Current Report Filing (8-k)
02 March 2023 - 12:00AM
Edgar (US Regulatory)
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0001590418
2023-03-01
2023-03-01
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
March 1, 2023
FOCUS
UNIVERSAL INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada | |
000-55247 | |
46-3355876 |
(State or Other Jurisdiction of Incorporation) | |
(Commission
File Number) | |
(I.R.S. Employer Identification No.) |
2311 East Locust Court Ontario, California | |
91761 |
(Address of Principal Executive Offices) | |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (626) 272-3883
Registrant’s Fax Number, Including Area
Code: (917) 791-8877
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)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, $0.001 par value per share |
FCUV |
The Nasdaq Stock Market LLC
(Nasdaq Global Market) |
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 ☐.
On December 9, 2022, Focus Universal Inc. (the
“Company”) entered into an At the Market Sales Agreement (the “Sales Agreement”) with Sutter Securities, Inc.,
as agent (the “Agent”), relating to the offer and sales of shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”). In accordance with the terms of the Sales Agreement, the Company initially authorized the offer and
sale of up to $25,000,000 of the Company’s Common Stock from time to time in transactions that are deemed to be “at the market”
as defined in Rule 415 under the Securities Act of 1933, as amended (the “ATM Offering”) pursuant to a prospectus supplement
dated December 9, 2022 (the “Prospectus Supplement”) to its registration statement on Form S-3 (File No. 333-260180) (the
“Registration Statement”), filed by the Company under Rule 424(b)(5). On February 28, 2023, the Company and the Agent agreed
to reduce the aggregate gross sales price of the shares of the Company’s Common Stock that may be sold under the Sales Agreement
from $25,000,000 to $1,000,000 (the “ATM Offering Size Reduction”). Except for the ATM Offering Size Reduction, the terms
of the ATM Offering remain unchanged, and the Sales Agreement remains in full force and effect.
On March 1, 2023, the Company filed supplement
no. 1 to the Prospectus Supplement with the Securities and Exchange Commission (the “Supplement to the Prospectus Supplement”)
in connection with the ATM Offering Size Reduction. The offer and sale of the Company’s Common Stock under the Sales Agreement will
be made pursuant to the Company’s Registration Statement filed with the SEC on October 8, 2021 and declared effective on November
16, 2021, as supplemented by the Prospectus Supplement and the Supplement to the Prospectus Supplement. As of the date of the Supplement
to the Prospectus Supplement, no shares of the Company’s Common Stock have been sold pursuant to the ATM Offering.
The Shares will be sold pursuant to the Registration
Statement, and offerings of the Company’s Common Stock will be made only by means of the Prospectus Supplement, the Supplement to
the Prospectus Supplement and the prospectus dated November 16, 2021. This Current Report on Form 8-K shall not constitute an offer
to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
FOCUS UNIVERSAL, INC. |
|
|
|
|
|
|
Date: March 1, 2023 |
By: |
/s/ Desheng Wang |
|
Name: |
Desheng Wang |
|
Title: |
Chief Executive Officer |
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