Focus Universal (NASDAQ: FCUV) prices $4M PIPE unit financing
Rhea-AI Filing Summary
Focus Universal Inc. completed a private placement raising approximately $4.0 million through the sale of 1,117,318 Common Units to accredited investors. Each unit was priced at $3.58 (or $3.57999 for a Pre-Funded Unit) and includes either one share of common stock or one Pre-Funded Warrant, plus two investor warrants.
Each unit also carries a Series A PIPE Common Warrant and a Series B PIPE Common Warrant, both exercisable immediately at $3.33 per share, expiring in 24 months and 60 months respectively. Pre-Funded Warrants have a nominal exercise price of $0.00001 and remain exercisable until fully exercised.
The company expects to use the net proceeds for general corporate purposes and working capital. Aegis Capital Corp. acted as exclusive placement agent, earning a 7% commission on gross proceeds. The securities were issued under Section 4(a)(2) in an unregistered private placement, with registration rights granted for resale of the underlying shares.
Positive
- None.
Negative
- None.
Insights
Focus Universal raises $4M via unit-based PIPE with attached warrants.
Focus Universal Inc. completed a private placement of $4.0 million by selling 1,117,318 Common Units at $3.58 (or $3.57999 for Pre-Funded Units). Each unit includes equity plus two tranches of warrants, creating layered future share issuance potential.
The attached Series A and Series B PIPE Common Warrants are exercisable immediately at $3.33 per share, expiring after 24 months and 60 months. Pre-Funded Warrants carry a nominal exercise price of $0.00001. A 4.99% (or 9.99% at election) beneficial ownership limitation caps how much of the company the investor can hold post-exercise.
The company will receive initial gross proceeds of about $4.0 million, less a 7% commission to Aegis Capital Corp. and expenses, and plans to use net proceeds for general corporate purposes and working capital. A registration rights agreement requires filing a resale registration statement for the underlying shares after the April 7, 2026 closing.
8-K Event Classification
Key Figures
Key Terms
private placement financial
Pre-Funded Warrant financial
Series A PIPE Common Warrant financial
Series B PIPE Common Warrant financial
Registration Rights Agreement regulatory
beneficial ownership limitation financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
| ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including
Area Code:
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 |
The (Nasdaq Capital 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. |
The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On April 8, 2026, Focus Universal Inc. (the “Company”) issued a press release announcing the closing of $4,000,000 private placement of securities.
On or about April 6, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with private accredited investor (the “Investor”) the form of which is included hereto as Exhibit 10.1 and is incorporated by reference into this Item 3.02. Pursuant to the terms and conditions of the Purchase Agreement, the Investor purchased an aggregate of 1,117,318 Common Units at a purchase price of $3.58 per unit (or Pre-Funded Units at a purchase price of $3.57999 per unit, equal to the Common Unit offering price minus the Pre-Funded Warrant exercise price of $0.00001), (the “Common Units”), each Common Unit consisting of (i) one (1) share of common stock (or, in lieu thereof, one (1) Pre-Funded Warrant (the “Pre-Funded Warrant”), the form of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 3.02, (ii) one (1) Series A PIPE Common Warrant (“Series A Common Warrant”) to purchase one (1) share of common stock at an exercise price of $3.33, and expire 24 months after the initial issuance date, the form of which is attached hereto as Exhibit 4.2 and is incorporated by reference into this Item 3.02, and (iii) one (1) Series B PIPE Common Warrant (“Series B Common Warrant”) to purchase one (1) share of common stock at an exercise price of $3.33 and expire sixty (60) months after the initial issuance date, the form of which is attached hereto as Exhibit 4.3 and is incorporated by reference into this Item 3.02 (the “Transaction”).
The Series A Common Warrants and Series B Common Warrants are exercisable immediately upon issuance until their respective expiration dates. The number of shares of Common Stock issuable under the warrants are subject to adjustments for stock splits, dividends, and fundamental transactions as further described in the agreement. The Series A Common Warrants and Series B Common Warrants may be exercised on a cashless basis if there is no effective registration statement registering the issuance or resale of the warrant shares at the time of exercise.
Each Pre-Funded Warrant is exercisable for one (1) share of common stock at a nominal exercise price of $0.00001 per share, with the aggregate exercise price having been pre-funded to the Company on or prior to the Initial Exercise Date, and is exercisable immediately upon issuance until all of the Pre-Funded Warrants are exercised in full. Alternatively, the Pre-Funded Warrants may be exercised on a cashless basis.
Subject to limited exceptions, the Investor may not exercise any portion of its Pre-Funded Warrants, Series A Common Warrants, or Series B Common Warrants to the extent that, upon such exercise, the Investor would own more than 4.99% (or 9.99% at the Investor’s election) of the Common Stock then outstanding immediately after such exercise. At the Investor’s option, upon notice to the Company, the Investor may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, provided that any such increase shall become effective upon 61 days’ prior notice to the Company.
In connection with the Transaction, the Company and the Investor entered into a Registration Rights Agreement, the form of which is included hereto as Exhibit 10.2 and is incorporated by reference into this Item 3.02, pursuant to which the Company is required to file a registration statement covering the resale of the securities underlying the aforementioned warrants within 15 calendar days of the closing of the Transaction.
The Company also entered into a Placement Agent Agreement with Aegis Capital Corp., (“Aegis”) the form of which is included hereto as Exhibit 10.3 and is incorporated by reference into this Item 3.02, pursuant to which the Company engaged Aegis to act as its sole placement agent in connection with the Transaction on a best-efforts basis. The Company paid Aegis a commission equal to 7% of the aggregate gross proceeds from the Transaction for their services. In addition, the Company reimbursed Aegis for certain of out-of-pocket expenses, including reasonable legal fees.
The Transaction consists of private placement to a certain eligible Investor pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Common Units have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Units in any jurisdiction in which such offer or solicitation would be unlawful.
| 2 |
| Item 8.01 | Other Events |
On April 6, 2026, the Company issued a press release announcing the pricing of a the Transaction priced at the market under Nasdaq rules, a copy of which is attached hereto as Exhibit 99.1. and incorporated herein by reference.
On April 8, 2026, the Company issued a press release announcing the final closing of the Offering, a copy of which is attached hereto as Exhibit 99.2. and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of PIPE Pre-Funded Warrant, dated April 6, 2026 | |
| 4.2 | Form of Series A PIPE Common Warrant, dated April 6, 2026 | |
| 4.3 | Form of Series B PIPE Common Warrant, dated April 6, 2026 | |
| 10.1 | Form of Securities Purchase Agreement between the Company and a certain purchaser, dated April 6, 2026 | |
| 10.2 | Form of Registration Rights Agreement between the Company and a certain purchaser, dated April 6, 2026 | |
| 10.3 | Form of Placement Agent Agreement between the Company and Aegis Capital Corp., dated April 6, 2026 | |
|
99.1 |
Press Release by Focus Universal Inc. dated April 6, 2026 | |
| 99.2 | Press Release by Focus Universal Inc. dated April 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
| 3 |
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: April 10, 2026 |
| FOCUS UNIVERSAL INC. | ||
| By: | /s/ Desheng Wang | |
| Name: | Desheng Wang | |
| Title: | Chief Executive Officer | |
| 4 |
Exhibit 99.1
Focus Universal Inc. Announces $4.0 Million Private Placement
Priced at the Market Under Nasdaq Rules
WEST COVINA, CA, APRIL 6, 2026 -- Focus Universal Inc. (NASDAQ: FCUV) (the “Company”), a provider of patented hardware and software design technologies for the Internet of Things (IoT), 5G, and AI-driven SEC financial reporting automation software, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately $4.0 million of shares of Common Stock and pre-funded and investor warrants at a price of $3.58 per Common Unit. The entire transaction has been priced at the market under Nasdaq rules.
The offering consisted of the sale of 1,117,318 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $3.33 and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $3.33. The offering price per Common Unit is $3.58 (or $3.57999 for each Pre-Funded Unit, which is equal to the offering price per Common Unit sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Common Warrant is $3.33 per share of Common Stock. The Series A Common Warrants are exercisable immediately and expire 24 months after the initial issuance date. The initial exercise price of each Series B Common Warrant is $3.33 per share of Common Stock. The Series B Common Warrants are exercisable immediately and expire 60 months after the initial issuance date.
Aggregate gross proceeds to the Company are expected to be approximately $4.0 million. The transaction is expected to close on or about April 7, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. is acting as exclusive placement agent for the private placement. Corporate Securities Legal LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.
The securities described above are being sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the pre-funded warrants and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| 1 |
About Focus Universal Inc.
Focus Universal Inc. is a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The company has developed five disruptive patented technology platforms with 26 patents and patents pending in various phases and eight trademarks pending in various phases to solve the major problems facing hardware and software design and production within the industry today. For maintenance cost control, the company has also omnibus patents encompassing these patents into patent family groups. These technologies combined to have the potential to reduce costs, product development timelines and energy usage while increasing range, speed, efficiency, and security. Focus currently trades on the Nasdaq Markets.
Forward-Looking Statements
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
For company inquiries, please contact:
Investor Relations
626-272-3883
ir@focusuniversal.com
| 2 |
Exhibit 99.2
Focus Universal Inc. Announces Closing of $4.0 Million Private Placement
ONTARIO, CA, APRIL 8, 2026 -- Focus Universal Inc. (NASDAQ: FCUV) (the “Company”), a provider of patented hardware and software design technologies for the Internet of Things (IoT), 5G, and AI-driven SEC financial reporting automation software, today announced the closing of its previously announced private placement of approximately $4.0 million of shares of Common Stock and pre-funded and investor warrants at a price of $3.58 per Common Unit. The entire transaction was priced at the market under Nasdaq rules.
The offering consisted of the sale of 1,117,318 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $3.33 and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $3.33. The price per Common Unit was $3.58 (or $3.57999 for each Pre-Funded Unit, which is equal to the offering price per Common Unit sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Common Warrant is $3.33 per share of Common Stock. The Series A Common Warrants are exercisable immediately and expire 24 months after the initial issuance date. The initial exercise price of each Series B Common Warrant is $3.33 per share of Common Stock. The Series B Common Warrants are exercisable immediately and expire 60 months after the initial issuance date.
Aggregate gross proceeds to the Company were approximately $4.0 million. The transaction closed on April 7, 2026. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. acted as exclusive placement agent for the private placement. Corporate Securities Legal LLP acted as counsel to the Company. Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.
The securities described above were sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the pre-funded warrants and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| 1 |
About Focus Universal Inc.
Focus Universal Inc. is a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The company has developed five disruptive patented technology platforms with 26 patents and patents pending in various phases and eight trademarks pending in various phases to solve the major problems facing hardware and software design and production within the industry today. For maintenance cost control, the company has also omnibus patents encompassing these patents into patent family groups. These technologies combined to have the potential to reduce costs, product development timelines and energy usage while increasing range, speed, efficiency, and security. Focus currently trades on the Nasdaq Markets.
Forward-Looking Statements
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
For company inquiries, please contact:
Investor Relations
626-272-3883
ir@focusuniversal.com
| 2 |