LOS ANGELES, July 23, 2021 (GLOBE NEWSWIRE) — Nova Lifestyle, Inc. (NASDAQ Capital Market: NVFY) (the “Company”), today announced that it has entered into a definitive agreement with certain institutional investors to purchase its 1,114,508 shares of common stock in a listed direct offering. In addition, the Company has also agreed to issue unregistered warrants to investors to purchase a maximum of 1,114,508 shares of common stock in a concurrent private placement. The combined purchase price for one share of common stock and warrants for one share of common stock is $2.80. The warrants have an exercise price of $3.50 per share, are exercisable starting six months from the date of issue, and will expire five and a half years from the date of issue.
Dawson James Securities, Inc. act as the sole placement agent with respect to the offer.
Gross proceeds from listed direct bidding and concurrent private placements are expected to be approximately $3.1 million, before commission and expense payments. The Company plans to use the net proceeds from the offering for working capital and general corporate purposes. Closing of the listed direct offering and concurrent private placement is expected to take place on or around 27 July 2021, subject to compliance with the usual closing requirements.
The offering of the common stock described above (but not the warrants or the common stock underlying the warrants) is made pursuant to an effective “continuing” registration statement on Form S-3 (File No. 333-249384), previously filed with the Securities and Exchange Commission. (“SEC”) and declared effective by the SEC on October 15, 2020. Such common stock may only be offered through a prospectus, including prospectus supplements. The supplementary prospectus and accompanying prospectus relating 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 supplementary prospectus and the accompanying prospectus relating to the common stock offering may be obtained, if 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.
Warrants issued in the private placement concurrently and the common stock underlying the warrants are offered in the private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (“the Act”), and Rule D promulgated thereunder and, together with with common stock underlying the warrants, not registered under the Act, or applicable state securities laws. Accordingly, warrants and shares underlying common stock may not be offered or sold in the United States except in accordance with an effective registration statement or an applicable exemption from the registration requirements of the Act and applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation to purchase any securities, nor will there be any sale of these securities in any other state or jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the law. securities of that state or other jurisdiction.
About Nova Lifestyle, Inc.
Nova LifeStyle, Inc. is an established and innovative designer and distributor of modern lifestyle furniture; mainly sofas, dining room furniture, cabinets, office furniture and related components, bedroom furniture and various accessories, in a matching collection. The Nova LifeStyle product line includes Nova Brands and Diamond Sofa (www.diamondsofa.com). Nova products feature an urban contemporary style that integrates comfort and functionality, incorporating high-end luxury designs that appeal to middle- and upper-income consumers in the US, China, Europe and elsewhere in the world.
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. . The forward-looking statements in this press release include, without limitation, the Company’s ability to close offers. These statements relate to future events, future expectations, plans and prospects. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date they are made, the expectations may prove materially different from the results expressed or implied by such forward-looking statements. The company has endeavored to identify forward-looking statements with terminology including “believe,” “estimate,” “anticipate,” “expect,” “plan,” “project,” “intend,” “potential,” “possible,” ” could,” “maybe,” “will,” “should,” “should” or other words that convey the uncertainty of future events or outcomes to identify these forward-looking statements. These statements are predictions only and involve known and unknown risks, uncertainties and other factors, including those discussed in Item 1A. “Risk Factors” in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission (“SEC”) and updated from time to time in Form 10-Q filings and in other public filings with the SEC. Any forward-looking statements contained in this press release speak only as of the 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 unforeseen events.
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