
$ | 8,118 | (3) |
| Fees
previously Paid | |
| |
| |
| |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
Total
Offering Amounts | |
| | | |
| | | |
$ | 55,000,000 | | |
| 0.00014760 | | |
$ | 8,118 | (3) |
| | |
Total
Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
$ | 0.00 | |
| | |
Total
Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
$ | 6,000.50 | (4) |
| | |
Net
Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 2,117.50 | (4) |
(1)
There are being registered hereunder such indeterminate number or amount of common stock, preferred
stock, warrants and units, consisting of some or all of these securities in any combination, as may from time to time be issued by Nova
LifeStyle, Inc. (the “Registrant”) at indeterminate prices, which together shall have an aggregate initial offering price
not to exceed $55,000,000. This registration statement also covers an indeterminate number of securities that may be issuable upon conversion,
redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions.
(2)
The proposed maximum aggregate offering price per class of security will be determined from time
to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified
as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item
16(b) of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”).
(3)
Estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities
Act. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $55,000,000.
(4)
Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration
fee due under this registration statement by $6,000.50, reflecting the amount calculated at the fee rate in effect at the date of the
Registrant’s registration statement on Form S-3 filed by the Registrant with the U.S. Securities and Exchange Commission on October
8, 2020, and declared effective on October 15, 2020, (Registration No. 333-249384) (the “2020 Registration Statement”), which
represents the portion of the registration fee previously paid with respect to $56,879,377.60 of unsold securities previously registered
under the 2020 Registration Statement.
Table
2: Fee Offset Claims and Sources
| | |
Registrant
or Filer
Name | |
Form
or
Filing
Type | |
File
Number | |
Initial
Filing
Date | | |
Filing
Date | | |
Fee
Offset
Claimed | | |
Security
Type
Associated
with Fee
Offset Claimed | |
Security
Title Associated
with Fee
Offset Claimed | | |
Unsold
Securities
Associated
with
Fee Offset
Claimed | |
Unsold
Aggregate
Offering Amount
Associated
with
Fee Offset Claimed | | |
Fee
Paid
with Fee
Offset
Source | |
|
Rule
457(p)
| |
Fee
Offset Claims | |
Nova
LifeStyle, Inc. | |
S-3 | |
333-249384 | |
| 10/8/2020 | | |
| — | | |
$ | 6,000.50 | (1) | |
Unallocated
(Universal Shelf) | |
| Common
Stock, par value $0.001
per share Preferred
Stock Warrants
Units | | |
Unallocated
(Universal Shelf) | |
$ | 56,879,337.6 | (1) | |
| — | |
| Fee
Offset Sources | |
Nova
LifeStyle, Inc. | |
S-3 | |
333-249384 | |
| — | | |
| 10/8/2020 | | |
| — | | |
— | |
| — | | |
— | |
| — | | |
$ | 6,000.50 | |
(1)
Pursuant to Rule 457(p) promulgated under the Securities Act, the Registrant hereby offsets the
total registration fee due under this registration statement by $6,000.50 (calculated at the fee rate in effect at the date of the Registrant’s
2020 Registration Statement of $109.10 per million dollars), which represents the portion of the registration fee previously paid with
respect to $56,879,377.60 of unsold securities previously registered under the 2020 Registration Statement.
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