8-K

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

Date of Report (Date of earliest event reported): December 12, 2017

NOVA LIFESTYLE, INC.

(Exact name of registrant as specified in its charter)

Nevada	011-36259	90-0746568
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6565 E. Washington Blvd., Commerce, CA	90040
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:(323) 888-9999

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement 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. ☐

Item 8.01 Other Events

On December 12, 2017, Nova LifeStyle, Inc. (the “Company”), issued a press release announcing the Company has adopted a 10b-18 share repurchase program to repurchase up to $5 million of the Company’s outstanding common stock. Under the repurchase program, shares of the Company’s common stock may be repurchased from time to time over the next 12 months.

A copy of the press release is furnished with this current report on Form 8-K as Exhibit 99.1.

The information in this Current Report and in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:

99.1 Press Release.

SIGNATURE

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.
Date: December 12, 2017	By:	/s/ Thanh H. Lam
		Thanh H. Lam
	Its:	Chairperson, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Nova LifeStyle Establishes a $5 Million Share Repurchase Program

LOS ANGELES, December 11, 2017 (GLOBE NEWSWIRE) -- Nova LifeStyle, Inc. (NVFY) (“Nova LifeStyle” or the “Company”), a California-based innovative designer and global distributor of modern lifestyle household consumer products, today announced that its Board of Directors has approved a 10b-18 share buyback program to purchase up to $5 million of the Company's common stock in transactions conducted through a broker or dealer in compliance with Rule 10b-18 promulgated under the Exchange Act. The duration of the program will be one year.

"As Nova LifeStyle continues to experience record profit growth, supported by a strong balance sheet and operating cash flow, the Company is pleased to announce it’s first buyback program that enables us to return value to shareholders, while at the same time continuing to invest in opportunities that will further strengthen our robust growth which is anticipated to continue well into 2018,” said Tawny Lam, CEO of Nova LifeStyle. "The Board of Directors believes that the company's shares are an attractive investment opportunity and repurchasing stock is an important part of our capital allocation strategy."

The Company has recently provided fourth quarter earnings guidance and anticipates record earnings growth in 2018.

The share buyback program will be funded from the Company's cash and future cash provided by operating activities.

The buyback program will depend on a number of factors, including, but not limited to, market conditions (such as price, trading volume) and the company's working capital requirements, general business conditions and other factors. The share buyback program has a time limit of one year and maybe suspended, modified for periods and discontinued upon approval by the Board of Directors in compliance with applicable securities laws and regulations.

About Nova LifeStyle

Nova LifeStyle, Inc., a NASDAQ Global Market listed company headquartered in California, is a fast growing, innovative designer and distributor of modern LifeStyle furniture; primarily sofas, dining rooms, cabinets, office furniture and related components, bedrooms, and various accessories in matching collections. Nova's products are made in the US, Europe, and Asia that include LifeStyle brands such as Diamond Sofa, Nova QwiK, and Bright Swallow International. Nova's products feature urban contemporary styles that integrate comfort and functionality, incorporating upscale luxury designs appeals to middle and upper middle-income consumers in the U.S., China, Europe, and elsewhere in the world. Visit Nova LifeStyle’s website at www.NovaLifeStyle.com 

Safe Harbor Statement

All statements in this press release that are not historical are forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual results will not differ from the company's expectations. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect Nova's current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in Nova's filings with the Securities and Exchange Commission.

Company Contact:Investor Relations:The Equity Group Inc.In U.S.Adam Prior, Senior Vice President+1 (212) 836-9606aprior@equityny.com