Securities Registration Statement (simplified Form) (s-3/a)
31 Mai 2022 - 1:33PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 27, 2022
Registration
No. 333-261343
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment No. 3
To
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.
Employee
Identification No.) |
6565
E. Washington Blvd.
Commerce,
CA 90040
(323)
888-9999
(Address
of principal executive offices, including zip code)
Copies
to:
Ralph
V. De Martino, Esq.
ArentFox
Schiff LLP
1717
K Street NW
Washington,
DC 20006 Tel: (202) 724-6848
Fax:
(202) 778-6460
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the SEC pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
|
Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
|
Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
|
|
|
|
Emerging
growth company |
☐ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Nova
LifeStyle, Inc. is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-3 (File No. 333-261343) (the
“Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory
note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder
of the Registration Statement is unchanged and has been omitted.
May
27, 2022
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
* |
Filed herewith. |
** |
Previously filed as an exhibit of the same number to
Amendment No. 2 to this Registration Statement on May 23, 2022. |
(1) |
Incorporated
by reference from the exhibit of the same number filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on
July 26, 2021. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment No.2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Commerce, State of California on the 27th day
of May 2022.
|
NOVA
LIFESTYLE, INC. |
|
|
|
|
By: |
/s/
Thanh H. Lam |
|
|
Thanh
H. Lam |
|
|
Chief
Executive Officer (Principal Executive Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Date |
|
Title |
|
|
|
|
|
/s/
Thanh H. Lam |
|
May
27, 2022 |
|
Chief
Executive Officer, President, |
Thanh
H. Lam |
|
|
|
Director
and Chairperson
(Principal
Executive Officer) |
|
|
|
|
|
/s/
Jeffery Chuang* |
|
May
27, 2022 |
|
Chief
Financial Officer |
Jeffery
Chuang |
|
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
/s/
Min Su* |
|
May
27, 2022 |
|
Director |
Min
Su |
|
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|
|
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/s/
Umesh Patel* |
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May
27, 2022 |
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Director |
Umesh
Patel |
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|
|
|
|
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|
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/s/
Ming-Cherng Sky Tsai* |
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May
27, 2022 |
|
Director |
Ming-Cherng
Sky Tsai |
|
|
|
|
|
|
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/s/
Huy P. La* |
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May
27, 2022 |
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Director |
Huy
P. La |
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* By: |
/s/
Thanh H. Lam |
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Thanh H. Lam, Attorney & Agent In Fact (pursuant
to the power of attorney included on the signature page of the registration statement filed on November 24, 2021)
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