Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 5, 2023, Nova LifeStyle, Inc., a Nevada corporation (the “Company”) filed the Certificate of Change (the “Amendment”) with the Secretary of State for the State of Nevada to amend its Articles of Incorporation to increase the amount of authorized shares of its common stock, par value $0.001 per share, from 3,000,000 to 250,000,000. The Amendment was approved by the Company’s Board of Directors (the “Board”) on June 28, 2023 and by the shareholders at a special meeting of the Company’s shareholders held on August 31, 2023. The Amendment does not affect the rights of the Company’s shareholders and was effective immediately upon filing.
A copy of the Certificate of Change, as filed with the Nevada Secretary of State, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2023, the Company held a special meeting of the stockholders (the “Meeting”). A quorum was present at the Meeting and shareholders: (i) approved an amendment to the Articles of Incorporation of the Company to increase the total number of its authorized shares of common stock, par value $0.001 per share, from 3,000,000 shares to 250,000,000 shares (“Amendment to Articles of Incorporation”); (ii) approved and adopted the Nova LifeStyle, Inc. 2023 Omnibus Equity Plan; and (iii) approve to grant discretionary authority to the Company’s Chairperson of the Board of Directors to adjourn the Meeting for the purpose of soliciting additional proxies to approve the proposals (i) and (ii).
The final voting results of the matters submitted to a shareholder vote at the Meeting are as follows:
Proposal 1: Approval of Amendment to Articles of Incorporation
| For | Against | Abstain | ||||||||
| 484,339 | 31,736 | 462 | ||||||||
Proposal 2: Approval and adoption of the Nova LifeStyle, Inc. 2023 Omnibus Equity Plan
| For | Against | Abstain | ||||||||
| 485,540 | 30,513 | 484 | ||||||||
Proposal 3: Approval of Grant of Discretionary Authority to Chairperson of the Board
| For | Against | Abstain | ||||||||
| 484,473 | 31,469 | 595 | ||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 3.1 | Certificate of Change to the Articles of Incorporation of Nova LifeStyle Inc. filed on September 5, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
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. | ||
| By: | /s/ Thanh H. Lam | |
| Thanh H. Lam | ||
| Chairperson, President and Chief Executive Officer | ||
Date: September 6, 2023
Exhibit 3.1