Nova LifeStyle, Inc. (NASDAQ: XWIN) Announces Securities Purchase Agreement for 8,500,000 Shares

Key Developments Investors Need to Know

Nova LifeStyle, Inc. (“the Company”), a Nasdaq-listed entity trading under the symbol XWIN, has entered into a Securities Purchase Agreement with certain investors for the sale of up to 8,500,000 shares of Common Stock, par value \$0.001 per share. This development is detailed in the Company’s Form 8-K filing dated March 9, 2026.

Transaction Overview

• Number of Shares: Up to 8,500,000 shares of common stock are being offered and sold.
• Purchase Price Per Share: The shares are to be sold at \$4.23 per share, which represents approximately 70% of the closing price of XWIN common stock on Nasdaq on the day before the agreement was signed. This price is subject to adjustment in the event of reverse or forward stock splits, stock dividends, or similar transactions.
• Form S-3 Shelf Registration: The offering is being conducted under an effective shelf registration statement (File No. 333-274970) that was initially filed with the SEC on October 13, 2023, and declared effective on October 23, 2023.
• Purpose of Proceeds: The net proceeds from this offering are expected to be used for general working capital, mergers and acquisitions, or other purposes as determined by the Board of Directors. Notably, the funds are not to be used for redemption sopf common stock, settlement of litigation, or in violation of FCPA or OFAC regulations.
• Prospectus Supplement: This transaction is accompanied by a prospectus supplement dated March 9, 2026, in addition to the base prospectus dated October 13, 2023.
• Legal Opinion: FisherBroyles, LLP has provided a legal opinion confirming that the shares, when issued and delivered as contemplated by the purchase agreement, will be legally issued, fully paid, and non-assessable.
• Listing: The shares will continue to be listed on the Nasdaq Stock Market.

Important Details for Shareholders

• Dilution Risk: The issuance of 8,500,000 new shares will dilute the ownership interest of existing shareholders. This is a significant increase in the share count and may impact the value of current holdings.
• Discounted Share Price: The offering price is at a substantial discount (~30% discount) to the recent market price, which may put downward pressure on the stock in the short term due to potential arbitrage or resale activity.
• Use of Proceeds: While the proceeds are earmarked for working capital and potential M&A, the broad discretion given to the Board on usage means that investors should monitor subsequent disclosures for specific deployment of the funds.
• No Emerging Growth Company Benefits: The company has indicated it does not qualify as an “emerging growth company,” and thus does not benefit from certain reduced disclosure or compliance requirements.
• Regulatory Compliance: The company confirms that all shares issued will be fully compliant with SEC rules and Nasdaq listing requirements.
• Restrictions on Further Issuance: For future financings involving common stock, the company must obtain written approval from all current purchasers, except for issuances related to employee stock or option plans.

Potential Share Price Impact

This transaction is highly price sensitive: The large size of the offering, the discounted price, and the potential dilution are all factors that could impact the share price in the near term. Investors may react negatively to the dilution and discount, but the company’s strengthened balance sheet and potential for M&A activity could provide longer-term strategic benefits.

Additional Documentation

• Purchase Agreement: The form of Securities Purchase Agreement is included as Exhibit 10.1 to the Form 8-K filing and is incorporated by reference.
• Legal Consents: The consent of FisherBroyles, LLP is included as Exhibit 5.1.

Disclaimer: The information provided herein is a summary of a public SEC filing and is intended for informational purposes only. This article does not constitute investment advice or a recommendation to buy or sell any security. Investors should review the full filings and consult with their own advisors before making investment decisions. The author and publisher accept no liability for any actions taken based on this information.

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