false
0001473334
0001473334
2025-09-25
2025-09-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 25, 2025
Nova
LifeStyle, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-36259 |
|
90-0746568 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
6565
E. Washington Blvd., Commerce, CA 90040
(Address
of Principal Executive Office) (Zip Code)
(323)
888-9999
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
NVFY |
|
Nasdaq
Stock Market |
Item
1.01 Entry into a Material Definitive Agreement
See
disclosure in Item 2.01 below and incorporate herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
September 25, 2025, Nova Furniture Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Nova
LifeStyle, Inc. (the “Company”) closed its subscription of 99.815% interest in Preamble Capital, A Series of CGF2021
LLC (the “Preamble Capital”), a Delaware Limited Liability Company for $5,664,500.05, as previously disclosed in the
Form 8-K filed by the Company with SEC on September 29, 2025.
On
September 26, 2025, Preamble Capital entered into a Subscription Agreement (the “Agreement”) with a certain fund that
holds an aggregate of 353,772 shares of Common Stock of Space Exploration Technologies Corp., a Texas corporation (“SpaceX”),
comprising of 121,805 shares of Class A Common Stock and 231,967 shares of Class C Common Stock of Space X. Pursuant to the Agreement,
Preamble Capital subscribed approximately 6.667% interest of such fund for an amount of $5,660,000.05 (the “Transaction”).
On September 29, 2025, Preamble Capital closed the Transaction.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses or funds acquired. The information required by Item 9.01 (a) is not being filed herewith but
will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K is
required to be filed.
(b)
Pro forma financial information. The information required by Item 9.01(b) is not being filed herewith and will be filed or furnished
by amendment no later than 71 calendar days after the date on which this Form 8-K is required to be filed.
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:
October 1, 2025 |
|
|
