As
filed with the Securities and Exchange Commission on August 8, 2025
Registration
No. 333-287559
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 4
to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Nova
LifeStyle, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
90-0746568 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employee
Identification
No.) |
6565
E. Washington Blvd.
Commerce,
CA 90040
(323)
888-9999
(Address
of principal executive offices, including zip code)
Xiaohua
Lu
Chief
Executive Officer
6565
E. Washington Blvd.
Commerce,
CA 90040
Tel:
(323) 888-9999
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
| |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-287559) is being filed solely to file certain exhibits thereto.
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table indicates the expenses to be incurred in connection with the offering described in this registration statement, excluding
discounts and commissions of the Placement Agent, all of which will be paid by us. All amounts are estimated except the SEC registration
fee.
| | |
Amount | |
| SEC registration fee | |
$ | 4,685 | |
| FINRA filing fee | |
| 5,090 | |
| Printing and EDGAR expenses | |
| 25,000 | |
| Legal fees and expenses | |
| 150,000 | |
| Accounting fees and expenses | |
| 40,000 | |
| Total | |
| 224,775 | |
Item
14. Indemnification of Directors and Officers
Section
78.138 of the NRS provides that a director or officer is not individually liable to the corporation or its shareholders or creditors
for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (1)
the director’s or officer’s act or failure to act constituted a breach of his fiduciary duties as a director or officer and
(2) his or her breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
This
provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages
resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, shareholders
of our Company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute
negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision,
however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate
or limit the right of our company or any shareholder to obtain an injunction or any other type of non-monetary relief in the event of
a breach of fiduciary duty.
Our
Articles of Incorporation and Amended and Restated Bylaws provide, among other things, that a director, officer, employee or agent of
the corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to the best of our interests, and with respect to any criminal
action or proceeding, such person had no reasonable cause to believe that such person’s conduct was unlawful. The Company also
maintains an insurance policy to assist in funding indemnification of directors and officers for certain liabilities.
Insofar
as indemnification for liabilities arising under the Securities Act may be provided for directors, officers, employees, agents or persons
controlling an issuer pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy
as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification by such director, officer
or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling
person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item
15. Recent Sales of Unregistered Securities.
Except
as set forth below, in the three years preceding the filing of this registration statement, the registrant has not issued any securities
that were not registered under the Securities Act:
On
March 13, 2025, the Company entered into a Securities Purchase Agreement with Huge Energy International Limited, pursuant to which the
Company agreed to sell to the Purchaser in a private placement 500,000 shares of the Company’s common stock, par value $0.001 per
share, at a purchase price of $0.40 per share for an aggregate price of $200,000. The Private Placement will be completed pursuant to
the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
On
February 10, 2025, the Company entered into a Securities Purchase Agreement with Huge Energy International Limited, pursuant to which
the Company agreed to sell to the Purchaser in a private placement 250,000 shares of the Company’s common stock, par value $0.001
per share, at a purchase price of $0.60 per share for an aggregate price of $150,000. The Private Placement will be completed pursuant
to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
On
January 6, 2025, the Company entered into a Securities Purchase Agreement with Huge Energy International Limited, pursuant to which the
Company agreed to sell to the Purchaser in a private placement 500,000 shares (the “Shares”) of the Company’s common
stock, par value $0.001 per share, at a purchase price of $0.40 per share for an aggregate price of $200,000. The Private Placement will
be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
On
October 25, 2024, the Company entered into a Securities Purchase Agreement with Huge Energy International Limited, pursuant to which
the Company agreed to sell to the Purchaser in a private placement 125,000 shares (the “Shares”) of the Company’s common
stock, par value $0.001 per share, at a purchase price of $1.20 per share for an aggregate price of $150,000. The Private Placement will
be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
On
May 16, 2024, the Company entered into a Securities Purchase Agreement with certain purchaser identified on the signature page thereto,
pursuant to which the Company agreed to sell to the Purchaser in a private placement 200,000 shares of the Company’s common stock,
par value $0.001 per share, at a purchase price of $2.00 per share for an aggregate price of $400,000. The Private Placement will be
completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
Item
16. Exhibits
| Exhibit
No. |
|
Description |
| 1.1** |
|
Form of Placement Agent Agreement |
| 3.1 |
|
Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-163019) filed on November 10, 2009) |
| 3.2 |
|
Amended and Restated Bylaws (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 3.3 |
|
Certificate of Amendment to Articles of Incorporation filed with the Secretary of the State of Nevada on December 15, 2009, and effective as of September 9, 2009 (Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 5.1** |
|
Opinion of Fennemore Craig, P.C. |
| 10.1** |
|
Form of Securities Purchase Agreement |
| 10.2** |
|
Form of Subscription Escrow Agreement |
| 10.3** |
|
Form Warrant |
| 21.1** |
|
Subsidiaries of the Registrant |
| 23.1* |
|
Consent of WWC, P.C. |
| 23.2* |
|
Consent of Enrome LLP |
| 23.3** |
|
Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) |
| 24.1** |
|
Power of Attorney (included on the Signature Page) |
| 107** |
|
Filing Fee Table |
*
Filed herewith.
**
Previously filed.
Item
17. Undertakings
The
undersigned hereby undertakes:
| (1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and |
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
| (2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in
the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: |
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
| |
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
| |
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (6) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (7) |
That,
for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective. |
| (8) |
That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Commerce, State of California on August 8, 2025.
| |
NOVA
LIFESTYLE, INC. |
| |
|
|
| |
By: |
/s/
Xiaohua Lu |
| |
|
Xiaohua
Lu |
| |
|
Chief
Executive Officer, President and Director (Principal Executive Officer) |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Xiaohua Lu as attorney-in-fact
and agent, with full power of substitution and re-substitution, to sign on his or her behalf, individually and in any and all capacities,
including the capacities stated below, any and all amendments (including post-effective amendments) to this registration statement and
any registration statements filed by the registrant pursuant to Rule 462 of the Securities Act of 1933, as amended, relating thereto
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Date |
|
Title |
| |
|
|
|
|
| /s/
Xiaohua Lu |
|
August
8, 2025 |
|
Chief
Executive Officer, President and Director |
| Xiaohua
Lu |
|
|
|
(Principal
Executive Officer) |
| |
|
|
|
|
| /s/
Jeffery Chuang* |
|
August
8, 2025 |
|
Chief
Financial Officer |
| Jeffery
Chuang |
|
|
|
(Principal
Financial and Accounting Officer) |
| |
|
|
|
|
| /s/
Thanh H. Lam * |
|
August
8, 2025 |
|
Director
and Chairperson |
| Thanh
H. Lam |
|
|
|
|
| |
|
|
|
|
| /s/
Umesh Patel* |
|
August
8, 2025 |
|
Director |
| Umesh
Patel |
|
|
|
|
| |
|
|
|
|
| /s/
Ming-Cherng Sky Tsai* |
|
August
8, 2025 |
|
Director |
| Ming-Cherng
Sky Tsai |
|
|
|
|
| |
|
|
|
|
| /s/
Huy P. La* |
|
August
8, 2025 |
|
Director |
| Huy
P. La |
|
|
|
|
Xiaohua
Lu, Attorney & Agent In Fact (pursuant to the power of attorney included on the signature page of the registration statement filed
on August 8, 2025)
