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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
Incorporation) |
|
File
Number) |
|
Identification
No.) |
6565
E. Washington Blvd., Commerce, CA 90040
(Address
of Principal Executive Office) (Zip Code)
(323)
888-9999
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, 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 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
NVFY |
|
Nasdaq
Stock Market |
Item
1.01 Entry into a Material Definitive Agreement
On
July 30, 2024, Nova LifeStyle, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
with certain purchaser identified on the signature page thereto (the “Purchaser”), pursuant to which the Company agreed to
sell to the Purchaser in a private placement 125,000 shares (the “Shares”) of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at a purchase price of $1.60 per share for an aggregate price of $200,000 (the “Private
Placement”). The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated
under the Securities Act of 1933, as amended.
The
Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement are subject
to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
Please
see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
|
Nova
LifeStyle, Inc. |
|
|
|
|
By:
|
/s/
Thanh H. Lam |
|
|
Thanh
H. Lam |
|
|
Chairperson,
President and Chief Executive Officer |
Date:
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,
subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section
5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulations S thereunder, the Company desires to issue and sell to
the Purchaser, and the Purchaser desires to purchase from the Company, certain securities of the Company as more fully described in this
Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in
this Section 1.1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in, and construed, under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.
“Closing
Date” means the day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s obligations
to deliver the Shares, in each case, have been satisfied or waived.
“Commission”
means the United States Securities and Exchange Commission.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange
Rules” shall mean the listing rules of The Nasdaq Stock Market.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Common
Stock” means the shares of common stock of the Company, par value $0.001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“Per
Share Purchase Price” equals $1.60 per share of Common Stock, subject to adjustment for reverse and forward stock splits, stock
combinations and other similar transactions of the Common Stock that may occur after the date of this Agreement.
“Person”
means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(c).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(f).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Securities
Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), the Securities
Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers”
(as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board, the Exchange Rules and applicable
state securities laws and regulations.
“Shares”
means the shares of Common Stock of issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such
Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States
dollars and in immediately available funds.
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock are listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, and any other documents or agreements executed between the Company and the Purchaser in connection
with the transactions contemplated hereunder.
“Transfer
Agent” means Issuer Direct Corporation, the current transfer agent of the Company, and any successor transfer agent of the
Company.
ARTICLE
II.
PURCHASE AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchaser agrees to purchase, up to an aggregate of 125,000 shares of Common Stock of the Company at Per Share Purchase Price for a total
of $200,000. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be
made available for “Delivery Versus Payment” settlement with the Company or its designees. Upon receiving such Purchaser’s
Subscription Amount on the Closing Date and the delivery by such Purchaser of the other items set forth in Section 2.2 deliverable at
the Closing, the Company shall deliver the Shares to such Purchaser as determined pursuant to Section 2.2(a).
2.2
Deliveries.
(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser each of the following:
(i)
this Agreement duly executed by the Company;
(ii)
subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent
to deliver the Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, in the name of such
Purchaser.
(b)
On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
such Purchaser’s Subscription Amount by wire transfer to the bank account directed by the Company.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy when made and on the Closing Date of the representations and warranties of such Purchaser contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of such Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii)
the delivery by such Purchaser of the items set forth in Section 2.2(b) of this Agreement on or prior to the Closing Date.
(b)
The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a
specific date therein in which case they will be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement on or prior to the Closing Date; and
(iv)
there shall have been no material adverse effect with respect to the Company since the date hereof.
ARTICLE
III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company. Except as indicated in the SEC Reports, the Company hereby represents and warrants
to the Purchaser as of the date of this Agreement and as of the Closing Date as follows:
(a)
Organization and Qualification. The Company and each of the Subsidiaries, if any, is an entity duly incorporated or otherwise
organized and validly existing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, with the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted.
(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith
other than in connection with the Required Approvals (as defined below).
(c)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any governmental authority or any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the
offer, issue and sale of the Shares, other than: (i) the disclosure filing required for this Agreement and (ii) application(s) to each
applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby (collectively, the
“Required Approvals”).
(d)
Authorization of the Shares. The Shares to be sold by the Company and their issue and sale are duly authorized and, when issued
and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and free and clear
of all Liens imposed by the Company.
(e)
Capitalization. Except as may be described in the SEC Reports, all of the issued share capital of the Company has been duly and
validly authorized and issued, is fully paid and non-assessable.
(f)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports”).
(g)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
3.2
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of
the Closing Date to the Company as follows (unless as made of a specific date stated therein, in which case they shall be accurate as
of such date):
(a)
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to
which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms.
(b)
Understandings or Arrangements. The Purchaser is acquiring the Shares for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of the Shares (this representation and warranty
not limiting such Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws). Such Purchaser
is acquiring the Shares as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Shares or
any part thereof in violation of the Securities Act or any applicable state securities law.
(c)
Foreign Investors. The Purchaser hereby represents that it has satisfied itself as to the full observance by such Purchaser of
the laws of its jurisdiction applicable to such Purchaser in connection with the purchase of the Shares or the execution and delivery
by such Purchaser of this Agreement and the Transaction Documents, including (i) the legal requirements within its jurisdiction for the
purchase of the Shares, (ii) any foreign exchange restrictions applicable to the purchase, (iii) any governmental or other consents that
may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to such Purchaser’s purchase,
holding, redemption, sale, or transfer of the Shares. Such Purchaser’s subscription and payment for, and continued beneficial ownership
of, the Shares will not violate any securities or other laws of such Purchaser’s jurisdiction applicable to such Purchaser.
(d)
Experience of Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment
in the Shares and, at the present time, is able to afford a complete loss of such investment.
(e)
Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents and the
SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing
in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the investment.
(f)
Regulation S. The Purchaser is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act)
and is not acquiring the Shares for the account or benefit of a U.S. person. Such Purchaser will not, within six (6) months of the date
of the transfer of the Shares to such Purchaser, (i) make any offers or sales of the Shares in the United States or to, or for the benefit
of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the
registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance
with the Securities Act. Neither such Purchaser nor any of such Purchaser’s Affiliates or any person acting on his/her or their
behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Shares, and all
such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering
of the Shares outside of the United States. Such Purchaser further makes the representations and warranties to the Company set forth
on Exhibit A.
(g)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has
not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
first discussed the transaction with the Company or any other Person representing the Company setting forth the material terms of the
transactions contemplated hereunder and ending on the date when this Agreement is publicly disclosed by the Company. The Purchaser has
maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of
this transaction).
(h)
Purchaser Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, an “accredited
investor” as defined in Rule 501(a) under the Securities Act.
(i)
No Registration. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act
or applicable securities laws of any state or country and therefore the Shares cannot be sold, pledged, assigned or otherwise disposed
of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration
requirements are available. The Company shall be under no obligation to register the Shares under the Securities Act and applicable state
securities laws, and any such registration shall be in the Company’s sole discretion.
(j)
No General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper, magazine, website or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement.
ARTICLE
IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
Reservation of Securities. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.
4.2
Certain Transactions and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during
the period commencing with the execution of this Agreement and ending on the date when this Agreement is publicly disclosed by the Company.
The Purchaser also covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company,
such Purchaser will maintain the confidentiality of the existence and terms of this transaction.
4.3
Legends. The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer
of Shares other than pursuant to an effective registration statement or Rule 144, , the Company may require the transferor thereof to
provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such
transferred Shares under the Securities Act. The Purchaser agrees to the imprinting, so long as is required by this Section 4.3, of a
legend on all of the certificates evidencing the Shares in the following form:
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing
has not been consummated on or before August 31, 2024; provided, however, that no such termination will affect the right of any party
to sue for any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
5.3
Entire Agreement. The Transaction Documents contain the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is
delivered via facsimile at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile on a day that is not a Trading Day or later than 5:30 p.m. (New York City
time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and
communications shall be as set forth on the signature pages attached hereto.
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchaser as to The Purchaser’s obligations hereunder only, or, in
the case of a waiver, by the party granting the waiver. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right.
5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. No party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent
of the Company and the Purchaser.
5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in this Section 5.8.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the New York City, New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in New York City, for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares. The terms
of this Article V shall survive any termination of the Agreement pursuant to Section 5.1.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.14
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
The English version of this Agreement, regardless of whether a translation in any other language is or will be made, shall be the only
authentic version.
5.15
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
Nova
lifestyle Inc. |
|
|
|
By:
|
/s/
Thanh Lam |
|
Name:
|
Thanh
Lam |
|
Title:
|
Chief
Executive Officer |
|
Address
for Notice: Nova Lifestyle Inc.
6565
E Washington Blvd.
Commerce,
CA 90040
E-Mail:
info@novalifestyle.com
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser: Huge Energy International Limited
Signature
of Authorized Signatory of Purchaser: /s/ Ng Man Shek
Name
of Authorized Signatory: Ng Man Shek
Title
of Authorized Signatory: Director
Email
Address of Authorized Signatory:
Address
for Notice to Purchaser: Wing Lok St, Sheung Wan, Hong Kong
Subscription
Amount: $200,000
Number
of Shares: 125,000
EXHIBIT
A TO
THE
SECURITIES PURCHASE AGREEMENT
NON
U.S. PERSON REPRESENTATIONS
Purchaser
indicates that it is not a U.S. person, further represents and warrants to the Company as follows:
|
1. |
At
the time of (a) the offer by the Company and (b) the acceptance of the offer by the Purchaser, of the Shares, Purchaser was outside
the United States. |
|
|
|
|
2. |
Purchaser
is acquiring the Shares for Purchaser’s own account, for investment and not for distribution or resale to others and is not
purchasing the Shares for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person, in violation
of the registration requirements of the Securities Act. |
|
|
|
|
3. |
Purchaser
will make all subsequent offers and sales of the Shares either (x) outside of the United States in compliance with Regulation S;
(y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities
Act. Specifically, Purchaser will not resell the Shares to any U.S. person or within the United States prior to the expiration of
a period commencing on the date of Closing and ending on the date that is six months thereafter (the “Distribution Compliance
Period”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities
Act. |
|
|
|
|
4. |
Purchaser
has no present plan or intention to sell the Shares in the United States or to a U.S. person at any predetermined time, has made
no predetermined arrangements to sell the Shares and is not acting as a distributor of such securities. |
|
|
|
|
5. |
Neither
Purchaser, its affiliates nor any person acting on behalf of Purchaser, has entered into, has the intention of entering into, or
will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Shares at
any time after the date of Closing through the Distribution Compliance Period except in compliance with the Securities Act. |
|
|
|
|
6. |
Purchaser
consents to the placement of a legend on any certificate or other document evidencing the Shares substantially in the form set forth
in Section 4.3. |
|
|
|
|
7. |
Purchaser
is not acquiring the Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade
the registration provisions of the Securities Act. |
|
|
|
|
8. |
Purchaser
has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect Purchaser’s
interests in connection with the transactions contemplated by this Agreement. |
|
|
|
|
9. |
Purchaser
has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its
investment in the Shares. |
|
10. |
Purchaser
understands the various risks of an investment in the Shares and can afford to bear such risks for an indefinite period of time,
including, without limitation, the risk of losing its entire investment in the Shares. |
|
|
|
|
11. |
Purchaser
has had access to the Company’s information that the Purchaser has requested and all such information is sufficient for Purchaser
to evaluate the risks of investing in the Shares. |
|
|
|
|
12. |
Purchaser
has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms and conditions of
the issuance of the Shares. |
|
|
|
|
13. |
Purchaser
is not relying on any representations and warranties concerning the Company made by the Company or any officer, employee or agent
of the Company, other than those contained in this Agreement. |
|
|
|
|
14. |
Purchaser
will not sell or otherwise transfer the Shares unless either (A) the transfer of such securities is registered under the Securities
Act or (B) an exemption from registration of such securities is available. |
|
|
|
|
15. |
Purchaser
represents that the address furnished on its signature page to this Agreement is the principal residence if he/she is an individual
or its principal business address if it is a corporation or other entity. |
|
|
|
|
16. |
Purchaser
understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory
authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning
the Company that has been supplied to Purchaser and that any representation to the contrary is a criminal offense. |
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