诺华家具美股招股说明书(2014-04-14版)

424B5 1 novalifestyle424b5-041314.htm 424B5 PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)(To Prospectus dated February 20, 2014) File No. 333-193746 1,320,059 Shares of Common StockSeries A Warrants to purchase up to 660,030 Shares of Common Stock and 660,030 Shares of Common Stock underlying the Series A WarrantsSeries B Warrants to purchase up to 633,628 Shares of Common Stock and 633,628 Shares of Common Stock underlying the Series B WarrantsSeries C Warrants to purchase up to 310,478 Shares of Common Stock and 310,478 Shares of Common Stock underlying the Series C Warrants Nova LifeStyle, Inc. Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to investors 1,320,059 shares of our common stock (the “Shares”) together with the following warrants: (i) Series A warrants to purchase up to an aggregate of 660,030 shares of common stock at an exercise price of $8.48 per share (the “Series A Warrants”); (ii) Series B warrants to purchase up to an aggregate of 633,628 shares of common stock at an exercise price of $6.82 per share (the “Series B Warrants”); and (iii) Series C warrants to purchase up to an aggregate of 310,478 shares of common stock at an exercise price of $8.53 per share (the “Series C Warrants” and, together with the Series A Warrants and the Series B Warrants, the “Warrants”). The Series A Warrants have a term of four years and are exercisable by the holders at any time after the date of issuance. The Series B Warrants have a term of six months and are exercisable by the holders at any time after the date of issuance. If, at any time after the thirty (30) day anniversary of the issuance date of the Series B Warrants, the price of the Company’s common stock is greater than or equal to $7.84 for a period of ten (10) consecutive trading days, and if certain other conditions are met, including conditions relating to trading volume, the Company shall on one occasion have the right to require the Series B Warrant holders to exercise all of the remaining unexercised portion of the Series B Warrants held by such holders. The Series C Warrants have a term of four years and are exercisable by the holders at any time after their issuance. At any time after the six month anniversary of the issuance date of the Series C Warrants, to the extent that a holder of Series C Warrants exercises less than 70% of such holder’s Series B Warrants and the closing sale price of the Company’s common stock is equal to or greater than $9.81 for a period of ten (10) consecutive trading days, then the Company can purchase the entire then-remaining portion of such holder’s Series C Warrants for $1,000. In connection with this offering, we also issued, as additional compensation, to FT Global Capital, Inc., our exclusive placement agent, placement agent warrants to purchase up to 92,404 shares of common stock, equivalent to 7% of the Shares, at an exercise price of $8.48 per share (the “Placement Agent Warrants”). Table of Contents Our common stock trades on the NASDAQ Stock Market LLC under the symbol “NVFY.” There is no established public trading market for the Warrants and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Warrants on any national securities exchange. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $73,970,846 based on 19,397,957 shares of outstanding common stock, of which 10,962,500 shares were held by affiliates as of such date, and a price of $8.77 per share, which was the last reported sale price of our common stock as quoted on the NASDAQ Stock Market LLC on March 7, 2014. Per Share Total Public offering price of Shares $6.78 $8,950,000.02 Placement agency fees* $0.54 $716,000.00 Proceeds, before other expenses, to us $6.24 $8,234,000.02 * Does not include Placement Agent Warrants or other additional compensation received by the placement agent, including compensation for any tail financing for the twelve month period following April 17, 2014 or compensation that may be issued to the Placement Agent upon exercise of the Warrants.We have retained FT Global Capital, Inc. to act as exclusive placement agent in connection with this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. See “Plan of Distribution” beginning on page S-15 of this prospectus supplement for more information regarding these arrangements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-11 of this prospectus supplement and in the documents we incorporate by reference in this prospectus supplement and the accompanying prospectus. In addition, see “Risk Factors” in our Annual Report on Form 10-K for the ye