As filed with the Securities and Exchange Commission on November 24, 2021October 13, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM S-3
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. Employer Identification Number) |
6565 E. Washington Blvd.
Commerce, CA 90040
(323) 888-9999
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Thanh H. Lam
Chief Executive Officer
Nova LifeStyle, Inc.
(Exact name of registrant as specified in its charter)
|
6565 E. Washington Blvd.
Commerce, CA 90040
(323) 888-9999
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of principal executive offices, including zip code)Agent for Service)
Copies to:
Ralph V. De Martino, Esq.Jeffrey Li
Schiff HardinFisherBroyles, LLP
901 K1200 G Street, NW Suite 700
Washington, DC 20001D.C. 20005
Tel: (202) 724-6848
Fax: (202) 778-6460830-5905
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Formform 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 Formform 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 Formform is a registration statement pursuant to General Instruction I.C.I.D. or a post-effective amendment thereto that shall become effective upon filing with the SECCommission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Formform is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C.I.D. filed to register additional securities or additional classes of securities pursuant to Rulerule 413(b) under the Securities Act, check the following box. ☐
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 as definedcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 40512b-2 of the Securities Act of 1933.Exchange Act. (Check one):
| 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. ☐
CALCULATION OF REGISTRATION FEE
| Title of Security Being Registered | Amount Being Registered (1) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | |||||||||
| Common Stock, par value $0.001 per share, to be offered by the selling shareholders | 1,225,959 | $ | 2,556,125 | $ | 237 | |||||||
(1) Fee computed pursuant to Rule 457(a) under the Securities Act of 1933. All of the shares being registered are offered by the Selling Shareholders listed in the registration statement. Accordingly, this registration statement includes an indeterminate number of additional shares of common stock issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of our common stock. In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, and any other provisions of the warrants underlying the common stock that result in an adjustment of the number of shares to be issued, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the registrant’s shares as reported on The Nasdaq Stock Market on November 23, 2021.
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 thisthe Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated [________ __], 2021SUBJECT TO COMPLETION, DATED OCTOBER 13, 2023
PRELIMINARY PROSPECTUS
1,225,959 shares of Common Stock Issuable Upon Exercise of Outstanding Warrants
Sold in a Private Placement
Offered by the Selling Shareholders ofNova LifeStyle, Inc.
$55,000,000
Common Stock
Preferred Stock
Warrants
Units
This prospectus relatesWe may offer from time to the offer and sale of up to 1,114,508time shares of our common stock, par value $0.001 per shares (the “shares”(“Common Stock”), issuable upon the exercisepreferred stock, warrants and units that include any of warrants at an exercisethese securities. The aggregate initial offering price of $3.50the securities sold under this prospectus will not exceed $55,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.
Our Common Stock is quoted on The NASDAQ Stock Market LLC under the symbol “NVFY.” As of October 12, 2023, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $2.54 million based on 1,487,227 shares of outstanding Common Stock, of which 421,456 shares are held by affiliates, and a price of $2.38 per share, (the “July 2021 Warrants”), up to 111,451which was the last reported sale price of our Common Stock as quoted on The NASDAQ Stock Market LLC on that date. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common shares issuable uponstock in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. As of the exercisedate of placement agent warrantsthis prospectus, we have not offered any securities during the past twelve months pursuant to General Instruction I.B.6 of Form S-3. You are urged to obtain current market quotations of our Common Stock.
Each time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the terms of the offering, including the price at an exercise price of $3.50 per share (the “Placement Agent Warrants”). We issuedwhich we are offering the July 2021 Warrantssecurities to the public. The prospectus supplement may also add, update or change information contained or incorporated in this prospectus. You should read this prospectus and the Placement Agent Warrantsapplicable prospectus supplement carefully before you invest in connection with the July 2021 capital raising transaction. our securities.
The shares issuable upon exercise of such warrantssecurities hereunder may be offered for saledirectly by us, through agents designated from time to time by the Selling Shareholders. We will receive proceeds fromus or to or through underwriters or dealers. If any exercises of the warrants described above, but not fromagents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the underlying shares.information set forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for more information.
The Selling Shareholders may sell any or all of the shares on any stock exchange, market or trading facility on which the shares are traded or in privately negotiated transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. Information on the Selling Shareholders and the times and manners in which they may offer and sell our shares is described under the sections entitled “Selling Shareholders” and “Plan of Distribution” in this prospectus. While we will bear all costs, expenses and fees in connection with the registration of the shares, we will not receive any of the proceeds from the sale of our shares by the Selling Shareholders.
Our shares are currently traded on the Nasdaq Stock Market under the symbol “NVFY”. On November 23, 2021, the closing price for our shares on Nasdaq was $2.05 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.
Investing in our securities involves certain risks. See “Risk Factors”“Risk Factors” beginning on page 52 of this prospectus. In addition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which has been filed with the Securities and Exchange Commission and is incorporated by reference into this prospectus. You should carefully read and consider these risk factors before you invest in our securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
PROSPECTUS DATED [_], 2021The date of this prospectus is ______, 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUSThe distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you.
This prospectus is filed in conjunction with a registration statement that we filed with the Securities and Exchange Commission. Under this registration process, the selling shareholders may from time to time sell up to 1,225,959 shares in one or more offerings. This prospectus provides you with a general description of the securities that our selling shareholderswe may offer. SpecificEach time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file with the Securities and Exchange Commission (the “SEC”), includes all material information relating to these offerings and securities. We may also be included in a prospectus supplement, which mayadd, update or change in the prospectus supplement any of the information includedcontained in this prospectus. You should read bothprospectus or in the documents that we have incorporated by reference into this prospectus, andincluding without limitation, a discussion of any prospectus supplement together with additional information described underrisk factors or other special considerations that apply to these offerings or securities or the heading “Where You Can Find More Information.”specific plan of distribution.
We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference in this prospectus and any amendment or supplement to thisaccompanying prospectus or any free writing prospectus prepared by or on our behalf. Neither we, norsupplement.
You should not assume that the selling shareholders, have authorized any other person to provide you with different or additional information. Neither we, nor the selling shareholders, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The selling shareholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus and any accompanying supplement to this prospectus is accurate only ason any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.
Except as otherwise set forth in this prospectus, neither we nor the selling shareholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
Certain Defined Terms and Conventions
Unless otherwise indicated, references in this prospectus to:
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WHERE YOU CAN FIND MORE INFORMATION
For the purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information included in the registration statement we filed. For further information regarding us and the shares offered in this prospectus, you may desire to review the full registration statement, including the exhibits. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1-202-551-8090. Copies of such materials are also available by mail from the Public Reference Branch of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a website (http://www.sec.gov) from which interested persons can electronically access the registration statement, including the exhibits and schedules to the registration statement.
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the Exchange Act, we file reports with the SEC, including annual reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose important information to you by referring you to those documents. Each document incorporated by reference, even though this prospectus and any accompanying supplement to this prospectus is current only asdelivered or securities are sold on a later date. Neither the delivery of the date of such document, and the incorporation by reference of such documents should notthis prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date thereofhereof or that the information contained thereinincorporated by reference herein is currentcorrect as of any time subsequent to its date. The information incorporated by referencethe date of such information.
This prospectus is considered to be a part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold under this prospectus will not exceed $55,000,000.
This prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and should be read with the same care. Whenoffered securities. The prospectus supplement will contain the specific information about the terms of the offering. In each prospectus supplement, we will include the following information:
| ● | the number and type of securities that we propose to sell; |
| ● | the public offering price; |
| ● | the names of any underwriters, agents or dealers through or to which the securities will be sold; |
| ● | any compensation of those underwriters, agents or dealers; |
| ● | any additional risk factors applicable to the securities or our business and operations; and |
| ● | any other material information about the offering and sale of the securities. |
In addition, the prospectus supplement may also add, update or change the information contained or incorporated in documentsthis prospectus. The prospectus supplement will supersede this prospectus to the extent it contains information that have been incorporated by reference by making future filingsis different from, or that conflicts with, the SEC, the information contained or incorporated by reference in this prospectus is considered to be automatically updatedprospectus. You should read and superseded. In other words, in the case of a conflict or inconsistency betweenconsider all information contained in this prospectus and information incorporated by reference into thisany accompanying prospectus yousupplement in making your investment decision. You should rely onalso read and consider the information contained in the document that was filed later.
We incorporatedocuments identified under the heading “Incorporation of Certain Documents by reference the documents listed below:Reference” and “Where You Can Find More Information” in this prospectus.
Unless expressly incorporated by reference, nothingthe context otherwise requires, the terms “NVFY,” “the Company,” “we,” “us,” and “our” in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.
We will provide to each person, including any beneficial owner, who receives a copy of this prospectus, upon written or oral request, without charge, a copy of any or all of the documents we refer to above which we have incorporated by reference in this prospectus, except for exhibits to such documents unless the exhibits are specifically incorporated by reference into this prospectus. You should direct your requests to the attention ofNova LifeStyle, Inc., our chief financial officer atsubsidiaries, and our principal executive office located at 6565 E. Washington Blvd., Commerce, CA 90040. Our telephone number at this address is (323) 888-9999.
You should rely only on the information contained or incorporated by reference in this prospectus, in any applicable prospectus supplement or any related free writing prospectus that we may authorize to be delivered to you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, the applicable supplement to this prospectus or in any related free writing prospectus is accurate as of its respective date, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.consolidated entities.
Our Business
Nova LifeStyle, Inc. (“Nova LifeStyle” or the “Company”) is a distributorU.S.-headquartered innovative designer and marketer of contemporary styled residential and commercial furniture formerly known as Stevens Resources, Inc. We were incorporated into a dynamic marketingin the State of Nevada on September 9, 2009. The Company’s products are marketed through wholesale and sales platform offering retail channels as well as various online selection and global purchase fulfillment. We monitor popular trends and products to create design elements that are then integrated into our product lines that can be used as both stand-alone or whole-room and home furnishing solutions. Through our global networkplatforms worldwide.
Nova LifeStyle’s family of retailers, e-commerce platforms, stagers and hospitality providers,brands includes Nova LifeStyle, also sells (through an exclusive third-party manufacturing partner) a managed variety of high quality bedding foundation components. Nova LifeStyle’s brand family currently includes Diamond Sofa (www.diamondsofa.com).(www.diamondsofa.com) and Nova Living.
Our business strength lies in our abilities to quickly adapt to changing market demand and stay ahead of the latest trends in modern furniture designs. Our customers principally consist of designers, distributors and retailers with specific geographic territories that deploy middlewho cater to high endmid-level and high-end private label home furnishings whichthat have very little competitiveproduct overlap withwithin our specific furnishing products or product lines. Nova LifeStyle is constantly seeking to integrate new sources of distribution and manufacturing that are properly aligned with our growth strategy. This allowsstrategies, allowing us to continually focus on building bothgrowing our customer base as well as driving the expansion of our overall distribution and manufacturing relationships through a deployment of popular, as well as trend-based,worldwide, providing our customers with trendy furnishing solutions worldwide.solutions.
We aregenerate the majority of our sales as a U.S. holdingbranding and marketing company with no material assetsvertically integrated third-party manufacturing capabilities for global furniture distributors and large national retailers. We have established long term relationships with our worldwide customers by providing them with high quality, large scale and cost-effective sourcing solutions. Our worldwide logistics and delivery capabilities provide our customers with the flexibility to select from our extensive furniture collections tailored for their respective needs. Our experience marketing products to international customers have enabled us to fully integrate the supply scale, product delivery logistics, marketing efficiency and design expertise to address customer demand from established markets in the U.S. other thanNorth America, Central America, South America, Asia, and the ownership interests of our wholly owned subsidiaries through which we market, design and sell residential furniture worldwide: Nova Furniture Limited domiciled in the British Virgin Islands (“Nova Furniture”), Nova Furniture Ltd. Domiciled in Samoa (“Nova Samoa”), Diamond Bar Outdoors, Inc. domiciled in California (“Diamond Bar”), Nova Living (M) SDN. BHD. Domiciled in Malaysia (“Nova Malaysia”) and Nova Living (HK) Group Limited domiciled in Hong Kong (“Nova HK”). We had two former subsidiaries Bright Swallow International Group Limited domiciled in Hong Kong (“Bright Swallow” or “BSI”) which was sold in January 2020 and Nova Furniture Macao Commercial Offshore Limited domiciled in Macao (“Nova Macao”) which was de-registration and liquidation in January 2021. On December 7, 2017, we incorporated i Design Blockchain Technology, Inc. (“i Design”) under the laws of the State of California. The purpose of i Design is to build our own blockchain technology team. i Design is in the planning stage and has had minimum operations to date.
Company InformationMiddle East.
Our principal executive offices are located at 6565 E. Washington Blvd., Commerce, CA 90040. Our telephone number is (323) 888-9999 and our website address is www.novalifestyle.com. We do not incorporate by reference into this prospectus theThe information contained on our website and you shouldis not consider it as part of this prospectus.
prospectus and is not incorporated herein.
July 2021 Capital Raising TransactionRISK FACTORS
On July 23, 2021, Nova LifeStyle, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale by the Company of 1,114,508 shares (the “Common shares”) of the Company’s common stock (the “Common Stock”), at a purchase price of $2.80 per share. Concurrently with the sale of the Common shares, pursuant to a registered direct shelf takedown. The Common shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on October 8, 2020 and subsequently declared effective on October 15, 2020 (File No. 333-249384) (the “Registration Statement”), and the base prospectus contained therein. In a concurrent private placement, we sold to such investors warrants to purchase 1,114,508 shares of Common Stock (the “July 2021 Warrants”). The July 2021 Warrants and the shares issuable upon exercise of those warrants were sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. The Company sold the Common shares and July 2021 Warrants for aggregate gross proceeds of approximately $3.1 million. The net proceeds from the transactions was approximately $2.9 million after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses. The net proceeds received by the Company from the transactions will be used for working capital and for general corporate purposes.
Subject to certain beneficial ownership limitations, the July 2021 Warrants will be initially exercisable on the six-month anniversary of the issuance date at an exercise price equal to $3.50 per share of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five years from the initial exercise date. The closing of the sales of these securities under the Purchase Agreement occurred on July 27, 2021, subject to the satisfaction of customary closing conditions.
Under the Purchase Agreement, the Company is precluded from engaging in equity or equity-linked securities offerings for a period of 90 days from closing of the offering, subject to certain exceptions. In addition, the Company agreed with the Investors that until the earlier of one year following the offering or the date on which no Investor holds any Warrants, the Company will not effect or enter into an agreement to effect a “Variable Rate Transaction,” which means a transaction in which the Company:
● issues or sells any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of, or quotations for, the Company’s common stock at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the Company’s business or the market for the Company’s common stock; or
● enters into any agreement (including, without limitation, an “equity line of credit”) whereby the Company may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights).
We agreed with the Investors that, subject to certain exceptions, if the Company issues securities within the two years following the closing of this offering, the Investors shall have the right to purchase 35% of the securities on the same terms, conditions and price provided for in the proposed issuance of securities.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included as an exhibit to the registration statement only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Company also entered into an engagement agreement with Dawson James Securities, Inc. (“Dawson”), pursuant to which Dawson agreed to serve as exclusive placement agent for the issuance and sale of the Common shares and Warrants. The Company agreed to pay Dawson an aggregate fee equal to 8.0% of the gross proceeds received by the Company from the sale of the securities in the transactions. Pursuant to the engagement agreement, the Company also granted to Dawson or its designees warrants to purchase up to 5.0% of the aggregate number of securities sold in the transactions (the “Placement Agent Warrants”) at an exercise price of $3.50 per Common Share and Warrant. The Placement Agent Warrants will expire on July 23, 2026. The Placement Agent Warrants and the shares issuable upon exercise of the Placement Agent Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. The Company also reimbursed Dawson for its expenses in the amount of $60,000. The offer and sale of the shares issuable upon exercise of the Placement Agent Warrants are covered by this Prospectus.
AnyAn investment in the shares is speculative andour securities involves a high degree of risk. Before making anany investment decision, you should carefully consider the risks describedrisk factors set forth below, under the caption “Risk Factors” in any applicable prospectus supplement and under the caption “Risk Factors” in our most recent Annual Reportannual report on Form 10-K or any updates inand our Quarterly Reportssubsequent quarterly reports on Form 10-Q, together with all of the other information appearing in, orwhich are incorporated by reference into,in this prospectus. Theprospectus, as well as in any applicable prospectus supplement, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impaircould materially affect our business, operations. Our business,results of operation or financial condition and results of operations could be materially adversely affected by any of these risks. The trading priceaffect the value of our securities could decline due to any of thesesecurities. Additional risks and youuncertainties that are not yet identified may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. You could lose all or part of your investment.
The Warrants may not have value.
The Warrants underlying the common shares being offered in this offering have an exercise price of $3.50 per. In the event that the market price of our common shares does not exceed the exercise price of the July 2021Warrants during the period when such warrants are exercisable, such warrants may not have any value.
Holders of our Warrants will have no rights as shareholders until they acquire shares of our common stock, if ever.
The holders of the Warrants have no rights with respect to our common stock until they acquire shares upon exercise of such warrants. Upon such exercise, they will be entitled to exercise the rights of a holder of common stock only as to matters for which the record date occurs after the exercise date.
There is no public market for the Warrants being offered by us in this offering and an active trading market for the same is not expected to develop.
There is no established public trading market for the Warrants being offered in this offering, and we do not expect a market to develop. Without an active market, the liquidity of the Warrants will be severely limited.
Our shares may be delisted under the HFCA Act if the PCAOB is unable to inspect auditors with presence in China, and the delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
The Holding Foreign Companies Accountable Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over the counter trading market in the United States. Our financial statements contained in the annual report on Form 10-K for the year ended December 31, 2020 have been audited by Centurion ZD CPA & Co., an independent registered public accounting firm that is headquartered in Hong Kong. Centurion ZD CPA & Co., is a firm registered with the PCAOB, and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. According to Article 177 of the PRC Securities Law (last amended in March 2020), no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities in China. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. As a result, the audit working papers of our financial statements may not be inspected by the PCAOB without the approval of the PRC authorities, since the audit work was carried out by Centurion ZD CPA & Co. Our shares may be delisted under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the PCAOB is unable to inspect auditors with presence in China. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspections. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company was not subject to PCAOB inspections, the report recommended that the transition period before a company would be delisted would end on January 1, 2022. The SEC has announced that its staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation in addition the requirements of the HFCA Act are uncertain. Such uncertainty could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded “over-the-counter” earlier than would be required by the HFCA Act. If our securities are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our shares . The PCAOB’s inability to conduct inspections in China prevents it from fully evaluating the audits and quality control procedures of our independent registered public accounting firm. As a result, we and our investors are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors with presence in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our securities to lose confidence in our audit procedures and reported financial information, and the quality of our financial statements. If we fail to meet the new listing standards before the deadline specified thereunder due to factors beyond our control, we could face possible de-listing from the Nasdaq Stock Market, deregistration from the SEC and/or other risks, which may materially and adversely affect, or effectively terminate, our shares trading in the United States.see “Where You Can Find More Information.”
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the informationstatements contained or incorporated by reference in this prospectus any prospectus supplement, and the documents we incorporate by reference contains forward-looking statementsmay be “forward-looking statements” within the meaning of Section 27A of the federal securities laws. You should not rely on forward-looking statements in this prospectus, any prospectus supplement, orSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the documents we incorporate by reference.Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the use of terms such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “should,” “estimate,“believe,” “predict,“might,” “potential,“expect,” “continue,“anticipate,” “intend,” “plan,” “estimate” and similar words, although some forward-looking statements are expressed differently. This prospectus, any prospectus supplement, and
Although we believe that the documents we incorporate by reference may also containexpectations reflected in such forward-looking statements attributed to third parties relating to their estimates regarding the growthare reasonable, these statements are not guarantees of our markets. All forward-looking statements address matters thatfuture performance and involve certain risks and uncertainties that are difficult to predict and there are many important risks, uncertaintieswhich may cause actual outcomes and other factors that could cause our actual results as well as those of the markets we serve, levels of activity, performance, achievements and prospects to differ materially from thewhat is expressed or forecasted in such forward-looking statements. These forward-looking statements contained in this prospectus, any prospectus supplement,speak only as of the date on which they are made and the documentsexcept as required by law, we incorporate by reference. You should also consider carefully the statements under “Risk Factors” and other sections of this prospectus, any prospectus supplement, and the documents we incorporate by reference, which address additional facts that could cause our actual results to differ from those set forth in the forward-looking statements. We caution investors not to place significant reliance on the forward-looking statements contained in this prospectus, any prospectus supplement, and the documents we incorporate by reference. We undertake no obligation to publicly release the results of any revision or update or review anyof these forward-looking statements, whether as a result of new information, future developmentsevents or otherwise.
Our shares have been listed on the NASDAQ Stock Market under the symbol “NVFY”, since January 17, 2014.
The following tables set forth, for the calendar quarters indicated and through November 23, 2021, the quarterly high and low sale prices for our shares, as reported on Nasdaq Stock Market. Prior to December 23, 2019, the sale prices of our shares were retroactively restated to reflect the 5:1 reverse split effected on If we do update or correct one or more forward-looking statements, you should not conclude that date.
| High Closing Price | Low Closing Price | |||||||
| Quarterly Highs and Lows | ||||||||
| 2018 | ||||||||
| First Quarter | 13.88 | 10.20 | ||||||
| Second Quarter | 10.20 | 8.00 | ||||||
| Third Quarter | 9.40 | 8.30 | ||||||
| Fourth Quarter | 8.65 | 2.25 | ||||||
| 2019 | ||||||||
| First Quarter | 4.55 | 2.65 | ||||||
| Second Quarter | 5.15 | 3.30 | ||||||
| Third Quarter | 4.25 | 3.10 | ||||||
| Fourth Quarter | 3.35 | 1.70 | ||||||
| 2020 | ||||||||
| First Quarter | 2.45 | 0.77 | ||||||
| Second Quarter | 2.45 | 1.05 | ||||||
| Third Quarter | 2.38 | 1.47 | ||||||
| Fourth Quarter | 2.66 | 1.62 | ||||||
| 2021 | ||||||||
| First Quarter | 4.94 | 2.24 | ||||||
| Second Quarter | 3.39 | 2.52 | ||||||
| Third Quarter | 6.50 | 1.93 | ||||||
On November 23, 2021, the closing price of our shares on the Nasdaq Stock Market was $2.05, with 6,687,052 shares issued and outstanding as of the same date. As of November 23, 2021 there were 45 shareholders of record.
The following table sets forth our capitalization as of September 30, 2021. Because we will not be receiving any proceeds pursuantmake additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements is included in our periodic reports filed with the saleSEC and in the “Risk Factors” section of any shares by the selling shareholders, our capitalization table is not adjusted to reflect such sales. You should read the following table in conjunction with our financial statements, which are incorporated by reference into this prospectus.
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| |||
We willExcept as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive proceeds from any exercises of the Warrants, but not from the sale of the underlying common stock. The selling shareholders will receive all of the net proceeds from the sale of any sharessecurities offered by them under this prospectus. The selling shareholders will pay any underwriting discountsprospectus for general corporate purposes, which may include, among other things, repayment of debt, repurchases of common stock, capital expenditures, the financing of possible acquisitions or business expansions, increasing our working capital and commissionsthe financing of ongoing operating expenses and expenses incurred by the selling shareholders for brokerage, accounting, tax, legal services or any other expenses incurred by the selling shareholders in disposing of these shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus.
overhead.
DIVIDEND POLICYDESCRIPTION OF CAPITAL STOCK
WeThe following is a summary of our capital stock and certain provisions of our certificate of incorporation and bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Articles of Incorporation, as amended, our Amended and Restated Bylaws, and applicable provisions of the Nevada Revised Statutes (the “NRS”).
See “Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies of our Certificate of Incorporation and Amended and Restated Bylaws, which have been filed with and are publicly available from the SEC.
Our authorized capital stock consists of 250,000,000 shares of Common Stock, par value $0.001 per share. Currently, we have no other authorized class of stock. In addition, there are warrants to purchase 245,192 shares of our Common Stock outstanding and options to purchase 25,400 shares of the Company’s common stock as of October 12, 2023.
As of October 12, 2023, there were 1,487,227 shares of our Common Stock outstanding, held by approximately 48 stockholders of record.
Our Common Stock is currently traded on The NASDAQ Stock Market LLC under the symbol “NVFY.” The transfer agent and registrar for our common stock is Issuer Direct Corporation.
The holders of our Common Stock are entitled to one vote per share. Our Articles of Incorporation do not currently have any plans to pay any cash dividends in the foreseeable future. We currently intend to retain most, if not all,provide for cumulative voting. The holders of our available funds andCommon Stock are entitled to receive ratably such dividends, if any, future earnings to operate and expand our business. Even ifas may be declared by our board of directors decides to pay dividends inout of legally available funds; however, the future, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors thatcurrent policy of our board of directors may deem relevant.is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our Common Stock are entitled to share ratably in all assets that are legally available for distribution. The holders of our Common Stock have no preemptive, subscription, redemption or conversion rights.
This prospectus covers the public resaleAll issued and outstanding shares of the shares owned by the selling shareholders named below. Such selling shareholdersCommon Stock are fully paid and nonassessable. Shares of our Common Stock that may from time to time offer and sell pursuant to this prospectus any or all of the shares owned by them. The selling shareholders, however, make no representations that the shares will be offered for sale. The tables below present information regarding the selling shareholders and the shares that each such selling shareholder may offer and sellresale, from time to time, under this prospectus.prospectus will be fully paid and nonassessable.
Unless otherwise indicated, all informationAnti-Takeover Effects of Certain Provisions of Nevada Law
As a Nevada corporation, we are also subject to certain provisions of the Nevada Revised Statutes (the “NRS”) that have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring us to negotiate with, respectand to ownershipobtain the approval of, our sharesboard of directors in connection with such a transaction. However, certain of these provisions may discourage a future acquisition of us, including an acquisition in which the stockholders might otherwise receive a premium for their shares. As a result, stockholders who might desire to participate in such a transaction may not have the opportunity to do so.
The NRS provides that specified persons who, with or through their affiliates or associates, own, or affiliates and associates of the selling shareholders has been furnished by or on behalf of the selling shareholders and is as of November 23, 2021. We believe, based on information supplied by the selling shareholders, that except as may otherwise be indicated in the footnotes to the tables below, the selling shareholders have sole voting and dispositive power with respect to the shares reported as beneficially owned by them. Because the selling shareholders identified in the tables may sell some or all of the shares owned by them which are included in this prospectus, and because, except as set forth herein, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, no estimate can be given as to the number of shares available for resale hereby that will be held by the selling shareholders upon termination of this offering. In addition, the selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of,subject corporation at any time and from time to time, the shares they hold in transactions exempt from the registration requirementswithin two years own or did own, 10% or more of the Securities Actoutstanding voting stock of a corporation cannot engage in specified business combinations with the corporation for a period of two years after the date on which they provided the information set forth onperson became an interested stockholder, unless the table below. We have, therefore, assumed for the purposes of the following table, that the selling shareholders will sellcombination meets all of the requirements of the articles of incorporation of the company, and: (i) the combination or transaction by which such person first became an interested stockholder was approved by the board of directors before they first became an interested stockholder; or (ii) such combination is approved by: (x) the board of directors; and (y) at an annual or special meeting of the stockholders (not by written consent), the affirmative vote of stockholders representing at least 60% of the outstanding voting power not beneficially owned by such interested stockholder. The law defines the term “business combination” to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and other transactions in which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other stockholders.
The Control Share Acquisition Statute generally applies only to Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada. This statute generally provides that any person that acquires a “controlling interest” acquires voting rights in the control shares, owned beneficiallyas defined, only as conferred by themthe disinterested stockholders of the corporation at a special or annual meeting. A person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares.” In the event control shares are covered by this prospectus, but willaccorded full voting rights and the acquiring person has acquired at least a majority of all of the voting power, any stockholder of record who has not sell any othervoted in favor of authorizing voting rights for the control shares is entitled to demand payment for the fair value of its shares.
These laws may have a chilling effect on certain transactions if our Articles of Incorporation or Bylaws are not amended to provide that they presently own. However,these provisions do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer voting rights in the control shares.
DESCRIPTION OF PREFERRED STOCK
As of October 12, 2023, no shares of preferred stock had been issued or were outstanding and we are not awareauthorized to issue any shares of preferred stock; however, it is possible that we could amend our Articles of Incorporation to authorize the issuance of shares of preferred stock.
We will file as an exhibit to the Registration Statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any agreements, arrangementscertificate of designation or understandings with respectamendment to our Articles of Incorporation that describes the terms of any series of preferred stock we are offering before the issuance of that series of preferred stock. This description will include, but not be limited to, the salefollowing: (i) the title and stated value; (ii) the number of shares we are offering; (iii) the liquidation preference per share; (iv) the purchase price; (v) the dividend rate, period and payment date and method of calculation for dividends; (vi) whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; (vii) the provisions for a sinking fund, if any; (viii) the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; (ix) whether the preferred stock will be convertible into our Common Stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; (x) whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period; (xi) voting rights, if any, of the shares bypreferred stock; (x) preemptive rights, if any; (xi) restrictions on transfer, sale or other assignment, if any; (xii) a discussion of any material United States federal income tax considerations applicable to the preferred stock; (xiii) the relative ranking and preferences of the selling shareholders. Beneficial ownershippreferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; (xiv) any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs and (xv) any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
We may issue warrants for the purposespurchase of Common Stock and/or preferred stock in one or more series. We may issue warrants independently or together with Common Stock and/or preferred stock and the warrants may be attached to or separate from these securities. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.
We will file as exhibits to the Registration Statement of which this tableprospectus is determined in accordancea part, or will incorporate by reference from reports that we file with the rules and regulationsSEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the SEC. These rules generally provideparticular series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants that a person iswe may offer under this prospectus. We urge you to read the beneficial ownerapplicable prospectus supplements related to the particular series of securities if such person has or shareswarrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the power to vote or directcomplete warrant agreements and warrant certificates that contain the voting thereof, or to dispose or directterms of the disposition thereof or has the right to acquire such powers within 60 days.warrants.
The selling shareholders and intermediaries through whom such securities are sold may be deemed “underwriters” withinGeneral
We will describe in the meaningapplicable prospectus supplement the terms of the Securities Act with respect to the sharesseries of warrants being offered, by this prospectus, and any profits realized or commissions received may be deemed underwriting compensation. Additional selling shareholders not named in this prospectus will not be able to use this prospectus for resales until they are named in the tables above by prospectus supplement or post-effective amendment. Transferees, successors and donees of identified selling shareholders will not be able to use this prospectus for resales until they are named in the tables above by prospectus supplement or post-effective amendment. If required, we will add transferees, successors and donees by prospectus supplement in instances where the transferee, successor or donee has acquired its shares from holders named in this prospectus after the effective date of this prospectus.
The following table sets forth:including:
| ● | the | |
| ● | the currency for which the warrants may be purchased; | |
| ● | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; | |
| ● | if applicable, the date on and after which the warrants and the related securities will be separately transferable; | |
| ● | in the case of warrants to purchase Common Stock or preferred stock, the number of shares |
| ● | the effect of any merger, consolidation, sale or other disposition of our business on the | |
| ● | the terms of any rights to redeem or call the warrants; | |
| ● | any provisions for changes to or adjustments in the exercise price or number of | |
| ● | the | |
| ● | the manner in which the warrant agreements and warrants may be modified; | |
| ● | a discussion of | |
| ● | the terms of the | |
| ● | any other specific terms, preferences, rights or limitations of or restrictions on the |
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including in the case of warrants to purchase Common Stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
| Name Of Selling Shareholder | Number Of To This
| % Of Shares Sale Of Shares (7) | Number Of Shares Available Pursuant To This Prospectus | Number Of Shares Beneficially Owned After Sale Of Shares (8) | % Of Outstanding Shares Beneficially Owned After Sale Of Shares (8) | |||||||||||||||
| Anson Investments Master Fund LP (1) | 278,627 | 4.00 | % | 278,627 | 0 | * | ||||||||||||||
| Intracoastal Capital, LLC (2) | 351,900 | (9) | 4.99 | % | 371,502 | 0 | * | |||||||||||||
| CVI Investments, Inc. (3) | 351,900 | (10) | 4.99 | % | 371,503 | 0 | * | |||||||||||||
| Dawson James Securities, Inc. (4) | 74,115 | 1.10 | % | 115,028 | 0 | * | ||||||||||||||
| Robert Keyser, Jr. (5) | 18,668 | * | 18,668 | 0 | * | |||||||||||||||
| Douglas Armstrong (6) | 18,668 | * | 18,668 | 0 | * | |||||||||||||||
Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
As specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of Common Stock, preferred stock and/or warrants for the purchase of Common Stock and/or preferred stock in any combination. The applicable prospectus supplement will describe:
| the securities comprising the units, including whether and | ||
| ● | the terms and | |
| ● | a | |
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The selling shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares or interests in shares received after the date ofWe are registering common stock, preferred stock, warrants and units with an aggregate offering price not to exceed $55,000,000, to be sold by us under a “shelf” registration process.
If we offer securities under this prospectus, from a selling shareholderwe will amend or supplement this prospectus by means of an accompanying prospectus supplement setting forth the specific terms and conditions and other information about that offering as a gift, pledge, partnership distributionis required or other transfer,necessary.
We may sell the securities in any of the following ways (or in any combination) from time to time, sell, transfer or otherwise dispose of any or all of the shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling shareholders may use any one or more of the following methods when disposing of shares:time:
| ● | to or through underwriters, brokers or dealers; | |
| ● | directly to one or more purchasers; | |
| ● | through agents; | |
| ● | “at the market offerings” to or through market makers or into an existing market for the securities; | |
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the | |
| ● | ||
| privately negotiated transactions; | ||
| ● | short sales | |
| ● | through the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether through an options exchange or otherwise; | |
| ● | ||
| ● | in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents; | |
| ● | a combination of any such methods of sale; and | |
| ● | any other method permitted |
The selling shareholdersprospectus supplement, if required, will set forth the terms of the offering of such securities, including:
| ● | the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them; and | |
| ● | the public offering price of the securities and the proceeds to us, and any discounts, commissions or concessions allowed or reallowed or paid to dealers. |
Any public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers may be changed from time to time.
We may effect the distribution of the securities from time to time pledgein one or grantmore transactions either:
| ● | at a fixed price or prices, which may be changed from time to time; | |
| ● | at market prices prevailing at the time of sale; | |
| ● | at prices relating to the prevailing market prices; or | |
| ● | at negotiated prices. |
Offers to purchase securities may be solicited directly by us and the sale thereof may be made by us directly to institutional investors or others. In such a security interest in somecase, no underwriters or all ofagents would be involved. We may use electronic media, including the shares owned by them and, if they defaultInternet, to sell offered securities directly.
If underwriters are used in the performancesale of any securities, the securities will be acquired by the underwriters for their secured obligations, the pledgees or secured partiesown account and may offer and sell the shares,be resold from time to time underin one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. Depending on the type of offering, the underwriters may be obligated to purchase all of the securities if they purchase any of the securities (other than any securities purchased upon exercise of any over-allotment option). The underwriters may receive compensation from us, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell our common stock to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Such compensation may be in excess of customary discounts, concessions or commissions.
We may offer the securities covered by this prospectus into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters, dealers and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. To the extent that we make sales through one or undermore underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell the securities through one or more underwriters or agents, which may act on an amendmentagency basis or on a principal basis. During the term of any such agreement, we may sell our securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The agreement will provide that any securities sold will be sold at prices related to the then-prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our securities. The terms of each such agreement will be set forth in more detail in the applicable prospectus supplement.
We may sell the securities through agents from time to time. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the securities in respect of which this prospectus under Rule 424(b)(3) or other applicable provisionis delivered, we may sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by the dealer at the time of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.resale.
In effecting sales, broker-dealers or agents engaged by us may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts, or concessions from us in amounts to be negotiated immediately prior to the sale. Such compensation may be in excess of customary discounts, concessions or commissions.
In connection with the sale of their sharesthe securities or interests therein, the selling shareholdersotherwise, we may enter into hedging transactions with broker-dealers, or other financial institutions, which may in turn engage in short sales of such sharesthe securities covered by this prospectus in the course of hedging the positions they assume. The selling shareholdersWe may also sell shares short the securities covered by this prospectus and deliver thesethe securities to close out their short positions, or loan or pledge the sharessecurities covered by this prospectus to broker-dealers that in turn may sell these securities. The selling shareholdersWe may also enter into option or other transactions with broker-dealers or other financial institutions orthat involve the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the shares offered by this prospectus, which shares suchhereby to the broker-dealers, who may then resell or otherwise transfer those securities.
Any underwriter, broker-dealer, or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds toagent that participates in the selling shareholders from the saledistribution of the shares offered by them willsecurities may be the purchase price of such shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of sharesdeemed to be made directly or through agents. We will not receive any of the proceeds from the resale of the shares.
The selling shareholders also may resell all or a portion of their sharesan “underwriter” as defined in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the shares therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any commissions paid or any discounts commissions,or concessions or profitallowed to any such persons, and any profits they earnreceive on any resale of the sharessecurities, may be deemed to be underwriting discounts and commissions under the Securities Act. Selling shareholders whoWe will identify any underwriters or agents and describe their compensation in a prospectus supplement. Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement.
The aggregate proceeds to us from the sale of the any securities will be the purchase price of such securities less discounts and commissions, if any.
Underwriters or agents may purchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities and are “underwriters” withinpermitted so long as the meaningstabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve the placing of Section 2(11)any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions allowed to syndicate members or certain dealers if they repurchase the securities in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market. These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange on which the securities is traded, in the over-the-counter market or otherwise.
Our common stock is listed on the Nasdaq Stock Exchange under the symbol “NVFY.”
Agents, broker-dealers and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.
Agents, broker-dealers and underwriters or their affiliates may engage in transactions with, or perform services for, us in the ordinary course of business. We may also use underwriters or other third parties with whom we have a material relationship. We will bedescribe the nature of any such relationship in the applicable prospectus supplement.
We are subject to the prospectus delivery requirementsapplicable provisions of the Securities Act.
ToExchange Act and the extent required,rules and regulations under the shares to be sold,Exchange Act, including Regulation M, which may limit the namestiming of purchases and sales of any of the selling shareholders,securities offered in this prospectus. The anti-manipulation rules under the respective purchase pricesExchange Act may apply to sales of securities in the market and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.actions of the Company and our affiliates.
In order to comply with the securities laws of somecertain states, if applicable, the shares maysecurities must be sold in thesesuch jurisdictions only through registered or licensed brokers or dealers. In addition, in somecertain states the sharessecurities may not be sold unless it has been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirementsrequirement is available and is complied with.
We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, toTo the extent applicable, we will make copies ofrequired, this prospectus (as it may be supplemented amended and/or amendedsupplemented from time to time)time to describe a specific plan of distribution. Instead of selling securities under this prospectus, we may sell the securities offered pursuant to other available toexemptions from the selling shareholders for the purpose of satisfying the prospectus deliveryregistration requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
The validity of the shares of common stocksecurities offered herebyin this prospectus will be passed upon for us by Schiff Hardin LLP, Washington, DC.
FisherBroyles, LLP.
TheOur consolidated financial statements for the year ended December 31, 2022, incorporated by reference in this prospectusProspectus and Registration Statement have been audited by WWC, P.C., an independent registered public accounting firm, as set forth in its report thereon, incorporated by reference elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
Our consolidated financial statements for the year ended December 31, 2021, incorporated by reference in this Prospectus and Registration Statement have been audited by Centurion ZD CPA & Co., ouran independent registered public accounting firm, as set forth in its report thereon, incorporated by reference elsewhere herein, and are included in reliance upon such reportsreport given uponon the authority of saidsuch firm as experts in auditingaccounting and accounting.auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, between the date of the initial registration statement and prior to effectiveness of the registration statement and the documents listed below that we have previously filed with the SEC:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2022; | |
| ● | our Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2023 and June 30, 2023; | |
| ● | our Current Reports on Forms 8-K filed on May 23, 2023, June 13, 2023, June 14, 2023 and September 6, 2023; and | |
| ● | the description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on January 13, 2014, including any amendments or reports filed for the purpose of updating such description. |
We also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or the termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.
Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:
Nova LifeStyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040
Attention: Thanh H. Lam
(323) 888-9999
Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the Registration Statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration statement, including any applicable prospectus supplement, for further information about us and these securities.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Because our Common Stock is listed on The NASDAQ Stock Market LLC, you may also inspect reports, proxy statements and other information at the offices of The NASDAQ Stock Market LLC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. | Other Expenses of Issuance and Distribution. |
We estimate the fees andThe following table sets forth all expenses to be incurredpayable by us in connection with the resaleoffering of the shares in this offering, other than underwriting discounts and commissions, to be as follows:
237 26,237SEC registration fee $ Legal fees and expenses $ 20,000 Accounting fees and expenses $ 5,000 Miscellaneous expenses $ 1,000 Total $
our securities being registered hereby. All amounts shown are estimatedestimates except the SEC registration fee.
| Registration fee | $ | 8,118 | ||
| Legal fees and expenses | * | |||
| Accounting fees and expenses | * | |||
| Printing and miscellaneous expenses | * | |||
| Total expenses | $ | * |
* Estimated expenses are presently not known and cannot be estimated.
| Item 15. | Indemnification of Directors and |
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.
| II-1 |
| Item 16. |
Exhibit Number | |
* To be filed by amendment
Description
* To be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and incorporated herein by reference.
** Filed herewith.
| Item 17. | Undertakings. |
The undersigned hereby undertakes:
| (1) |
| (i) | To include any prospectus required by | |
| (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 |
| II-2 |
| (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; |
Providedprovided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this sectionabove do not apply if the information otherwise required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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: |
| (i) |
| Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3)) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
| Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by |
| 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 |
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 | |
| (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. |
| The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to | ||
| Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant 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 registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question | ||
Pursuant to the requirements of the Securities Act of 1933, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Commerce, State of California on the 24th13th day of November, 2021.
October, 2023.
| NOVA LIFESTYLE, INC. | ||
| By: | /s/ Thanh H. Lam | |
| Thanh H. Lam | ||
| Chief Executive Officer (Principal Executive Officer) | ||
Each person whose signature appears below constitutes and appoints Thanh Lam as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-3 or other applicable form, with all exhibits thereto, or any and all amendments (including pre-effective and post-effective amendments) and supplements to a registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes 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 | ||||||
| /s/ Thanh H. Lam | Chief Executive Officer, President, Director and Chairperson (Principal Executive Officer) | October 13, 2023 | ||||
| Thanh H. Lam |
| |||||
| /s/ Jeffery Chuang | Chief Financial Officer (Principal Financial and Accounting Officer) |
| ||||
| Jeffery Chuang |
| |||||
| /s/ Min Su | ||||||
| Min Su | ||||||
/s/ Umesh Patel | Director |
| ||||
| Umesh Patel | ||||||
/s/ Ming-Cherng Sky Tsai | Director | October 13, 2023 | ||||
| Ming-Cherng Sky Tsai | ||||||
/s/ Huy P. La | Director | October 13, 2023 | ||||
| Huy P. La |