Every 8-K that Nova Lifestyle, Inc. (NVFY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NVFY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NVFY filings page.
XMax Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 5, 2026. Shareholders elected six directors, including Umesh Patel and Xiaohua Lu, to serve until the 2027 annual meeting. Each director nominee received over 12.4 million votes in favor, with relatively few votes against or abstentions and 5,752,115 broker non-votes recorded for each.
Shareholders approved and ratified the appointment of Enrome LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 18,214,504 votes for and small numbers against or abstaining. On an advisory, non-binding basis, shareholders approved the compensation of named executive officers with 12,467,949 votes for. In a separate advisory vote on frequency, most shareholders favored holding the executive compensation vote every year, and the Board currently intends to conduct this advisory vote annually.
XMax Inc. entered into Securities Purchase Agreements with certain non-U.S. investors for a private placement of its common stock. The company agreed to sell 486,500 shares at $7.347 per share, for an aggregate purchase price of $3,574,315.50.
The transaction is structured as an unregistered offering under Regulation S of the Securities Act of 1933. Purchasers are subject to an 18‑month lock-up starting on the agreement date, during which they may not transfer or dispose of the acquired shares or related convertible or exercisable securities without the company’s prior written consent.
XMax Inc. filed a current report describing Board approval of an amended and restated Code of Business Conduct and Ethics on April 30, 2026. The revised code applies to all employees, officers, directors, and certain third parties acting for the company.
The company states the changes reflect what it considers current best practices and make technical, administrative, non-substantive updates, and that adoption did not involve any waiver of provisions in the prior code. The full revised code is filed as Exhibit 14.1 and is also posted in the Investor Relations section of the company’s website.
XMax Inc. entered into Securities Purchase Agreements with six non-U.S. investors to sell 8,550,000 shares of common stock at $3.64 per share, for an aggregate private placement of $31,122,000 under Regulation S. The company states it had 63,602,326 common shares issued as of April 29, 2026.
XMax Inc. reported that its wholly owned subsidiary XMax AI Inc. entered a Cloud Services Agreement with SuperX AI Technology USA for cloud infrastructure, large language model APIs, and related support services totaling US$4,800,000 in fees, payable monthly.
The contract covers cloud computing resources delivered via a third-party provider, API access to AI models, and value-added services such as architecture design, optimization, technical support, cost analysis, migration planning, security and compliance advisory, and technical training. XMax AI retains full ownership of all customer data, which Party B may access only as needed to perform services.
The agreement becomes effective when services commence and automatically renews for one-year terms unless either party gives at least 60 days written non-renewal notice before expiry. It may be terminated for dissolution, material breach, force majeure, mutual agreement, or legal requirements. Either party can also terminate on 30 days written notice, with XMax AI paying accrued fees and SuperX refunding unused prepayments and any remaining deposit within 10 days after termination.
XMax Inc. filed a current report describing a renewed employment agreement with its Chief Executive Officer, Mr. Xiaohua Lu. Effective April 21, 2026, Mr. Lu will continue to serve as CEO for another one-year term, with the agreement subject to renewal.
Under the renewed agreement, Mr. Lu will receive an annual salary of $80,000 and is eligible for an annual cash bonus at the sole discretion of the Board of Directors. The full employment agreement is filed as Exhibit 10.1 and incorporated by reference.
XMax Inc., through its Cayman subsidiary Xmax Beta Holdings Ltd., entered a Subscription Agreement on April 15, 2026 to invest $5,450,000 into Preamble X Capital I, raising its interest in that vehicle to more than 99.9%.
On April 17, 2026, Preamble X Capital I agreed to invest $5,350,000 for approximately a 3.680% interest in a private investment fund, which plans to use that amount to acquire beneficial ownership of 258,051 shares of Class A Common Stock of Space Exploration Technologies Corp. The subscription by Xmax Beta Holdings and the subsequent fund investment were completed by April 20, 2026 and are treated as an acquisition of assets.
XMax Inc. entered into Securities Purchase Agreements with twenty-two non-U.S. investors for a private placement of its common stock. The company agreed to sell 462,500 shares of common stock at $6.705 per share, for an aggregate purchase price of $3,101,062.50.
The transaction is structured as a Regulation S private placement under the Securities Act, meaning the shares are being sold to non-U.S. persons without SEC registration. The form of the Securities Purchase Agreements is filed as an exhibit, and the unregistered equity issuance is also disclosed under the unregistered sales of equity securities item.
XMax Inc., through its wholly owned subsidiary XMax AI Inc., entered into an AI Inference Platform Deployment and Service Agreement with Cloud Alliance Inc. to build a cloud-based AI inference platform on Amazon Web Services.
The fixed service fee is US$400,000, with a non-refundable mobilization payment of US$200,000 due within three business days after signing and the remaining US$200,000 payable within three business days after the Company formally accepts the platform. The deployment is expected to complete in about 30 days and is intended to support scalable AI applications, multi-model integration, user authentication, integrated payments, usage-based billing, and workflow management. XMax describes this as a foundational step in shifting from a traditional product-focused business toward a software-centric, platform-based AI strategy.
XMax Inc. entered into a Securities Purchase Agreement with StratoCore Solutions Ltd. to complete a private placement of 1,958,000 common shares at $3.575 per share, for an aggregate price of $6,999,850. The transaction is being conducted as an unregistered offering under Regulation S.
XMax Inc.
XMax Inc. entered a Securities Purchase Agreement to sell 8,500,000 shares of common stock in a registered direct offering at $4.23 per share, for gross proceeds of $35,955,000 before expenses. The shares will be issued under an already effective shelf registration statement on Form S-3.
XMax Inc., through its Cayman subsidiary Xmax Beta Holdings Ltd., entered into a material Subscription Agreement with Preamble X Capital I on February 4, 2026. The Company subscribed an additional US$3,048,773.60, increasing its interest in Preamble X Capital I to approximately 99.9%, and completed this subscription the same day.
Preamble X Capital I had previously agreed on February 4, 2025 to subscribe 34,963 equity certificates in a dedicated SPV for US$3,048,773.60, with each certificate entitled to a share of Series B Preferred Stock of X.AI Holdings Corp.. Allocations Fund Administration, LLC serves as administrative manager of Preamble X Capital I, and the applicable management fee percentage for XMax’s subsidiary is stated as 0%.
XMax Inc. entered into a new loan agreement with Joycheer Trade Limited on January 28, 2026. Under this agreement, XMax will provide Joycheer with a $5.3 million loan as aggregate principal.
The loan carries a 6% annual interest rate and will mature one year after the loan funding date. The agreement includes customary representations, warranties, and events of default, and the full loan contract is attached as an exhibit to the report.
XMax Inc. reported changes to its Board of Directors. On January 5, 2026, the Board appointed Matthew Beck, age 41, as a new independent director under NASDAQ Rule 5605(a)(2). Beck has recent experience as Co-Founder and director of Endcap, a SaaS advisory firm, and has held sales and regional leadership roles at several software companies.
In a Director Agreement dated January 6, 2026, Beck is entitled to $1,880 in monthly compensation, plus expenses, and is subject to customary confidentiality and non-disclosure obligations. On January 8, 2026, director Charlie Huy La resigned from the Board and from his roles as Chairman of the Nominating and Corporate Governance Committee and member of the Compensation and Audit Committees, effective immediately. The company states that Mr. La’s resignation was not due to any disagreement with the company, its management, or its directors.
XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a material subscription agreement on December 2, 2025. The subsidiary acquired approximately 99.88% of Preamble X Capital I for a subscription amount of US$8,461,428.80, with an applicable management fee percentage of 0%.
On the same day, Preamble X Capital I subscribed for 40,106 equity certificates of a special purpose vehicle (SPV) for US$2,999,928.80. The SPV holds 502,236 equity certificates, each tied to a share of Series B Preferred Stock of X.AI Corp., which are directly held by a fund. On December 8, 2025, Preamble X Capital I also agreed to subscribe interests in a separate fund for US$5,400,000, to be used by that fund to purchase common stock of X.AI Corp.
XMax Inc., through its Cayman subsidiary Xmax Alpha Holdings Ltd., has taken an indirect stake in Space Exploration Technologies Corp. (SpaceX) via a fund investment. On October 15, 2025, the subsidiary subscribed a 99.82% interest in Preamble Capital I for $5,605,000, making it the main member of that fund vehicle. Preamble Capital I then committed $5,600,000 on October 16, 2025 to another fund that buys SpaceX shares. On November 24, 2025, Preamble Capital I completed the acquisition of a 39.7% interest in that underlying fund, which holds 55,629 shares of SpaceX Class A common stock and 3,781 shares of SpaceX Class C common stock, giving XMax economic exposure to those securities.
XMax Inc. reported that it has entered into a Convertible Promissory Note Purchase Agreement with Billiongold Holding Limited. Under this deal, XMax issued a $5,000,000 convertible promissory note that bears interest at 6% per year and matures 36 months after the purchase price is paid to the company.
The note allows the holder, at its option, to convert any outstanding principal and interest into XMax common stock at a fixed conversion price of $7.80 per share at any time until the balance is fully repaid. The security was sold under a Regulation S exemption, meaning it was offered outside the United States without SEC registration.
XMax Inc. reported a board leadership change. On November 18, 2025, the Board received a resignation letter from Ms. Thanh H. Lam, who stepped down as Chairperson of the Board effective immediately. The company states that Ms. Lam’s resignation is not due to any disagreement with the company, its management, or its other directors. Ms. Lam will continue to serve as Chief Executive Officer of Diamond Bar Outdoors Inc., a wholly owned subsidiary of XMax Inc., so she remains involved in the broader business through that role.
Nova LifeStyle, Inc. reported shareholder approval to amend its Articles of Incorporation, increasing authorized common stock from 250,000,000 shares to 5,000,000,000 shares. The amendment, approved by the Board on September 15, 2025 and by shareholders on October 31, 2025, became effective upon filing on November 3, 2025. The company also changed its corporate name to XMax Inc., effective immediately upon filing, and amended and restated its bylaws to reflect the new name.
At the special meeting, the share increase passed with 26,751,736 votes for, 196,649 against, and 2 abstentions. The name change passed with 26,927,223 for, 19,702 against, and 1,462 abstentions. A proposal granting discretionary authority to adjourn the meeting, if needed, also passed. The company’s common stock is listed on Nasdaq under the symbol NVFY.
Nova LifeStyle (NVFY) reported a new investment agreement. On October 15, 2025, its indirectly wholly owned subsidiary, Xmax Alpha Holdings Ltd., entered into and completed a Subscription Agreement to purchase a 99.82% interest in Preamble Capital I, A Series of CGF2021 LLC for $5,605,000. The applicable management fee percentage for the Company is 0%.
On October 16, 2025, that fund subscribed $5,600,000 into another fund that will use the proceeds to purchase common stock of Space Exploration Technologies Corp. (SpaceX). This establishes an indirect exposure to SpaceX through layered fund interests. Sydecar LLC serves as the fund administrator.
Nova LifeStyle (NVFY) expanded its Board of Directors from six to seven members and appointed Yizhou (Steven) Zhao to the Board, effective October 10, 2025. Zhao currently serves as the Company’s Chief Operating Officer and Corporate Secretary, roles he assumed on October 7, 2025. He also works as a Data Analysis Statistician at Diamond Bar Outdoors Inc., a wholly owned subsidiary, since June 2025.
The appointment fills the vacancy created by the Board’s size increase. The Company states Zhao was not selected pursuant to any arrangement or understanding with any person, has no family relationships with directors or executive officers, and is not a party to transactions requiring disclosure under Item 404(a). Zhao holds a B.S. in Statistics (minor in Economics) from Queen’s University and an M.A. in Statistics from Columbia University.
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.
Nova LifeStyle, Inc. filed an 8-K reporting that the company entered into an employment agreement with Yizhou (Steven) Zhao dated October 7, 2025. The filing identifies the agreement as Exhibit 10.1 and is signed on the company’s behalf by Xiaohua Lu, Chief Executive Officer. The document lists the company’s common stock on Nasdaq under the symbol NVFY.
The filing provides the existence and date of the employment agreement but does not disclose any material economic terms, specific duties, term length, compensation, equity awards, or termination provisions in the text provided. Because those contract details are not included here, investors cannot assess the financial impact or governance implications from this filing alone.
Nova LifeStyle, Inc. reports that its wholly owned subsidiary, Nova Furniture Limited, closed the purchase of a 99.815% interest in Preamble Capital, a series of CGF2021 LLC, for $5,664,500.05. This gives the company effective exposure to assets held by that investment vehicle.
Shortly after, Preamble Capital entered into a Subscription Agreement with a fund that owns an aggregate of 353,772 shares of Space Exploration Technologies Corp. (“SpaceX”), consisting of 121,805 shares of Class A common stock and 231,967 shares of Class C common stock. Under this agreement, Preamble Capital subscribed to approximately 6.667% of that fund for $5,660,000.05, and the transaction closed on September 29, 2025. The company plans to file required financial statements and pro forma financial information for the acquired business or fund in a later amendment.
Nova LifeStyle, Inc., through its wholly owned subsidiary Nova Furniture Limited, entered into a material definitive Subscription Agreement with Preamble Capital, A Series of CGF2021 LLC.
Under this agreement, Nova Furniture Limited is subscribing for a 99.815% interest in the Fund by contributing $5,664,500.05, becoming a member of the Fund with an applicable management fee percentage of 0%. The Fund will use this amount to subscribe for approximately 6.667% of another fund that holds an aggregate of 353,772 shares of Space Exploration Technologies Corp. common stock, consisting of 121,805 shares of Class A Common Stock and 231,967 shares of Class C Common Stock.
Nova LifeStyle, Inc. reported that its Board of Directors increased its size from five to six members and appointed Wen Tao, age 35, as the new director to fill the additional seat. The Board also named her to the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee, giving her a broad governance role.
Wen Tao brings institutional sales and brokerage experience from roles at Alpha Trade Pty Ltd., Saxo Bank A/S, and Invast Financial Services, along with business and finance education from the University of Sydney. Under a Director Agreement dated September 23, 2025, she will receive $1,880 per month plus expenses and is subject to customary confidentiality and non-disclosure obligations.
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.