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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):
September 5, 2026
FOCUS
UNIVERSAL INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | |
001-40770 | |
46-3355876 |
(State or Other Jurisdiction
of Incorporation) | |
(Commission
File Number) | |
(I.R.S. Employer
Identification No.) |
|
901
Corporate Center Drive, Suite 404 Monterey Park, California | |
91754 |
| (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 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 7.01. Regulation FD Disclosure.
On September 5, 2026, Focus Universal Inc.,
a Nevada corporation (the “Company”) issued a press release announcing the issuance of 279,330 shares of its common stock,
$0.001 par value per share (“Common Stock”), upon the exercise of outstanding warrants. A copy of the press release is attached
as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1
attached hereto are furnished and shall not be deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing
under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On September 8, 2026, the Company issued
279,330 shares of Common Stock upon the exercise of outstanding warrants. Following such issuance the number of shares of Common
Stock outstanding is 982,012. The Company received approximately $3.7 million in cash proceeds in connection with the warrant exercise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits
are filed or furnished, as applicable, with this Current Report on Form 8-K:
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of the Company, dated September 5, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
|
| |
|
|
| |
By: |
/s/ Desheng Wang |
| |
Name: |
Desheng Wang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Focus Universal
Inc. Announces Exercise of Warrants for Approximately $3.7 Million in Gross Proceeds
MONTEREY PARK - September 5, 2026 (NEWMEDIAWIRE) -- Focus Universal
Inc. (Nasdaq: FCUV) ("Focus" or the "Company") is pleased to today announce the exercise of warrants to purchase an
aggregate of 279,330 of common shares having an exercise price of $13.32 per share, issued by Focus Universal in April 2026. In consideration
for the exercise of the warrants for $3,720,675.60 in cash, Focus Universal will issue 279,330 new common shares. After the exercise,
the total outstanding shares will be 982,012. The Company intends to use the net proceeds to fund continuing development efforts for its
forthcoming product lines and for other working capital and general corporate purposes.
The warrants described above were offered as part of a private placement
on April 6, 2026. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this
offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Focus Universal:
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 Universal is a publicly listed company committed to innovation
and long-term value creation through strategic investments and business development. Through its global subsidiaries, the Company continues
to expand into high-growth markets while delivering sustainable business solutions to customers worldwide. Focus currently trades on the
Nasdaq Markets.
Forward-Looking Statements:
Statements in this press release about future expectations, plans and
prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements"
within the meaning of The Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "plan," "potential,"
"predict," "project," "should," "target," "will," "would" and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward
looking statements include statements regarding the platform being designed to serve consumers and business partners across multiple international
markets while supporting the growing demand for seamless global commerce; the Company strengthening its global competitiveness, diversifying
its revenue streams, and creating lasting value for customers, business partners, and shareholders by expanding its presence in the international
e-commerce sector; the new venture further enhancing the Company's international footprint and supporting its long-term strategic objectives;
the business beginning to generate both revenue and income in the near term and the Company creating long-term value through innovation,
global collaboration, operational excellence, and exceptional customer service Actual results may differ materially from those indicated
by such forward-looking statements as a result of various important factors, including: the uncertainties related to the Company's ability
to derive the benefits from the partnership including its ability to generate near term revenue, diversify revenue streams, strengthen
its global competitiveness; expand its international presence and create value for shareholders; market conditions, and other factors
discussed in the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K and its subsequent quarterly
reports on Form10-Q filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof
and Focus Universal specifically disclaims any obligation to update any forward-looking statement, whether because of new information,
future events or otherwise.
For investor and media inquiries, please contact:
Investor Relations
626-272-3883
ir@focusuniversal.com
