Nova Lifestyle Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 3, 2025, Nova LifeStyle, Inc., a Nevada corporation (the “Company”) filed a Certificate of Change (the “Share Increase 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 250,000,000 shares to 5,000,000,000 shares. The Share Increase Amendment was approved by the Company’s Board of Directors (the “Board”) on September 15, 2025 and by the shareholders at a special meeting of the Company’s shareholders held on October 31, 2025. The Share Increase 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.
On November 3, 2025, the Company filed a Certificate of Amendment (the “Name Change Amendment”) with the Secretary of State for the State of Nevada to amend its Articles of Incorporation to change the Company’s name from “Nova LifeStyle, Inc.” to “XMax Inc.” The Name Change Amendment was approved by the Board on September 15, 2025 and by the shareholders at a special meeting of the Company’s shareholders held on October 31, 2025. The Name Change Amendment was effective immediately upon filing.
A copy of the Certificate of Amendment, as filed with the Nevada Secretary of State, is filed herewith as Exhibit 3.2 and is incorporated herein by reference.
On November 3, 2025, the Company amended and restated its bylaws to change the Company’s name from “Nova LifeStyle, Inc.” to “XMax Inc.” The amendment became effective immediately.
A copy of the Second Amended and Restated Bylaws of the Company is filed herewith as Exhibit 3.3 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 31, 2025, 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 250,000,000 shares to 5,000,000,000 shares (“Share Increase Amendment”); (ii) approved an amendment to the Articles of Incorporation of the Company to o change the Company’s name from “Nova LifeStyle, Inc.” to “XMax Inc.” (“Name Change Amendment”) and (iii) approve to grant discretionary authority to the Company’s Chairperson of the Board of Directors and Chief Executive Officer 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: Share Increase Amendment
| For | Against | Abstain | ||
| 26,751,736 | 196,649 | 2 |
Proposal 2: Name Change Amendment
| For | Against | Abstain | ||
| 26,927,223 | 19,702 | 1,462 |
Proposal 3: Approval of Grant of Discretionary Authority to Adjourn the Meeting
| For | Against | Abstain | ||
| 26,751,065 | 196,921 | 401 |
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 November 3, 2025 | |
| 3.2 | Certificate of Amendment to the Articles of Incorporation of Nova LifeStyle Inc. filed on November 3, 2025 | |
| 3.3 | ||
| 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/ Xiaohua Lu | |
| Xiaohua Lu | ||
| Chief Executive Officer | ||
| Date: November 4, 2025 | ||