1.
|
Names of Reporting Persons.
|
|
|
|
Mitchell P. Kopin
|
|
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of
a Group (See Instructions)
|
|
|
|
(a)
|
|
(b)
|
|
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
United States of America
|
|
|
|
Number of
|
5. Sole Voting Power
|
0
|
Shares Beneficially
|
|
|
Owned by Each
|
|
|
Reporting
|
6. Shared Voting Power
|
67,120
|
Person
With:
|
|
|
|
|
|
|
7. Sole Dispositive Power
|
0
|
|
|
|
|
|
|
|
8. Shared Dispositive Power
|
67,120
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
67,120
(see Item 4)
|
|
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
1.0% (see Item 4)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
IN; HC
|
|
|
|
|
1.
|
Names of Reporting Persons.
|
|
|
|
Daniel B. Asher
|
|
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
|
(b)
|
|
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
United States of America
|
|
|
|
Number of
|
5. Sole Voting Power
|
0
|
Shares Beneficially
|
|
|
Owned by Each
|
|
|
Reporting
|
6. Shared Voting Power
|
67,120
|
Person
With:
|
|
|
|
|
|
|
7. Sole Dispositive Power
|
0
|
|
|
|
|
|
|
|
8. Shared Dispositive Power
|
67,120
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
67,120
(see Item 4)
|
|
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
1.0% (see Item 4)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
IN; HC
|
|
|
|
|
1.
|
Names of Reporting Persons.
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
|
(b)
|
|
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
Delaware
|
|
|
|
Number of
|
5. Sole Voting Power
|
0
|
Shares Beneficially
|
|
|
Owned by Each
|
|
|
Reporting
|
6. Shared Voting Power
|
67,120
|
Person
With:
|
|
|
|
|
|
|
7. Sole Dispositive Power
|
0
|
|
|
|
|
|
|
|
8. Shared Dispositive Power
|
67,120
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
67,120
(see Item 4)
|
|
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
1.0% (see Item 4)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
OO
|
|
|
|
|
Item
1.
Nova
LifeStyle, Inc. (the “Issuer”)
|
(b)
|
Address
of Issuer’s Principal Executive Offices
|
6565
E. Washington Blvd.
Commerce,
California 90040
Item
2.
|
(a)
|
Name
of Person Filing
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence
|
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr.
Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”)
and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin
and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)
of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
|
(d)
|
Title
of Class of Securities
|
Common
Stock, $0.001 par value per share, of the Issuer (the “Common Stock”).
66979P201
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
|
Not
applicable.
(i) Immediately following the execution of the Securities Purchase
Agreement with the Issuer on July 23, 2021 (the “SPA”) (as disclosed in the Form 8-K filed by the Issuer with the Securities
and Exchange Commission on July 26, 2021), each of the Reporting Persons may have been deemed to have beneficial ownership of 371,502
shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of
Common Stock in the aggregate represent beneficial ownership of approximately 6.2% of the Common Stock, based on (1) 5,602,734 shares
of Common Stock outstanding as of July 22, 2021 as reported by the Issuer, plus (2) 371,502 shares of Common Stock to be issued to Intracoastal
at the closing of the transaction contemplated by the SPA. The foregoing excludes 371,502 shares of Common Stock issuable upon exercise
of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (the “Intracoastal Warrant”)
because the Intracoastal Warrant is not exercisable until January 27, 2022 (and the Intracoastal Warrant contains a blocker provision
under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that
such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons
acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock). Without such
blocker provision (and assuming the Intracoastal Warrant was currently exercisable), each of the Reporting Persons may have been deemed
to have beneficial ownership of 743,004 shares of Common Stock.
(ii) As of the close of business on July 30, 2021, each of the Reporting
Persons may have been deemed to have beneficial ownership of 67,120 shares of Common Stock held by Intracoastal, and all such shares of
Common Stock represented beneficial ownership of approximately 1.0% of the Common Stock, based on (1) 5,602,734 shares of Common Stock
outstanding as of July 22, 2021 as reported by the Issuer, plus (2) 1,114,508 shares of Common Stock in the aggregate issued at the closing
of the transaction contemplated by the SPA. The foregoing excludes 371,502 shares of Common Stock issuable upon exercise of the Intracoastal
Warrant because the Intracoastal Warrant is not exercisable until January 27, 2022. Assuming the Intracoastal Warrant was currently exercisable,
each of the Reporting Persons may have been deemed to have beneficial ownership of 438,622 shares of Common Stock.
|
(c)
|
Number
of shares as to which each Reporting Person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0 .
|
|
(ii)
|
Shared
power to vote or to direct the vote: 67,120 .
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of 0 .
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of 67,120 .
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ☑.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
August 2, 2021
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Date:
August 2, 2021
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|