Nova Lifestyle Enters Material Definitive Agreement
Ticker: XWIN · Form: 8-K · Filed: Sep 4, 2025 · CIK: 1473334
Sentiment: neutral
Topics: material-agreement
Related Tickers: NVFY
TL;DR
Nova Lifestyle just signed a big deal, details TBD.
AI Summary
Nova Lifestyle, Inc. reported on September 3, 2025, that it has entered into a material definitive agreement. The filing does not provide specific details about the agreement, the other party involved, or any financial terms.
Why It Matters
This filing indicates a significant new contract or partnership for Nova Lifestyle, which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and potential impact of the material definitive agreement.
Key Players & Entities
- Nova Lifestyle, Inc. (company) — Registrant
- September 3, 2025 (date) — Date of earliest event reported
- NVFY (ticker) — Trading Symbol for Common Stock
FAQ
What is the nature of the material definitive agreement entered into by Nova Lifestyle, Inc.?
The filing states that Nova Lifestyle, Inc. entered into a material definitive agreement, but does not specify its nature.
Who is the other party to this material definitive agreement?
The filing does not disclose the name of the other party involved in the material definitive agreement.
What is the effective date of this material definitive agreement?
The earliest event reported in the filing is dated September 3, 2025.
Are there any financial terms or obligations associated with this agreement?
The filing does not provide any details regarding financial terms or obligations related to the agreement.
What is the purpose of this material definitive agreement for Nova Lifestyle, Inc.?
The purpose of the material definitive agreement is not detailed in this 8-K filing.
Filing Stats: 897 words · 4 min read · ~3 pages · Grade level 10.4 · Accepted 2025-09-04 13:23:24
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share NVFY Nasdaq Stock Market
- $0.915 — per Share and accompanying Warrants is $0.915. The Warrants are exercisable at an e
- $1.098 — are exercisable at an exercise price of $1.098 per share immediately upon issuance, an
- $9.0 million — ies for gross proceeds of approximately $9.0 million (the "Offering"). The net proceeds to t
- $8.15 million — ny's offering expenses is approximately $8.15 million. The Company intends to use the net pro
- $150,000 — Company, and out-of-pocket expenses of $150,000. The Offering was pursuant to a Regis
Filing Documents
- form8-k.htm (8-K) — 45KB
- ex1-1.htm (EX-1.1) — 11KB
- ex4-1.htm (EX-4.1) — 122KB
- ex10-1.htm (EX-10.1) — 243KB
- ex99-1.htm (EX-99.1) — 13KB
- ex99-2.htm (EX-99.2) — 9KB
- ex1-1_001.jpg (GRAPHIC) — 1471KB
- ex1-1_002.jpg (GRAPHIC) — 1325KB
- ex1-1_003.jpg (GRAPHIC) — 1586KB
- ex1-1_004.jpg (GRAPHIC) — 1481KB
- ex1-1_005.jpg (GRAPHIC) — 1374KB
- ex1-1_006.jpg (GRAPHIC) — 1515KB
- ex1-1_007.jpg (GRAPHIC) — 1544KB
- ex1-1_008.jpg (GRAPHIC) — 1439KB
- ex1-1_009.jpg (GRAPHIC) — 1251KB
- ex1-1_010.jpg (GRAPHIC) — 1547KB
- ex1-1_011.jpg (GRAPHIC) — 1018KB
- ex1-1_012.jpg (GRAPHIC) — 535KB
- ex1-1_013.jpg (GRAPHIC) — 1436KB
- ex1-1_014.jpg (GRAPHIC) — 1608KB
- ex1-1_015.jpg (GRAPHIC) — 365KB
- 0001641172-25-026544.txt ( ) — 27541KB
- nvfy-20250903.xsd (EX-101.SCH) — 3KB
- nvfy-20250903_lab.xml (EX-101.LAB) — 33KB
- nvfy-20250903_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 3KB
01 Entry Into Material Definitive Agreement
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 a
01 Financial
Item 9.01 Financial 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
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