8-K
XMax Inc. (XWIN)
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
Dateof Report (Date of earliest event reported): May 27, 2025
NovaLifeStyle, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36259 | 90-0746568 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission | (I.R.S.<br> Employer |
| of<br> Incorporation) | File<br> Number) | Identification<br> No.) |
6565E. 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.001 per share | NVFY | Nasdaq<br> Stock Market |
Item5.07 Submission of Matters to a Vote of Security Holders.
Nova LifeStyle, Inc. (the “Company”) held a special meeting of stockholders on May 22, 2025 (the “Special Meeting”).
At the Special Meeting, the Company’s stockholders approved the following proposal set forth in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on April 25, 2025. The following is a tabulation of the voting on the proposal presented at the Special Meeting:
ProposalNo.1 — to approve of the issuance of (i) our common stock, in one or more offerings, where the maximum discount at whichour common stock will be offered will be equivalent to a discount of 50% below the closing price of our common stock on the date priorto the closing of each offering; and (ii) warrants to purchase shares of our common stock and shares of our common stock issuable uponexercise thereof, in one or more offerings, where the maximum discount at which our common stock will be offered will be equivalent toa discount of 40% below the closing price of our common stock on the date prior to the closing of each offering. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
|---|---|---|---|
| 6,445,338 | 16,802 | 1,952 | 0 |
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/ Xiaohua Lu |
| Xiaohua<br> Lu | |
| Chief<br> Executive Officer |
Date: May 27, 2025