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): February 23, 2018

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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2018, the board of directors (the “Board”) of Nova Lifestyle, Inc., a Nevada corporation (the “Company”), approved an amendment to the Company’s amended and restated bylaws to reduce the quorum required for meetings of the Company’s shareholders from a majority to one-third of the stock of the Company issued, outstanding and entitled to vote at any such meetings, present in person or represented by proxy. The amendment became effective immediately.
The foregoing description is qualified in its entirety by reference to the First Amendment to the Amended and Restated Bylaws of the Company, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit Title or Description
 
 
3.1
 
 


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: February 28, 2018
By:
/s/ Thanh H. Lam
 
 
Thanh H. Lam
 
Its:
Chairperson, President and Chief Executive Officer

 
Exhibit 3.1
 
FIRST AMENDMENT
TO
AMENDED AND RESTATED BYLAWS
OF
NOVA LIFESTYLE, INC.

Effective:  February 23, 2018

This First Amendment to the Amended and Restated Bylaws of Nova Lifestyle, Inc., a Nevada corporation, (the “Amendment”) is hereby made and adopted effective as of February 23, 2018.

RECITALS

  A.   Nova Lifestyle, Inc. (the “Corporation”) previously adopted the Corporation’s Amended and Restated Bylaws (“Bylaws”) on June 20, 2011.

B.   Pursuant to Section 5.3 of the Bylaws, the Bylaws may be amended by the vote of a majority of the members of the Corporation’s Board of Directors.

C.   The Board of Directors has determined that it is in the best interests of the Corporation and its shareholders to amend the Bylaws as described below.

AMENDMENT

1.   Amended and Restated Section 1.9.  Section 1.9 of the Bylaws shall be deleted in its entirety and replaced with the following:

9.  Quorum of Shareholders

The holders of one-third of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a one-third of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
 
The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

2.   Effect.   Except as amended by this Amendment, all other terms of the Bylaws shall remain in full force and effect.



/s/ Thanh H. Lam  
Thanh H. Lam, President and Chief Executive Officer