诺华家具美股招股说明书(2025-10-14版)

Nova LifeStyle, Inc. 3,708,500SHARES OF COMMON STOCK We are offering 3,708,500 shares of our common stock at a price of $3.78 per share, to selected investors pursuant to thisprospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors. Our shares of common stock are listed and traded on the NASDAQ Stock Market LLC under the symbol “NVFY.” Theaggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was approximately$200,188,189.74, which was calculated based on 37,140,666 shares of common stock issued and outstanding held by non-affiliatesand the closing price of $5.39 as reported on the Nasdaq Capital Market on October 13, 2025. The Company is therefore not subject tothe limitations under General Instruction I.B.6 of Form S-3 until the filing date of Form 10-K for the fiscal year ended December 31,2025. You should read carefully this prospectus supplement and the documents incorporated by reference in this prospectussupplement before you invest.Please see“Risk Factors”on page S-4 of this prospectus supplement and the risk factorsincorporated by reference into this prospectus supplement and the accompanying prospectus for more information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Offering Price We anticipate delivery of the shares will take place on or about October 15, 2025, subject to the satisfaction of certainconditions. Investing in our shares of common stock involves a high degree of risk. Before buying any Shares, you should carefullyconsider the risks that we have described in “Risk Factors” of this prospectus supplement, as well as those described in ourfilings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Prospectus Supplement dated October 13, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-4SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-5USE OF PROCEEDSS-5DIVIDEND POLICYS-5DILUTIONS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-7EXPERTSS-7WHERE YOU CAN FIND MORE INFORMATIONS-7INCORPORATION BY REFERENCES-8 ABOUT THIS PROSPECTUS1THE COMPANY1RISK FACTORS2FORWARD-LOOKING STATEMENTS2USE OF PROCEEDS2DESCRIPTION OF CAPITAL STOCK2DESCRIPTION OF COMMON STOCK3DESCRIPTION OF PREFERRED STOCK4DESCRIPTION OF WARRANTS4DESCRIPTION OF UNITS5PLAN OF DISTRIBUTION6LEGAL MATTERS8EXPERTS8INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE9WHERE YOU CAN FIND MORE INFORMATION10 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. You should readthis prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplementand the accompanying prospectus, and any free writing prospectus that we may authorize for use in connection with this offering, intheir entirety before making an investment decision. You should also read and consider the information in the documents to which wehave referred you in the section of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporationby Reference.” These documents contain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offeringof the common stock and also adds to and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanyingprospectus, including the documents incorporated by reference into the accompanying prospectus, provides more general information,some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to the combined documentconsisting of this prospectus supplement and the accompanying prospectus. To the extent there is a conflict between the informationcontained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in anydocument incorporated by reference into the accompanying prospectus that was filed with the Securities and Exchange Commission,or SEC, before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectussupplement. If any