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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): October 31, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 3, 2025, Nova LifeStyle, Inc., a Nevada corporation (the “Company”) filed a Certificate of Change (the “Share
Increase Amendment”) with the Secretary of State for the State of Nevada to amend its Articles of Incorporation to increase
the amount of authorized shares of its common stock, par value $0.001 per share, from 250,000,000 shares to 5,000,000,000 shares. The
Share Increase Amendment was approved by the Company’s Board of Directors (the “Board”) on September 15, 2025
and by the shareholders at a special meeting of the Company’s shareholders held on October 31, 2025. The Share Increase Amendment
does not affect the rights of the Company’s shareholders and was effective immediately upon filing.
A
copy of the Certificate of Change, as filed with the Nevada Secretary of State, is filed herewith as Exhibit 3.1 and is incorporated
herein by reference.
On
November 3, 2025, the Company filed a Certificate of Amendment (the “Name Change Amendment”) with the Secretary of
State for the State of Nevada to amend its Articles of Incorporation to change the Company’s name from “Nova LifeStyle, Inc.”
to “XMax Inc.” The Name Change Amendment was approved by the Board on September 15, 2025 and by the shareholders at a special
meeting of the Company’s shareholders held on October 31, 2025. The Name Change Amendment was effective immediately upon filing.
A
copy of the Certificate of Amendment, as filed with the Nevada Secretary of State, is filed herewith as Exhibit 3.2 and is incorporated
herein by reference.
On November 3, 2025, the Company amended and
restated its bylaws to change the Company’s name from “Nova LifeStyle, Inc.” to “XMax Inc.” The amendment
became effective immediately.
A copy of the Second Amended and Restated Bylaws
of the Company is filed herewith as Exhibit 3.3 and is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
October 31, 2025, the Company held a special meeting of the stockholders (the “Meeting”). A quorum was present
at the Meeting and shareholders: (i) approved an amendment to the Articles of Incorporation of the Company to increase the total number
of its authorized shares of common stock, par value $0.001 per share, from 250,000,000 shares to 5,000,000,000 shares (“Share
Increase Amendment”); (ii) approved an amendment to the Articles of Incorporation of the Company to o change the Company’s
name from “Nova LifeStyle, Inc.” to “XMax Inc.” (“Name Change Amendment”) and (iii)
approve to grant discretionary authority to the Company’s Chairperson of the Board of Directors and Chief Executive Officer to
adjourn the Meeting for the purpose of soliciting additional proxies to approve the proposals (i) and (ii).
The
final voting results of the matters submitted to a shareholder vote at the Meeting are as follows:
Proposal
1: Share Increase Amendment
| For |
|
Against |
|
Abstain |
| 26,751,736 |
|
196,649 |
|
2 |
Proposal
2: Name Change Amendment
| For |
|
Against |
|
Abstain |
| 26,927,223 |
|
19,702 |
|
1,462 |
Proposal
3: Approval of Grant of Discretionary Authority to Adjourn the Meeting
| For |
|
Against |
|
Abstain |
| 26,751,065 |
|
196,921 |
|
401 |
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 3.1 |
|
Certificate of Change to the Articles of Incorporation of Nova LifeStyle Inc. filed on November 3, 2025 |
| 3.2 |
|
Certificate of Amendment to the Articles of Incorporation of Nova LifeStyle Inc. filed on November 3, 2025 |
| 3.3 |
|
Second Amended and Restated Bylaws of Nova Lifestyle, Inc. |
| 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/
Xiaohua Lu |
| |
|
Xiaohua
Lu |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
November 4, 2025 |
|
|
