Current Report Filing (8-k)
December 12 2022 - 6:01AM
Edgar (US Regulatory)
0001590418
false
0001590418
2022-12-09
2022-12-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 9, 2022
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 ☐.
Item 1.01 |
Entry into a Material Definitive Agreement. |
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 sales agent (the “Agent”), to sell shares of its common stock, $0.001 par value per share (the “Common Stock”),
having an aggregate offering price of up to $25,000,000 (the “Shares”) from time to time through an “at the market offering”
(the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”).
The offer and sale of the Shares will be made pursuant to the Company’s
effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (File No. 333-260180)
filed with the U.S. Securities and Exchange Commission (“SEC”) on October 8, 2021 and declared effective by the SEC on November
16, 2021. On December 9, 2022, the Company filed a prospectus supplement with the SEC relating to the offer and sale of up to $25,000,000
of Common Stock in the ATM Offering.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of such state.
Subject to the terms and conditions of the Sales
Agreement, the Agent will use its reasonable best efforts to sell the Shares, based upon the Company’s instructions, consistent
with its normal trading and sales practices and applicable law and regulations. Under the Sales Agreement, the Agent may sell the Shares
by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of
the Securities Act. The Company or the Agent may, upon notice to the other party in accordance with the terms of the Sales Agreement,
suspend the offering of the Shares for any reason and at any time.
The Company has agreed to pay the Agent a commission for its services
in acting as agent in the sale of the Shares in the amount of 3.0% of the aggregate gross proceeds from the sale of the Shares pursuant
to the Sales Agreement. The Company has also agreed to provide the Agent with customary indemnification and contribution rights.
The foregoing description of the material terms
of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full Sales
Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of Wilson Bradshaw LLP, counsel
to the Company, relating to the legality of the issuance and sale of the Shares is filed herewith as Exhibit 5.1.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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.
Date: December 9, 2022
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FOCUS UNIVERSAL, INC. |
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By: |
/s/ Desheng Wang |
|
Name: |
Desheng Wang |
|
Title: |
Chief Executive Officer |
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