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): December 18, 2019
Nova LifeStyle, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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001-36259
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90-0746568
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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6565 E. Washington Blvd., Commerce, CA 90040
(Address of Principal Executive Office) (Zip Code)
(323) 888-9999
(Registrant’s telephone number, including area code)
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NVFY
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Nasdaq Stock Market
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 18, 2019, Nova Lifestyle, Inc. (the “Company”") filed a Certificate of Change with the Secretary of State of Nevada with an effective date of December 20, 2019 (the “Effective Date”), at which time a 1-for-5 reverse stock split of the Company’s authorized shares of Common Stock, par value $0.001 (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), shall be effected.
Pursuant to Section 78.207 of the Nevada Revised Statutes, and pursuant to the Articles of Incorporation of the Company, on December 5, 2019 the Board of Directors of the Company authorized the Reverse Stock Split by unanimous written consent. Pursuant to Section 78.209 of the Nevada Revised Statutes, our Board of Directors may take action to effect the Reverse Stock Split by filing a Certificate of Change with the Secretary of State of Nevada. Nevada law does not require the Company to obtain any vote or consent of our shareholders to consummate the Reverse Stock Split.
The Reverse Stock Split will become effective for trading purposes at the market opening on December 23, 2019, at which time the Company’s Common Stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis under the symbol “NVFY.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 66979P 201.
The Company has rounded up to the next full share of the Company’s Common Stock any fractional shares resulting from the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
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Nova LifeStyle, Inc.
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By:
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s/ Thanh H. Lam
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Thanh H. Lam
Chairperson, President and Chief Executive Officer
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Date: December 20, 2019
Exhibit 3.1
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BARBARA K. CEGAVSKE
Secretary of State
KIMBERLEY PERONDI
Deputy Secretary for
Commercial Recordings
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STATE OF NEVADA
OFFICE OF THE
SECRETARY OF STATE
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Commercial Recordings Division
202 N. Carson Street
Carson City, NV 89701
Telephone (775) 684-5708
Fax (775) 684-7138
North Las Vegas City Hall
2250 Las Vegas Blvd North, Suite 400
North Las Vegas, NV 89030
Telephone (702) 486-2880
Fax (702) 486-2888
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Business Entity - Filing Acknowledgement
12/18/2019
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Work Order Item Number:
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W2019121801449-297381
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Filing Number:
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20190361796
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Filing Type:
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Certificate Pursuant to NRS 78.209
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Filing Date/Time:
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12/18/2019 1:07:00 PM
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Filing Page(s):
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1
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Indexed Entity Information:
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Entity ID: E0489842009-2
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Entity Name: NOVA LIFESTYLE, INC.
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Entity Status: Active
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Expiration Date: None
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Commercial Registered Agent
ROBERT C. HARRIS
564 WEDGE LANE, FERNLEY, NV 89408, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
Respectfully,
BARBARA K. CEGAVSKE
Secretary of State
Page 1 of 1
Commercial Recording Division
202 N. Carson Street
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Filed in the Office of
Secretary of State
State Of Nevada
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Business Number
E0489842009-2
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Filing Number
20190361796
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Filed On
12/18/2019 1:07:00 PM
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Number of Pages
1
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BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website : www.nvsos.gov
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Certificate of Change Pursuant to NRS 78.209
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TYPE OR PRINT • USE DARK INK ONLY • DO NOT HIGHLIGHT
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INSTRUCTIONS:
1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).
2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change.
3. Indicate the number of authorized shares and par value, if any of each class or series after the change.
4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series.
5. Indicate provisions, if any , regarding fractional shares that are affected by the change.
6. NRS required statement.
7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed.
8. Must be signed by an Officer. Form will be returned if unsigned.
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1. Entity Information:
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Name of entity as on file with the Nevada Secretary of State:
NOVA LIFESTYLE, INC.
Entity or Nevada Business Identification Number (NVID): E048984200- 9-2
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2. Current Authorized Shares:
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The current number of authorized shares and the par value, if any, of each class or series, if any. of shares before the change:
75,000,000 shares of common stock, par value $0.001 per share
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3. Authorized Shares After Change:
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The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
15,000,000 shares of common stock, par value $0.001 per share
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4. Issuance:
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The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
approximately 5535428 with rounding-up fractional shares.
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5. Provisions:
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The provisions, if any , for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
Any fractional share shall be round it up to the nearest whole number of shares. The percentage of outstanding shares affected is less than 0.01%
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6. Provisions:
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The require approval of the stockholders has been obtained.
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7. Effective date and time: (Optional)
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Date: 12/20/2019 Time: 12:01am
(must not be later than 90 days after the certificate is filed)
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8. Signature:
(Required)
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X
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Chairman & CEO 12/18/19
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Signature of Officer
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Title Date
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This form must be accompanied by appropriate fees.
If necessary, additional pages may be attached to this form.
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Page 1 of 1
Revised: 1/1/2019
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