XMAX / XMax Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2026 (the “Effective Date”) by and between XMax Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser” ). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2026 XMAX Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 XMAX INC. (Exact name of registrant as specified in it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

XMAX INC. CODE OF BUSINESS CONDUCT AND ETHICS (Originally Adopted by the Board of Directors on June 4, 2013; As Amended and Restated by the Board of Directors on April 30, 2026)

Exhibit 14.1 XMAX INC. CODE OF BUSINESS CONDUCT AND ETHICS (Originally Adopted by the Board of Directors on June 4, 2013; As Amended and Restated by the Board of Directors on April 30, 2026) Introduction and Scope This Code of Business Conduct and Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2026 (the “Effective Date”) by and between XMax Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemptio

Security Type

Calculation of Filing Fee Tables S-3 XMax Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective

As filed with the Securities and Exchange Commission on April 29, 2026.

As filed with the Securities and Exchange Commission on April 29, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XMAX 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 Identi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

CLOUD SERVICES AGREEMENT

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. TEXT OMITTED FROM THIS EXHIBIT IS MARKED WITH ***** CLOUD SERVICES AGREEMENT This Cloud Services Agreement (this “Agreement”) is entered into on April 22, 2026 in the State of Nevada, United States, by and between the followi

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 21, 2026 (the “Effective Date”), by and between XMAX Inc., a Nevada corporation (the “Company”), and XIAOHUA LU (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth terms and conditions of the employment relationship between the Executive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET

Exhibit 10.1 Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET TABLE OF CONTENTS Fund Definitions 2 Member Information Sheet to Subscription Agreement 7 Relevant disclaimers 8 Schedule A: Fund Private Placement Memorandum 9 Schedule B: Operating Agreement 78 Schedule C: Fund Subscription Agreement 135 ADMINISTRATIVE MANAGER PRIVACY NOTICE 151 Subscription Agre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 13th, 2026 (the “Effective Date”) by and between XMax Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exempt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

Description of the Company’s Common Stock Registered Under Section 12 of the Exchange Act of 1934, as amended

Exhibit 4.5 Description of the Company’s Common Stock Registered Under Section 12 of the Exchange Act of 1934, as amended XMax Inc. (the “Company”, “we”, “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) which consists of common stock, $0.001 par value per share (the “Common Stock”). The following is a su

XMax Inc. and subsidiaries as of December 31, 2025

Exhibit 21.1 XMax Inc. and subsidiaries as of December 31, 2025 Subsidiary Name Jurisdiction of Incorporation Percentage Owned Diamond Bar Outdoors, Inc. California, U.S. 100 % Nova Furniture Limited British Virgin Islands 100 % Nova Furniture Limited (Samoa) Samoa 100 % i Design Blockchain Technology, Inc.* California, U.S. 100 % Xmax Capital Ltd. Samoa 100 % Xmax Alpha Holdings Ltd.* Cayman Isla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36259 XMAX INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2026 XMAX Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

XMax Advances AI Strategy Through Development and Deployment of An AI Inference Platform

Exhibit 99.1 XMax Advances AI Strategy Through Development and Deployment of An AI Inference Platform Los Angeles, CA, April 8, 2026 – XMax Inc. (NASDAQ: XWIN) (“XMax” or the “Company”) today announced a key milestone in its artificial intelligence (“AI”) strategy with the deployment of an AI inference platform, further advancing its expansion toward a software-driven and platform-based AI busines

AI INFERENCE PLATFORM DEPLOYMENT AND SERVICES AGREEMENT Effective Date April 1, 2026 Client XMAX AI INC (EIN: 41-5304554), 6565 E. Washington Blvd, Commerce, CA 90040 Service Provider CLOUD ALLIANCE INC, 8609 Westwood Center Dr, Suite 110, Tysons Cor

Exhibit 10.1 Cloud Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement AI INFERENCE PLATFORM DEPLOYMENT AND SERVICES AGREEMENT Effective Date April 1, 2026 Client XMAX AI INC (EIN: 41-5304554), 6565 E. Washington Blvd, Commerce, CA 90040 Service Provider CLOUD ALLIANCE INC, 8609 Westwood Center Dr, Suite 110, Tysons Corner, VA 22182 Project Deployment and customization of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC Filing Number:001-36259 CUSIP Number: 66979P300 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2026 (the “Effective Date”) by and between XMax Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser” ). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exempti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 XMAX Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

XMax Announces Strategic Expansion Into Artificial Intelligence to Drive Growth and Diversification

Exhibit 99.1 XMax Announces Strategic Expansion Into Artificial Intelligence to Drive Growth and Diversification LOS ANGELES, CA, March 24, 2026 – XMax Inc. (NASDAQ: XWIN, “XMax” or the “Company”) today announced that its Board of Directors has approved a strategic expansion into artificial intelligence (“AI”) while continuing to operate and develop its existing furniture business. The initiative

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2026 XMAX Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation)

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2026, between Xmax Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in thi

XMAX INC. 8,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274970 Prospectus Supplement (to Prospectus dated October 13, 2023) XMAX INC. 8,500,000 SHARES OF COMMON STOCK We are offering 8,500,000 shares of our common stock at a price of $4.23 per share, to selected investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors. O

Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET

Exhibit 10.1 Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET TABLE OF CONTENTS Fund Definitions 2 Member Information Sheet to Subscription Agreement 7 Relevant disclaimers 8 Schedule A: Fund Private Placement Memorandum 9 Schedule B: Operating Agreement 78 Schedule C: Fund Subscription Agreement 135 ADMINISTRATIVE MANAGER PRIVACY NOTICE 151 Subscription Agre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2026 XMAX Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2026 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2026 XMax Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2026 XMax Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporatio

LOAN AGREEMENT

Exhibit 10.1 LOAN AGREEMENT This Loan Agreement (this “Agreement”) is made and entered into as of January 28, 2026 (the “Effective Date”), BY AND BETWEEN: XMax Inc., a corporation duly organized and existing under the laws of the State of Nevada, United States (the “Lender”); AND JOYCHEER TRADE LIMITED, a company duly organized and existing under the laws of Hong Kong, with its registered office i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 XMax Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 XMax Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation

DIRECTOR AGREEMENT

Exhibit 10.1 DIRECTOR AGREEMENT This Director Agreement (the “Agreement’’) is made and entered into as of January 6, 2026 (the “Effective Date”), by and between XMax Inc. (the “Company”), and Matthew Beck, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company’ s Board of Directors (the “Board”). Director agrees to perform such tas

Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET

Exhibit 10.1 Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET TABLE OF CONTENTS Main Definitions 2 Member Information Sheet to Subscription Agreement 5 Relevant disclaimers 6 Schedule A: SPV Private Placement Memorandum 7 Schedule B: SPV Operating Agreement 68 Operating Agreement Signature Page 103 Schedule C: SPV Subscription Agreement 104 ADMINISTRATIVE MAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 XMAX Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporati

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2025, between Xmax Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

XMAX INC. 1,187,500 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274970 Prospectus Supplement (to Prospectus dated October 13, 2023) XMAX INC. 1,187,500 SHARES OF COMMON STOCK We are offering 1,187,500 shares of our common stock at a price of $4.21 per share, to selected investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors. O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2025 XMAX Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2025 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Empl

Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET

Exhibit 10.1 Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET TABLE OF CONTENTS Main Definitions 2 Member Information Sheet to Subscription Agreement 4 Relevant disclaimers 5 Schedule A: SPV Private Placement Memorandum 6 Schedule B: SPV Operating Agreement 70 Operating Agreement Signature Page 105 Schedule C: SPV Subscription Agreement 106 ADMINISTRATIVE MAN

Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET

Exhibit 10.1 Preamble X Capital I, a series of Preamble X Capital LLC CONFIDENTIAL SERIES LLC PACKET TABLE OF CONTENTS Main Definitions 2 Member Information Sheet to Subscription Agreement 4 Relevant disclaimers 5 Schedule A: SPV Private Placement Memorandum 6 Schedule B: SPV Operating Agreement 70 Operating Agreement Signature Page 105 Schedule C: SPV Subscription Agreement 106 ADMINISTRATIVE MAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 XMAX Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 XMAX Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2025 XMax Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2025 XMax Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2025 XMax Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporati

CONVERTIBLE PROMISSORY NOTE PURCHASEAGREEMENT

Exhibit 10.1 CONVERTIBLE PROMISSORY NOTE PURCHASEAGREEMENT This Convertible Promissory Note Purchase Agreement (“Agreement”) is made and effective November 18, 2025, BETWEEN: XMax Inc. (the “Company”), a corporation organized and existing under the laws of the State of Nevada, with its principal office located at 6565 E. Washington Blvd. Commerce, CA 90040. AND: Billiongold Holding Limited, a comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 XMax Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 XMax Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporati

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE Effective Date: November 18, 2025. U.S. $5,000,000 FOR VALUE RECEIVED, XMax Inc., a Nevada corporation (“Borrower”), promises to pay Billiongold Holding Limited, a company incorporated under the laws of Hong Kong, (“Lender”), US$5,000,000 on the date that is thirty-six (36) months after the Purchase Price Date (the “Maturity Date”) in accordance with the te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 XMax Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 XMax Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 XMAX INC. (Exact name of registrant as specified i

THE SECOND AMENDED AND RESTATED BYLAWS XMAX INC. A Nevada Corporation ARTICLE I 1. Annual Meeting

Exhibit 3.3 THE SECOND AMENDED AND RESTATED BYLAWS OF XMAX INC. A Nevada Corporation ARTICLE I SHAREHOLDERS 1. Annual Meeting A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors. 2. Special Meetings Special meetings of the shareholders may be called by the B

EX-3.2

Exhibit 3.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2025 Nova LifeStyle,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

EX-3.1

Exhibit 3.1

SUBSCRIPTION AGREEMENT Preamble Capital I, a Series of CGF2021 LLC A DELAWARE LIMITED LIABILITY COMPANY

Exhibit 10.1 SUBSCRIPTION AGREEMENT Preamble Capital I, a Series of CGF2021 LLC A DELAWARE LIMITED LIABILITY COMPANY This Subscription Agreement (this “Agreement”) is entered into by and between the Fund and the Subscriber and is effective as of the Acceptance Date. The parties agree as follows: 1. DEFINITIONS. Capitalized terms used and not otherwise defined in this Agreement or the Exhibit and S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2025 Nova LifeStyle,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2025 Nova LifeStyle,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2025 Nova LifeStyle,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2025, between Nova LifeStyle, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se

Nova LifeStyle, Inc. 3,708,500 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274970 Prospectus Supplement (to Prospectus dated October 13, 2023) Nova LifeStyle, Inc. 3,708,500 SHARES OF COMMON STOCK We are offering 3,708,500 shares of our common stock at a price of $3.78 per share, to selected investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement with such i

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on October 7, 2025 (the “Effective Date”), by and between Nova Lifestyle Inc., a Nevada corporation (the “Company”), and Yizhou (Steven) Zhao (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth terms and conditions of the employment relationship b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2025 Nova LifeStyle, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2025 Nova LifeStyle

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2025 Nova LifeStyle

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

SUBSCRIPTION AGREEMENT PREAMBLE CAPITAL, A SERIES OF CGF2021 LLC A DELAWARE LIMITED LIABILITY COMPANY

Exhibit 10.1 SUBSCRIPTION AGREEMENT PREAMBLE CAPITAL, A SERIES OF CGF2021 LLC A DELAWARE LIMITED LIABILITY COMPANY This Subscription Agreement (this “Agreement”) is entered into by and between the Fund and the Subscriber and is effective as of the Acceptance Date. The parties agree as follows: 1. DEFINITIONS. Capitalized terms used and not otherwise defined in this Agreement or the Exhibit and Sch

DIRECTOR AGREEMENT

Exhibit 10.1 DIRECTOR AGREEMENT This Director Agreement (the “Agreement’’) is made and entered into as of September 23, 2025 (the “Effective Date”), by and between Nova LifeStyle Inc. (the “Company”), and Wen Tao, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company’s Board of Directors (the “Board”), a member of the Audit Commit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2025 Nova LifeStyle

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, by and among Nova Lifestyle, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

9,836,054 Shares of Common Stock 19,672,108 Warrants to Purchase Common Stock 19,672,108 Shares of Common Stock underlying the Warrants Each Share of Common Stock and Two Warrants are Sold Together, Issued Separately

PROSPECTUS SUPPLEMENT AMENDMENT NO.1 DATED SEPTEMBER 4, 2025 (To Prospectus Supplement dated September 3, 2025, and Prospectus dated August 27, 2025) Filed Pursuant to Rule 424(b)(4) Registration No. 333-287559 9,836,054 Shares of Common Stock 19,672,108 Warrants to Purchase Common Stock 19,672,108 Shares of Common Stock underlying the Warrants Each Share of Common Stock and Two Warrants are Sold

EX-1.1

Exhibit 1.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 Nova LifeStyle,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

COMMON STOCK PURCHASE WARRANT NOVA LIFESTYLE, Inc.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT NOVA LIFESTYLE, Inc. Warrant Shares: Initial Exercise Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assignees (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exerc

Nova Lifestyle, Inc. Announces Closing of $9.0 Million Best-Efforts Public Offering

Exhibit 99.2 Nova Lifestyle, Inc. Announces Closing of $9.0 Million Best-Efforts Public Offering LOS ANGELES, CALIFORNIA - September 4, 2025 (GLOBE NEWSWIRE) — Nova LifeStyle, Inc. (Nasdaq: NVFY) (“Nova LifeStyle” or the “Company”), a U.S.-headquartered innovative designer and marketer of contemporary styled furniture, today announced the closing of its best-efforts public offering of 9,836,054 sh

Nova Lifestyle, Inc. Announces Pricing of $8.71 Million Best-Efforts Public Offering

Exhibit 99.1 Nova Lifestyle, Inc. Announces Pricing of $8.71 Million Best-Efforts Public Offering LOS ANGELES,CA - September 3, 2025 (GLOBE NEWSWIRE) — Nova LifeStyle, Inc. (NASDAQ: NVFY) (“Nova LifeStyle” or the “Company”), a U.S.-headquartered innovative designer and marketer of contemporary styled furniture, today announced the pricing of its best-efforts public offering of up to 9,522,393 shar

9,522,393 Shares of Common Stock 19,044,786 Warrants to Purchase Common Stock 19,044,786 Shares of Common Stock underlying the Warrants Each Share of Common Stock and Two Warrants are Sold Together, Issued Separately

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-287559 9,522,393 Shares of Common Stock 19,044,786 Warrants to Purchase Common Stock 19,044,786 Shares of Common Stock underlying the Warrants Each Share of Common Stock and Two Warrants are Sold Together, Issued Separately We are offering on a reasonable best efforts basis of (i) 9,522,393 of shares of our common stock, par value $0

EFFECT

X0101 EFFECT 33 LIVE 2025-08-27 16:00:00 S-1 0001473334 Nova Lifestyle, Inc. 333-287559

Nova LifeStyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040

Nova LifeStyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C., 20549 Attention: Ms. Kristin Baldwin Mr. Geoffrey Kruczek August 26, 2025 Re: Nova LifeStyle, Inc. Acceleration Request for Registration Statement on Form S-1, as amended File No. 333-287559 Ladies and Gentlemen: In ac

As filed with the Securities and Exchange Commission on August 21, 2025

As filed with the Securities and Exchange Commission on August 21, 2025 Registration No.

PLACEMENT AGENCY AGREEMENT July 19, 2025

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT July 19, 2025 Nova Lifestyle, Inc. 6565 E. Washington Blvd, Commerce, CA, 90040 Attention: Xiaohua Lu Chief Executive Officer Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between American Trust Investment Services, Inc., an Illinois corporation (“ATIS” or the “Placement Agent”), and Nova Lifestyle, Inc., a Nevada corporation

SUBSCRIPTION ESCROW AGREEMENT

Exhibit 10.2 SUBSCRIPTION ESCROW AGREEMENT This Subscription Escrow Agreement (the “Escrow Agreement”) dated as of July 28th, 2025 (the “Effective Date”) is made by and among Nova LifeStyle, Inc., a Nevada corporation (the “Company”), having an address at 6565 E. Washington Blvd., Commerce, CA 90040, American Trust Investment Services, Inc., an Indiana corporation (the “Placement Agent”) and broke

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as speci

Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040

Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 August 8, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Attention: Ms. Kristin Baldwin Mr. Geoffrey Kruczek Re: Nova Lifestyle, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed August 6, 2025 File No

As filed with the Securities and Exchange Commission on August 8, 2025

As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

LETTER

August 7, 2025 Xiaohua Lu Chief Executive Officer Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova Lifestyle, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed August 6, 2025 File No. 333-287559 Dear Xiaohua Lu: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration

As filed with the Securities and Exchange Commission on August 6, 2025

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040

Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 August 6, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Attention: Ms. Kristin Baldwin Mr. Geoffrey Kruczek Re: Nova Lifestyle, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 25, 2025 File No.

Form of Subscription Escrow Agreement

Exhibit 10.2 SUBSCRIPTION ESCROW AGREEMENT This Subscription Escrow Agreement (the “Escrow Agreement”) dated as of July 28th, 2025 (the “Effective Date”) is made by and among Nova LifeStyle, Inc., a Nevada corporation (the “Company”), having an address at 6565 E. Washington Blvd., Commerce, CA 90040, American Trust Investment Services, Inc., an Indiana corporation (the “Placement Agent”) and broke

LETTER

August 1, 2025 Xiaohua Lu Chief Executive Officer Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova Lifestyle, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 25, 2025 File No. 333-287559 Dear Xiaohua Lu: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your r

Form of Placement Agent Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2025 Nova Lifestyle, Inc. 6565 E. Washington Blvd, Commerce, CA, 90040 Attention: Xiaohua Lu Chief Executive Officer Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between American Trust Investment Services, Inc., an Illinois corporation (“ATIS” or the “Placement Agent”), and Nova Lifestyle, Inc., a Nevada corporation (coll

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Nova LifeStyle, Inc.

As filed with the Securities and Exchange Commission on July 24, 2025

As filed with the Securities and Exchange Commission on July 24, 2025 Registration No.

Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040

Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 June 27, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Attention: Ms. Kristin Baldwin Mr. Geoffrey Kruczek Re: Nova Lifestyle, Inc. Registration Statement on Form S-1 Filed May 23, 2025 File No. 333-287559 Correspon

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Nova LifeStyle, Inc.

As filed with the Securities and Exchange Commission on June 27, 2025

As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

LETTER

June 3, 2025 Xiaohua Lu Chief Executive Officer Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova Lifestyle, Inc. Registration Statement on Form S-1 Filed May 23, 2025 File No. 333-287559 Dear Xiaohua Lu: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

As filed with the Securities and Exchange Commission on May 23, 2025

As filed with the Securities and Exchange Commission on May 23, 2025 Registration No.

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, by and among Nova Lifestyle, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Nova LifeStyle, Inc.

Placement Agent Agreement by and between Nova LifeStyle Inc. and American Trust Investment Services, Inc., LLC, dated April 1, 2025

Exhibit 1.1 American Trust Investment Services, Inc. 1244 119th St Whiting, Indiana 46394 www.amtruinvest.com/ April 01, 2025 STRICTLY CONFIDENTIAL Nova LifeStyle, Inc. 6565 E. Washington Blvd., Commerce, CA 90040 Re: Engagement letter for proposed follow-on Private Placement Offering Dear Sirs: This engagement letter (the “Agreement” or “Engagement Letter”) constitutes the agreement between Ameri

Subsidiaries of the Registrant

Exhibit 21.1 Nova LifeStyle, Inc. and subsidiaries as of December 31, 2024 Subsidiary Name Jurisdiction of Incorporation Percentage Owned Diamond Bar Outdoors, Inc. California, U.S. 100 % Nova Furniture Limited British Virgin Islands 100 % Nova Furniture Limited (Samoa) Samoa 100 % i Design Blockchain Technology, Inc.* California, U.S. 100 % Nova Living (M) SDN. BHD.* Malaysia 100 % * Indicates su

Form Warrant

Exhibit 10.2 COMMON STOCK PURCHASE WARRANT NOVA LIFESTYLE, Inc. Warrant Shares: Initial Exercise Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assignees (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Employment Agreement between the Company and Xiaohua Lu dated April 21, 2025.

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 21, 2025 (the “Effective Date”), by and between Nova Lifestyle Inc., a Nevada corporation (the “Company”), and XIAOHUA LU (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth terms and conditions of the employment relationship between the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

Subsidiaries of the Registrant

Exhibit 21.1 Nova LifeStyle, Inc. and subsidiaries as of December 31, 2024 Subsidiary Name Jurisdiction of Incorporation Percentage Owned Diamond Bar Outdoors, Inc. California, U.S. 100 % Nova Furniture Limited British Virgin Islands 100 % Nova Furniture Limited (Samoa) Samoa 100 % i Design Blockchain Technology, Inc.* California, U.S. 100 % Nova Living (M) SDN. BHD.* Malaysia 100 % * Indicates su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36259 NOVA LIFESTYLE

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.4 Description of the Company’s Common Stock Registered Under Section 12 of the Exchange Act of 1934, as amended Nova LifeStyle, Inc. (the “Company”, “we”, “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) which consists of common stock, $0.001 par value per share (the “Common Stock”). The follow

Securities Purchase Agreement dated March 13, 2025.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 13th, 2025 (the “Effective Date”) by and between Nova LifeStyle, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Form of Purchase Order

Exhibit 10.1 PURCHASE ORDER P.O. No. NVS Date 2/26/2025 NOVA FURNITURE LIMITED Vendor: Ship To: Nova Furniture Limited (Samoa) . No 8, Jalan budi 19, Taman Industri, Wawasan 83000, Batu Pahat, Johor Ready Date Request ETD ETA Ship Via Order Type Customer PO No. Vendor Reference No. STANDARD Qty SKU Description Total Cuft Unit Cost Amount $ $ $ $ Total $ Nova Furniture Limited (Samoa) Representativ

Debt Repayment Agreement by and between the Company and the Creditor dated February 20, 2025.

Exhibit 10.1 DEBT REPAYMENT AGREEMENT This Debt Repayment Agreement (this “Agreement”) is dated as of February 20, 2025 (the “Effective Date”) by and between Nova LifeStyle Inc., a Nevada corporation (the “Company”) and Huge Energy International Limited, a company incorporated in Hong Kong (the “Creditor”, collectively with the Company, the “Parties”). RECITALS WHEREAS, the Company has debt payabl

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Securities Purchase Agreement dated February 10, 2025.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 10th, 2025 (the “Effective Date”) by and between Nova LifeStyle, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser” and collectively the “Purchasers”). RECITALS WHERE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Nova LifeStyle,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Securities Purchase Agreement dated January 6, 2025.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 6th, 2025 (the “Effective Date”) by and between Nova LifeStyle, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVA LIFESTYLE INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 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 No.) 6565 E. Washington Blvd. Commerce, CA 90040 (Address of Principal Exec

Calculation of Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Nova LifeStyle, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

As filed with the Securities and Exchange Commission on November 19, 2024

As filed with the Securities and Exchange Commission on November 19, 2024 Registration No.

LETTER

November 18, 2024 Thanh Lam Chief Executive Officer Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova Lifestyle, Inc. Registration Statement on Form S-3 Filed November 12, 2024 File No. 333-283177 Dear Thanh Lam: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelerat

NOVA LIFESTYLE, INC.

NOVA LIFESTYLE, INC. November 18, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Nova LifeStyle, Inc. Registration Statement on Form S-3 Filed November 12, 2024 File No. 333-283177 Acceleration Request Requested Date: November 21, 2024 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as

As filed with the Securities and Exchange Commission on November 12, 2024

As filed with the Securities and Exchange Commission on November 12, 2024 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Nova LifeStyle, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Securities Purchase Agreement by and between Nova LifeStyle Inc.and Huge Energy International Limited dated October 25, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2024 (the “Effective Date”) by and between Nova LifeStyle, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS,

Form of Purchase Order, dated October 11, 2024

Exhibit 10.1 Customer: Invoice Number: Date: 10/11/2024 NOVA Furniture Limited Product Qty Price Amount $ $ Total Amount $ Payment Terms Payment Due Date: [ ] days from invoice date Payment Methods: Terms and Conditions I. The total price of this order is US$[ ] and Parties agree that such price shall be paid by the buyer in [ ] shares of common stock of Nova Lifestyle (the “Shares”) at the price

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Form of Purchase Order, dated October 11, 2024

Exhibit 10.1 Customer: Invoice Number: Date: 10/11/2024 NOVA Furniture Limited Product Qty Price Amount $ $ Total Amount $ Payment Terms Payment Due Date: [ ] days from invoice date Payment Methods: Terms and Conditions I. The total price of this order is US$[ ] and Parties agree that such price shall be paid by the buyer in [ ] shares of common stock of Nova Lifestyle (the “Shares”) at the price

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Letter of WWC, P.C. to the Securities and Exchange Commission, dated September 26, 2024

Exhibit 16.1 September 26, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Nova LifeStyle, Inc. Commission File No: 001-36259 We have read the statements by Nova LifeStyle, Inc. included in Item 4.01 of Form 8-K regarding the recent change of auditors, and we agree with such statements made regarding our firm. Very truly yours, WWC

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Joint Filing Agreement

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with resp

NVFY / Nova LifeStyle, Inc. / VT Conceptone Sdn Bhd Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Nova lifestyle inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 66979P300 (CUSIP Number) August 7, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate

NVFY / Nova LifeStyle, Inc. / HUGE ENERGY INTERNATIONAL LTD Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Nova lifestyle inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 66979P300 (CUSIP Number) July 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Joint Filing Agreement

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with resp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as speci

NVFY / Nova LifeStyle, Inc. / Hong Sheng Ventures Sdn Bhd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Nova lifestyle inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 66979P300 (CUSIP Number) July 5, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Joint Filing Agreement

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of comm

Sale and Purchase Agreement by and among Nova LifeStyle Inc., Nova Living (M) Sdn Bhd and VT Conceptone Sdn Bhd dated August 7, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2024)

Exhibit 10.1 Dated 07 August, 2024 SALE AND PURCHASE AGREEMENT relating to the Payment System between VT CONCEPTONE SDN BHD (Registration No. 202201019948 (1465645-P)) and NOVA LIVING (M) SDN BHD (Registration No. 201901026513 (1335842-W)) and NOVA LIFESTYLE, INC (Neveda Business Identification No. NV20091105529-2) TABLE OF CONTENTS Contents Page 1. Interpretation and Definitions 2 2. Sale and Pur

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Securities Purchase Agreement by and between Nova LifeStyle Inc.and Huge Energy International Limited dated July 30, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 2, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2024 (the “Effective Date”) by and between Nova LifeStyle, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS, su

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2024 Nova LifeStyle, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Sale and Purchase Agreement by and among Nova LifeStyle Inc., Nova Living (M) Sdn Bhd and Hong Sheng Sdn Bhd dated July 5, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2024)

Exhibit 10.1 Dated 05 July, 2024 SALE AND PURCHASE AGREEMENT relating to the Nova Living DesignXperience between HONG SHENG VENTURES SDN BHD (Registration No. 202001013992 (1370312-M)) and NOVA LIVING (M) SDN BHD (Registration No. 201901026513 (1335842-W)) and NOVA LIFESTYLE, INC (Neveda Business Identification No. NV20091105529-2) TABLE OF CONTENTS Contents Page 1. Interpretation and Definitions

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

NOVA LIFESTYLE, INC.

NOVA LIFESTYLE, INC. June 4, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Nova LifeStyle, Inc. Registration Statement on Form S-3 Filed May 29, 2024 File No. 333-279796 Acceleration Request Requested Date: June 6, 2024 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of the General Rul

LETTER

United States securities and exchange commission logo June 4, 2024 Thanh Lam Chief Executive Officer Nova Lifestyle, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Nova LifeStyle, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2)

As filed with the Securities and Exchange Commission on May 29, 2024

As filed with the Securities and Exchange Commission on May 29, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Nova LifeStyle, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Securities Purchase Agreement by and between Nova LifeStyle Inc. and Huge Energy International Limited dated May 16, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 21, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2024 (the “Effective Date”) by and between Nova LifeStyle, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS, subje

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as spec

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-36259 NOVA LIFESTYLE

Employment Agreement by and between Nova Lifestyle Inc. and Thanh H. Lam dated May 8, 2023

Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 8th day of May, 2023 (the “Effective Date”), by and between Nova Lifestyle Inc., a Nevada corporation (the “Company”), and Thanh H. Lam (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth terms and conditions of the employment relation

Amendment to Employment Agreement by and between Nova Lifestyle Inc. and Jeffery Chuang dated December 22, 2023

Exhibit 10.14 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of this 22nd day of December, 2023 (the “Effective Date”), by and between Nova Lifestyle, Inc., a Nevada corporation (the “Company”), and Jeffery Chuang (“Employee”). The Company and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties

Employment Agreement by and between Nova Lifestyle Inc. and Jeffery Chuang dated September 1, 2023

Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of September, 2023 by and between Nova Lifestyle Inc., a Nevada corporation (the “Company”), and Jeffery Chuang (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between

Clawback Policy

Exhibit 97.1 Nova LifeStyle, Inc. CLAWBACK POLICY 1. Introduction Nova LifeStyle, Inc. (the “Company”), through the Company’s Board of Directors (the “Board”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The B

Insider Trading Policy

Exhibit 19.1 nova lifestyle, inc. INSIDER TRADING POLICY THIS POLICY HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF nova lifestyle, inc. AND IS APPLICABLE TO ALL EMPLOYEES, OFFICERS AND DIRECTORS OF nova lifestyle, inc. The Need for a Policy Statement For many years, the Securities and Exchange Commission (the “SEC”) and the Justice Department have pursued individuals for violations of the laws wi

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.4 Description of the Company’s Common Stock Registered Under Section 12 of the Exchange Act of 1934, as amended Nova LifeStyle, Inc. (the “Company”, “we”, “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) which consists of common stock, $0.001 par value per share (the “Common Stock”). The follow

Subsidiaries of the Registrant

Exhibit 21.1 Nova LifeStyle, Inc. and subsidiaries as of December 31, 2023 Subsidiary Name Jurisdiction of Incorporation Percentage Owned Diamond Bar Outdoors, Inc. California, U.S. 100 % Nova Furniture Limited British Virgin Islands 100 % Nova Furniture Limited (Samoa) Samoa 100 % i Design Blockchain Technology, Inc.* California, U.S. 100 % Nova Living (M) SDN. BHD.* Malaysia 100 % * Indicates su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

Joint Filing Agreement

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with resp

NVFY / Nova LifeStyle, Inc. / ATS BRAND SDN BHD Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Nova lifestyle inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 66979P300 (CUSIP Number) January 23, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

EX-99.1 2 d632626dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value, of Nova Lifestyle, Inc., a Nevada corporation,

US66979P3001 / NOVA LIFESTYLE INC / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 66979P300 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 2)* Nova LifeStyle, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 66979P300 (CUSIP Number)

NVFY / Nova LifeStyle, Inc. / Anson Funds Management LP - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Sale and Purchase Agreement by and among Nova LifeStyle Inc., Nova Living (M) Sdn Bhd and ATS Brand Sdh Bhd dated January 23, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2024)

Exhibit 10.1 Dated 23 January, 2024 SALE AND PURCHASE AGREEMENT relating to the NOVA AI CALCULATION ENGINE between ATS BRAND SDN BHD (Registration No. 202201019945 (1465642-V)) and NOVA LIVING (M) SDN BHD (Registration No. 201901026513 (1335842-W)) and NOVA LIFESTYLE, INC (Neveda Business Identification No. NV20091105529-2) TABLE OF CONTENTS Contents Page 1. Interpretation and Definitions 2 2. Sal

Calculation of Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Nova LifeStyle, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee New

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVA LIFESTYLE INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 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 No.) 6565 E. Washington Blvd. Commerce, CA 90040 (Address of Principal Exec

Joint Filing Agreement

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with resp

US66979P3001 / NOVA LIFESTYLE INC / Web 3.0 SDH BHD Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Nova lifestyle inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 66979P300 (CUSIP Number) November 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Sale and Purchase Agreement by and among Nova LifeStyle Inc., Nova Living (M) Sdn Bhd and Web 3.0 Sdh Bhd dated November 16, 2023(Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 22, 2023)

Exhibit 10.1 Dated 16 November, 2023 SALE AND PURCHASE AGREEMENT relating to the NeuroNova AI between WEB 3.0 SDN BHD (Registration No. 202201040349 (1486046T)) and NOVA LIVING (M) SDN BHD (Registration No. 201901026513 (1335842-W)) and NOVA LIFESTYLE, INC (Neveda Business Identification No. NV20091105529-2) TABLE OF CONTENTS Contents Page 1. Interpretation and Definitions 2 2. Sale and Purchase o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as

NOVA LIFESTYLE, INC.

NOVA LIFESTYLE, INC. October 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Nova LifeStyle, Inc. Registration Statement on Form S-3 Filed October 13, 2023 File No. 333-274970 Acceleration Request Requested Date: October 23, 2023 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of the

LETTER

United States securities and exchange commission logo October 19, 2023 Thanh Lam Chief Executive Officer Nova LifeStyle, Inc.

LETTER

United States securities and exchange commission logo October 17, 2023 Thanh H. Lam President Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova Lifestyle, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 001-36259 Dear Thanh H. Lam: We have completed our review of your filing. We remind you that the company and its management are responsible for the accur

As filed with the Securities and Exchange Commission on October 13, 2023.

As filed with the Securities and Exchange Commission on October 13, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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. Em

Calculation of Filing Fee Tables**

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Nova LifeStyle, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly R

Nova LifeStyle, Inc.

Nova LifeStyle, Inc. October 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Re: Nova LifeStyle, Inc. Request for Withdrawal of Registration Statement on Form S-1 (File No. 333-268939) Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Nova LifeStyle, In

Nova Lifestyle, Inc.

Nova Lifestyle, Inc. September 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Jimmy McNamara Jennifer Gowetski Re: Nova LifeStyle, Inc. Form 10-K for the Year Ended December 31, 2022 File No. 001-36259 Ladies and Gentlemen: Nova LifeStyle, Inc. (the “Company” and sometimes referred to as “we” or “

Certificate of Change to the Articles of Incorporation of Nova LifeStyle Inc. filed with the Nevada Secretary of State on September 5, 2023 (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2023)

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 Nova LifeStyle, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

LETTER

United States securities and exchange commission logo August 31, 2023 Thanh H. Lam President Nova Lifestyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova Lifestyle, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 001-36259 Dear Thanh H. Lam: We have limited our review of your filing to the submission and/or disclosures as required by Item 9C of Form 10-K and have t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as speci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 Nova LifeStyle, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 Nova LifeStyle, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 Nova LifeStyle, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Nova LifeStyle, Inc. Completes 1 for 5 Reverse Stock Split

Exhibit 99.1 Nova LifeStyle, Inc. Completes 1 for 5 Reverse Stock Split LOS ANGELES, May 23, 2023 (GLOBE NEWSWIRE) — Nova LifeStyle, Inc. (NASDAQ: NVFY) (“Nova LifeStyle” or the “Company”) today announced that it has completed a one-for-five reverse stock split (the “Reverse Stock Split”). On May 22, 2023, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary o

Certificate of Change filed with the Nevada Secretary of State on May 22, 2023 (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 23, 2023)

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-36259 NOVA LIFESTYLE

Employment Agreement by and between Nova Lifestyle Inc. and Jeffery Chuang dated August 18, 2022

Exhibit 10.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 18th day of August, 2022 (the “Effective Date”) by and between Nova Lifestyle Inc., a Nevada corporation (the “Company”), and Jeffery Chuang (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.4 Description of the Company’s Common Stock Registered Under Section 12 of the Exchange Act of 1934, as amended Nova LifeStyle, Inc. (the “Company”, “we”, “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) which consists of common stock, $0.001 par value per share (the “Common Stock”). The follow

Subsidiaries of the Registrant

Exhibit 21.1 Nova LifeStyle, Inc. and subsidiaries as of December 31, 2022 Subsidiary Name Jurisdiction of Incorporation Percentage Owned Diamond Bar Outdoors, Inc. California, U.S. 100 % Nova Furniture Limited British Virgin Islands 100 % Nova Furniture Limited (Samoa) Samoa 100 % i Design Blockchain Technology, Inc.* California, U.S. 100 % Nova Living (M) SDN. BHD.* Malaysia 100 % * Indicates su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of

As filed with the Securities and Exchange Commission on December 21, 2022

As filed with the Securities and Exchange Commission on December 21, 2022 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nova LifeStyle, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 Nova LifeStyle, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

Letter of Centurion ZD CPA & Co. to the Securities and Exchange Commission, dated October 11, 2022

Exhibit 16.1 ????????? Centurion ZD CPA & Co. Certified Public Accountants (Practising) Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. ?? ?? ???22? ?????? 13?1304? Tel ??: (852) 2126 2388 Fax ??: (852) 2122 9078 Email ??: [email protected] October 11, 2022 U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 U.S.A. Ladies and Gentlemen: We have read

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as speci

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2022 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 Nova LifeStyle, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36259 90-0746568 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

Calculation of Filing Fee Tables

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) NOVA LIFESTYLE, INC.

As filed with the Securities and Exchange Commission on May 27, 2022

As filed with the Securities and Exchange Commission on May 27, 2022 Registration No.

Nova LifeStyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040

Nova LifeStyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 May 31, 2022 VIA EDGAR Office of Manufacturing Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jennifer Angelini; Sergio Chinos Re: Nova LifeStyle, Inc. Registration Statement on Form S-3 File No. 333-261343 Ladies and Gentlemen: Pursuant to Rule 461 of the

LETTER

United States securities and exchange commission logo May 27, 2022 Thanh H. Lam Chief Executive Officer Nova LifeStyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova LifeStyle, Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed May 23, 2022 File No. 333-261343 Dear Ms. Lam: We have reviewed your amended registration statement and have the following comments. In some of ou

* * * * *

ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com May 27, 2022 Ralph De Martino Partner Office of Manufacturing (202) 724-6848 direct Division of Corporation Finance [email protected] United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jennifer Angelini Sergio Chinos Re: Nova LifeStyle, Inc. Registra

Calculation of Filing Fee Tables

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) NOVA LIFESTYLE, INC.

As filed with the Securities and Exchange Commission on May 23, 2022

As filed with the Securities and Exchange Commission on May 23, 2022 Registration No.

ArentFox Schiff LLP

ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com May 23, 2022 Ralph De Martino Partner Office of Manufacturing (202) 724-6848 direct Division of Corporation Finance [email protected] United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jennifer Angelini Sergio Chinos Re: Nova LifeStyle, Inc. Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36259 NOVA LIFESTYLE, INC. (Exact name of registrant as spec

LETTER

United States securities and exchange commission logo May 3, 2022 Thanh H. Lam Chief Executive Officer Nova LifeStyle, Inc. 6565 E. Washington Blvd. Commerce, CA 90040 Re: Nova LifeStyle, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed April 26, 2022 File No. 333-261343 Dear Ms. Lam: We have reviewed your amended registration statement and have the following comments. In some of o

As filed with the Securities and Exchange Commission on April 26, 2022

As filed with the Securities and Exchange Commission on April 26, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Definitive Proxy State

Calculation of Filing Fee Tables

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) NOVA LIFESTYLE, INC.