[8-K] Nova Lifestyle, Inc. Reports Material Event

Rhea-AI Filing Summary

Nova Lifestyle, Inc. agreed to sell, in a best-efforts public offering, an aggregate of 9,836,054 shares of common stock and 19,672,108 warrants exercisable into an equal number of shares. Each share is paired with two warrants (each warrant exercisable for one share). The combined purchase price for one share plus its two warrants is $0.915. The transaction structure increases the company’s outstanding common shares and potential dilution if warrants are exercised. The filing references a closing press release announcing the offering.

Positive

• Raises capital through sale of shares and warrants, providing liquidity to the company
• Warrants extend investor optionality, potentially attracting buyers by offering upside if the share price rises

Negative

• Significant potential dilution: 9,836,054 shares now plus 19,672,108 shares issuable on warrant exercise
• Low combined price of $0.915 per share-plus-warrants implies a discounted valuation for the equity issued
• Best-efforts offering may result in uncertain proceeds if the offering is not fully subscribed

Insights

Financial Analyst

TL;DR: Company completed a best-efforts equity offering with attached warrants at a sub-dollar combined price, increasing share count and potential dilution.

This financing issues 9.84 million shares and 19.67 million warrants at a combined price of $0.915 per share-plus-warrants. From an analyst perspective, the raise provides near-term liquidity but is dilutive: each issued share comes with two warrants that could more than double the incremental share count upon full exercise. The low combined price suggests capital was raised at a discounted valuation, which may pressure per-share metrics until proceeds are deployed into value-accretive uses or until warrant exercises occur. Impact rating: 0 (neutral) reflecting materiality but mixed implications for existing shareholders.

Corporate Finance Specialist

TL;DR: The transaction materially increases potential share count and is dilutive; pricing reflects a discounted equity raise likely aimed at swift capital access.

This structure—one share plus two detachable warrants—creates significant potential future dilution: 9.84 million shares issued now and 19.67 million additional shares issuable on warrant exercise. The best-efforts offering implies conditional placement and market-dependent execution. For capital structure and valuation, investors should note the exercise leverage embedded in the warrants and that proceeds per current share effectively reflect the $0.915 package price rather than a pure equity price. Impact rating: -1 (negative) due to clear dilution risk and low implied valuation absent offsetting strategic benefits disclosed in the filing.

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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): September 3, 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 Material Definitive Agreement.

Entry into a Securities Purchase Agreement and Amendment thereto

On September 4, 2025, Nova Lifestyle, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with purchasers named therein (each, a “Purchaser” and collectively the “Purchasers”), pursuant to which the Company agreed to sell, in a best-efforts public offering, an aggregate of (i) 9,836,054 shares (the “Shares”) of the Company’s common stock, par value $0.001 (“Common Stock”) and (ii) 19,672,108 warrants to purchase 19,672,108 shares of Common Stock (the “Warrants” and such shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). Each share of Common Stock is being sold together with two Warrants, with each Warrant to purchase one share of Common Stock. The combined purchase price per Share and accompanying Warrants is $0.915.

The Warrants are exercisable at an exercise price of $1.098 per share immediately upon issuance, and will expire five years following the date of issuance.

On September 4, 2025, the Company closed the public offering of these securities for gross proceeds of approximately $9.0 million (the “Offering”). The net proceeds to the Company from the Offering, after deducting the Placement Agent’s fees and expenses and the Company’s offering expenses is approximately $8.15 million. The Company intends to use the net proceeds for working capital, marketing expenditures, repayment of short-term debt and capital expenditures

American Trust Investment Services, Inc. acted as the exclusive placement agent for the Offering pursuant to the Placement Agency Agreement, dated September 3, 2025 (in the form attached hereto as Exhibit 1.1). As compensation for such placement agent services, the Company paid ATIS an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Offering, plus a non-accountable expense allowance equal to 1.0% of the gross proceeds received by the Company, and out-of-pocket expenses of $150,000.

The Offering was pursuant to a Registration Statement on Form S-1, as amended (File No. 333-287559), which was declared effective by the United States Securities and Exchange Commission (the “SEC”) on August 27, 2025. The prospectus relating to the Offering has been filed with the SEC.

The forms of the Purchase Agreement and the Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

In addition, pursuant to the terms of the Placement Agency Agreement, the Company’s officers and directors agreed with ATIS to be subject to a lock-up period of 90 days and the Company also agreed to similar lock-up restrictions on the issuance and sale of Company securities for 90 days following the closing date of the Offering, in each case subject to customary exclusions.

Item 8.01 Other Events

The Company issued press releases announcing the pricing and closing of the Offering, which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Form of Placement Agency Agreement
4.1		Form of Warrant
10.1		Form of Securities Purchase Agreement
99.1		Pricing Press Release, dated September 3, 2025
99.2		Closing Press Release, dated September 4, 2025
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: September 4, 2025

FAQ

What did Nova Lifestyle (NVFY) agree to sell in the offering?

The company agreed to sell 9,836,054 common shares and 19,672,108 warrants exercisable for 19,672,108 shares.

How many warrants does each share come with in the NVFY offering?

Each share is sold together with two warrants, and each warrant is exercisable for one share.

What is the combined purchase price per share and warrants for NVFY?

The combined purchase price for one share plus its two warrants is $0.915.

Does the offering create potential dilution for NVFY shareholders?

Yes. The offering immediately increases outstanding shares by 9,836,054, with an additional 19,672,108 shares possible if all warrants are exercised.

What type of offering was used by NVFY?

The offering was conducted as a best-efforts public offering, meaning placement depends on purchaser subscription under market conditions.