Nova Lifestyle, Inc. Announces Pricing of $3.1 Million Registered Direct Offering
23 Juli 2021 - 1:55PM
Nova Lifestyle, Inc. (NASDAQ Capital Market: NVFY) (the "Company"),
today announced that it has entered into definitive agreements with
certain institutional investors to purchase 1,114,508 of its shares
of common stock in a registered direct offering. Additionally, the
Company has also agreed to issue to the investors unregistered
warrants to purchase up to an aggregate of 1,114,508 shares of
common stock in a concurrent private placement. The combined
purchase price for one share of common stock and a warrant to
purchase one share of common stock is $2.80. The warrants have an
exercise price of $3.50 per share, will be exercisable
beginning six-months from the date of issuance, and will expire
five and one half years from the date of issuance.
Dawson James Securities, Inc. is acting as the
sole placement agent in connection with the offering.
The gross proceeds from the registered direct
offering and concurrent private placement are expected to be
approximately $3.1 million, before payment of commissions and
expenses. The Company plans to use the net proceeds from the
offering for working capital and general corporate purposes. The
closing of the registered direct offering and concurrent private
placement is expected to take place on or about July 27, 2021,
subject to the satisfaction of customary closing conditions.
The offering of the common stock described above
(but not the warrants or the shares of common stock underlying the
warrants) is being made pursuant to an effective "shelf"
registration statement on Form S-3 (File No. 333-249384), that was
previously filed with the Securities and Exchange Commission
("SEC") and declared effective by the SEC on October 15, 2020.
Such shares of common stock may be offered only by means of a
prospectus, including a prospectus supplement. A prospectus
supplement and accompanying prospectus related to the offering of
common stock will be filed with the SEC and will be available on
the SEC's website located at http://www.sec.gov. Copies of the
prospectus supplement and the accompanying prospectus relating to
the offering of common stock may be obtained, when available, by
contacting Dawson James Securities, Inc., Attention: Prospectus
Department, 101 North Federal Highway, Suite 600, Boca Raton,
FL, 33432, cwachowiz@dawsonjames.com or toll free at
866.928.0928.
The warrants issued in the concurrent private
placement and shares of common stock underlying the warrants are
being offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Act"), and Regulation D
promulgated thereunder and, along with the shares of common stock
underlying the warrants, have not been registered under the Act, or
applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer to sell
or the solicitation of an offer to buy any securities nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other
jurisdiction.
About Nova Lifestyle, Inc.
Nova LifeStyle, Inc. is a well-established, innovative designer
and distributor of modern lifestyle furniture; primarily sofas,
dining room furniture, cabinets, office furniture and related
components, bedroom furniture, and various accessories, in matching
collections. Nova LifeStyle’s product lines include the Nova Brands
and Diamond Sofa (www.diamondsofa.com). Nova's products feature
urban contemporary styles that integrate comfort and functionality,
incorporating upscale luxury designs which appeal to middle and
upper middle-income consumers in the USA, China, Europe, and
elsewhere in the world.
Forward-Looking Statements
Some of the statements in this press release are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995, which involve
risks and uncertainties. Forward-looking statements in this press
release include, without limitation, the ability of the Company to
close the offering. These statements relate to future events,
future expectations, plans and prospects. Although the Company
believes the expectations reflected in such forward-looking
statements are reasonable as of the date made, expectations may
prove to have been materially different from the results expressed
or implied by such forward-looking statements. The Company has
attempted to identify forward-looking statements by terminology
including ''believes,'' ''estimates,'' ''anticipates,''
''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,''
''may,'' ''could,'' ''might,'' ''will,'' ''should,''
''approximately'' or other words that convey uncertainty of future
events or outcomes to identify these forward-looking statements.
These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including those discussed
under Item 1A. "Risk Factors" in the Company's most recently filed
Form 10-K filed with the Securities and Exchange Commission ("SEC")
and updated from time to time in its Form 10-Q filings and in its
other public filings with the SEC. Any forward-looking statements
contained in this press release speak only as of its date. The
Company undertakes no obligation to update any forward-looking
statements contained in this press release to reflect events or
circumstances occurring after its date or to reflect the occurrence
of unanticipated events.
Investor Relations Contact Andrew
Barwicki516-662-9461andrew@barwicki.comir@novalifestyle.com
Nova Lifestyle (NASDAQ:NVFY)
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