Nova Lifestyle (NVFY) Announces 1.1M Direct Offering at $3.50 per share

July 23, 2021 7:56 AM EDT

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Nova Lifestyle, Inc. (NASDAQ: NVFY) today announced that it has entered into definitive agreements with certain institutional investors to purchase 1,114,508 of its shares of common stock in a registered direct offering. Additionally, the Company has also agreed to issue to the investors unregistered warrants to purchase up to an aggregate of 1,114,508 shares of common stock in a concurrent private placement. The combined purchase price for one share of common stock and a warrant to purchase one share of common stock is $2.80. The warrants have an exercise price of $3.50 per share, will be exercisable beginning six-months from the date of issuance, and will expire five and one half years from the date of issuance.

Dawson James Securities, Inc. is acting as the sole placement agent in connection with the offering.

The gross proceeds from the registered direct offering and concurrent private placement are expected to be approximately $3.1 million, before payment of commissions and expenses. The Company plans to use the net proceeds from the offering for working capital and general corporate purposes. The closing of the registered direct offering and concurrent private placement is expected to take place on or about July 27, 2021, subject to the satisfaction of customary closing conditions.

The offering of the common stock described above (but not the warrants or the shares of common stock underlying the warrants) is being made pursuant to an effective "shelf" registration statement on Form S-3 (File No. 333-249384), that was previously filed with the Securities and Exchange Commission ("SEC") and declared effective by the SEC on October 15, 2020. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement. A prospectus supplement and accompanying prospectus related 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 prospectus supplement and the accompanying prospectus relating to the offering of common stock may be obtained, when 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.

The warrants issued in the concurrent private placement and shares of common stock underlying the warrants are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.



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