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): July 24, 2017

NOVA LIFESTYLE, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
011-36259
 
90-0746568
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

6565 E. Washington Blvd., Commerce, CA
 
90040
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:   (323) 888-9999

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.  ☐


 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2017, the Compensation Committee of the Board of Directors (the “Board”) of Nova Lifestyle, Inc. (the “Company”) increased the annual base salary of Thanh H. Lam, the Chairperson, President and Chief Executive Officer of the Company, from $80,000 to $100,000, effective immediately (the “Salary Increase”).  On July 24, 2017, the Board approved and adopted the Salary Increase and an amendment to the Amended and Restated Employment Agreement of Ms. Lam to effect the Salary Increase (the “Amendment”), and the Amendment was executed by Ms. Lam and the Company on the same day.

The foregoing description of the Amendment is only a summary of the terms of the Amendment and does not purport to be a complete description of such document, and is qualified in its entirety by reference to the Amendment, a copy of which is attached as an exhibit hereto and which is incorporated by reference into this Item 5.02.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.
 
 
# Indicates management contract or compensatory plan, contract or arrangement.

SIGNATURE
 
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.
 
 
 
Date: July 27, 2017
By:
/s/ Thanh H. Lam
 
 
Thanh H. Lam
 
Its:
Chairperson, President and Chief Executive Officer
Exhibit 10.1

Amendment to Amended and Restated Employment Agreement

This Amendment to Amended and Restated Employment Agreement (the “Amendment”) is entered into by and between Nova Lifestyle, Inc., a Nevada corporation (the Company”), and Thanh H. Lam, an individual resident of the State of California (“Employee”, together with the Company, the “Parties”) on July 24, 2017.
Whereas , the Parties entered into the Amended and Restated Employment Agreement (the “Agreement”) on May 3, 2013; and
Whereas , the Employee was appointed as Chief Executive Officer of the Company on April 10, 2017 and Compensation Committee and the Board of the Company have agreed to increase the annual base salary of the Employee from $80,000 to $100,000.

NOW THEREFORE , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Amendment
1.1   Section 2(a) of the Agreement shall be deleted in its entirety and replaced with the following language:
 
 (a)   Subject to the terms hereof, the Company hereby employs Employee to serve as Chief Executive Officer and President of the Company, and Employee accepts such employment with the Company on the terms set forth in this Agreement.  In such capacity, Employee shall perform the duties appropriate to such office or position, and such other duties and responsibilities commensurate with such position as are assigned to her from time to time by the Board or its designee(s).  Employee agrees that she will devote her full working time and best efforts to the performance of her duties under this Agreement for and on behalf of the Company, and will not work for anyone else or engage in any activity in competition with or detrimental to the Company.

1.2  Section 3(a) of the Agreement shall be deleted in its entirety and replaced with the following language:
 
  (a)   Base Compensation.  In consideration of the services rendered by Employee, and subject to the terms and conditions hereof, the Company will pay Employee during the Term an annual base salary of One Hundred Thousand Dollars ($100,000), which may be modified by the Board from time to time (the “Base Compensation”).  Such Base Compensation shall be payable in accordance with the regular payroll practices of the Company.

2.  Effect of Amendment . Except as amended hereby, or as otherwise amended, all terms of the Agreement remain in full force and effect, and constitute the legal, valid, binding and enforceable obligations of the Parties thereto .
 
3.  Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
 
 
[Signature page to follow]

IN WITNESS WHEREOF , Employee has hereunder set her hand and seal, and the Company has caused this Amendment to be executed by its duly authorized officer, as of the day and year first above written.
 
 
“EMPLOYEE”:
 
/s/ Thanh H. Lam                                                                
Thanh H. Lam
 
 
“COMPANY”:
Nova Lifestyle, Inc.
 
By:  /s/ Yuen Ching Ho                                                       
Name: Yuen Ching Ho                                                    
Title:  Chief Financial Officer