Nova LifeStyle sells 3,708,500 shares at $3.78 in direct sale

Nova LifeStyle, Inc. entered into a Securities Purchase Agreement for a registered direct offering of 3,708,500 shares of common stock at $3.78 per share, delivering aggregate gross proceeds of $14,018,130 before expenses.

Rhea-AI Filing Summary

Nova LifeStyle, Inc. entered into a Securities Purchase Agreement for a registered direct offering of 3,708,500 shares of common stock at $3.78 per share, delivering aggregate gross proceeds of $14,018,130 before expenses.

The shares will be issued off the company’s effective Form S-3 shelf registration statement (File No. 333-274970). This transaction provides primary capital to the company through a direct sale to identified purchasers under the agreement.

Insights

Capital markets analyst

Direct equity raise: cash in, potential dilution.

Nova LifeStyle disclosed a registered direct sale of 3,708,500 common shares at $3.78, for gross proceeds of $14,018,130. The transaction uses the company’s effective Form S-3, indicating shares are registered and can settle without a separate private placement exemption.

Registered direct offerings place stock with specific purchasers, typically at a negotiated price. Proceeds accrue to the issuer; pricing and size are fixed in the agreement. Share issuance increases the share count, which can dilute existing holders, while cash strengthens the balance sheet.

Key mechanics derive from the executed purchase agreement and effective shelf. Actual impact depends on how proceeds are allocated internally and subsequent market reception.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NVFY announce in this 8-K?

The company entered a Securities Purchase Agreement for a registered direct offering of 3,708,500 shares at $3.78 per share.

How much cash will Nova LifeStyle raise from the offering?

The transaction provides aggregate gross proceeds of $14,018,130 before offering expenses.

Is the NVFY offering registered?

Yes. The shares are being sold under an effective Form S-3 shelf registration statement (File No. 333-274970).

What type of transaction is this for NVFY?

It is a registered direct offering, placing shares directly with identified purchasers.

Who receives the proceeds from this NVFY transaction?

The issuer, Nova LifeStyle, Inc., receives the gross proceeds from the sale of newly issued shares.

What is the share price in the NVFY offering?

The purchase price is $3.78 per share for the registered direct sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/14/2025 - 05:26 PM Learn about SEC filing dates

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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 13, 2025

Nova LifeStyle, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-36259		90-0746568
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

6565 E. Washington Blvd., Commerce, CA 90040

(Address of Principal Executive Office) (Zip Code)

(323) 888-9999

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NVFY		Nasdaq Stock Market

Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2025, Nova LifeStyle, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company will sell to the Purchasers in a registered direct offering, an aggregate of 3,708,500 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”) at a purchase price of $3.78 per share, for aggregate gross proceeds to the Company of $14,018,130, before deducting offering expenses payable by the Company.

The Shares are being offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 previously filed with the U.S. Securities and Exchange Commission on October 13, 2023 and declared effective on October 23, 2023 (File No. 333-274970) (the “Registration Statement”).

The form of Purchase Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by form of Purchase Agreement which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
5.1		Opinion of FisherBroyles, LLP
10.1		Form of Securities Purchase Agreement.
23.1		Consent of FisherBroyles, LLP (included in Exhibit 5.1)
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: October 14, 2025