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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):
August 18, 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 Street 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 |
As of August 18, 2022, each person or entity known
by Focus Universal Inc. (the “Company”) to beneficially own more than five percent (5%) of any class of the Company’s
outstanding shares (the “5% or Greater Stockholders”) has entered into a lock-up agreement with the Company (the “Lock-Up
Agreement”) pursuant to which, among other things, the 5% or Greater Stockholders agree not to directly or indirectly, without the
prior written consent of the Company, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase
any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer any shares of the Company’s
common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by them) or securities
convertible into or exercisable or exchangeable for the Company’s common stock until August 30, 2023.
The foregoing description of the Lock-Up Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
|
ITEM 9.01 |
Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are furnished with this
Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FOCUS UNIVERSAL INC. |
| |
|
| Date: August 18, 2022 |
By: /s/ Desheng Wang |
| |
Name: Desheng Wang |
| |
Title: Chief Executive Officer |
Exhibit 10.1
LOCK-UP AGREEMENT
August 17, 2022
Ladies and Gentlemen:
The undersigned (the
“Stockholder”), a holder of five percent (5%) or more of any class of the outstanding securities of Focus Universal
Inc., a Nevada corporation (the “Company”) (or securities convertible into shares of the Company’s common stock),
understands that it is advisable and in the best interests of the Company and the Stockholder’s investment therein that the Stockholder
enter into this lock-up agreement (this “Agreement”). Accordingly, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Stockholder hereby agrees to lock up the Company’s outstanding securities
beneficially owned by the Stockholder until August 30, 2023, subject to certain limited exceptions. Until such date, the Stockholder will
not directly or indirectly, without the prior written consent of the Company: (1) offer, sell, agree to offer or sell, solicit offers
to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of
or transfer any shares of the Company’s common stock (including, without limitation, shares of common stock that may be deemed to
be beneficially owned by the Stockholder) or securities convertible into or exercisable or exchangeable for the Company’s common
stock; (2) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position”
(in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations thereunder) with respect to any common
stock of the Company or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole
or in part, any economic consequence of ownership of common stock of the Company, whether or not such transaction is to be settled by
the delivery of common stock, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so; (3)
file or participate in the filing with the Securities and Exchange Commission (“SEC”) of any registration statement
or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each case with
respect to any proposed offering or sale of the Company’s common stock; or (4) exercise any rights the Stockholder may have to require
registration with the SEC of any proposed offering or sale of the Company’s common stock.
Any attempted transfer
in violation of this Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or
constructive knowledge of the transfer restrictions set forth in this Agreement, and will not be recorded on the stock transfer books
of the Company. In order to ensure compliance with the restrictions referred to herein, the Stockholder agrees that the Company may issue
appropriate “stop transfer” certificates or instructions.
The Stockholder hereby
represents and warrants that he has full power and authority to enter into this Agreement. All authority conferred or agreed to be conferred
and any obligations of the Stockholder under this Agreement will be binding upon the successors, assigns, heirs and legal representatives
of the Stockholder.
The Stockholder understands
that the Company is relying upon this Agreement. Furthermore, the Stockholder understands that this Agreement is irrevocable and is binding
upon the Stockholder’s heirs, legal representatives, successors and assigns.
This Agreement and any
claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws
of the State of Nevada, without regard to the conflict of laws principles thereof.
This Agreement may be
executed by electronic (i.e., PDF) transmission, which shall be deemed an original.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
Print Name of
Stockholder: ____________________________________
Signature ____________________________________
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
Exhibit 99.1
Focus
Universal Inc. Provides Shareholder and Product Update
and
Celebrates One Year Anniversary
with
Ringing Nasdaq Closing Bell
ONTARIO,
CA and LOS ANGELES, CA / ACCESSWIRE / August 18, 2022 /
Focus Universal Inc. (NASDAQ: FCUV) ("Focus"
or the "Company"), a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G, provided
the following update today to the company’s shareholders.
Voluntary Lock-Up Agreement of 5% Shareholders
The shareholders that individually hold greater
than five percent (5%) of Focus Universal shares have voluntarily entered into lock-up agreements with the Company with respect to approximately
59.3% of the issued and outstanding securities of the Company until August 30, 2023. The voluntary lock-up agreement stipulates that these
shareholders will not offer to sell, contract to sell or otherwise dispose of any securities, or enter any transaction to such effect,
directly or indirectly, in addition to other restrictions, on or before August 30, 2023.
Nasdaq Closing Bell on One-Year Anniversary
Focus Universal Inc.
also announces today that Desheng Wang, Chief Executive Officer, will ring the closing bell at Nasdaq MarketSite in New York’s Time
Square on Tuesday, August 30, 2022, at 4:00 p.m. EDT. The Company commenced trading on the Nasdaq Stock Market under
the ticker symbol “FCUV” on August 30, 2021, so this would mark the one-year anniversary for the company.
A live stream of the Nasdaq Closing Bell will
be available at: https://livestream.com/accounts/27896496/events/10557098
Focus Universal Product Update
Currently, Focus Universal
Inc is phasing out the traditional, lower margin products and is preparing to launch a new line of products that have been in development
for several years. These higher technology products will be released in phases and increasing amounts of technology will be layered upon
these products. Additionally, the company plans to continue to increase Focus’ efforts in intellectual property and have continued
to develop those efforts for the long term.
“We’re honored to celebrate our one-year
anniversary being a publicly traded company on Nasdaq and continue to believe in the long-term vision and investment opportunity of Focus
Universal,” said Dr. Desheng Wang, CEO of Focus Universal. “Our voluntary lock-up agreement further demonstrates our confidence
in our team, strategy, and our vision of five disruptive IoT technology platforms to solve the major problems in hardware design and production,
software design and network communication facing both industries today. By entering into these lock-up agreements, we are fully aligned
with our loyal shareholders to create meaningful, long-term value."
“Additionally,
we are honored to be ringing the closing bell at Nasdaq and formally included in the prestigious Russell
2000 index, which further validates the Company’s strength and is indicative of further momentum following our successful Nasdaq
listing in August 2021 and our up-listing to the Nasdaq Global Markets this year. We believe being a part of these highly regarded and
widely used indexes will bring greater awareness to Focus as we work to achieve our growth potential,” concluded Dr. Wang.
About Focus Universal:
Focus Universal Inc. (NasdaqGM: FCUV) is a provider
of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The company has developed five disruptive patented
technologies to solve the major problems facing hardware design, hardware production, software design and network communication facing
both industries today. These technologies combined have the potential to reduce costs, product development timelines and energy usage,
while increasing range, speed, efficiency, and security for these industries.
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. 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 market conditions and the completion of the public offering on the anticipated
terms or at all, and other factors discussed in the "Risk Factors" section of the preliminary prospectus 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 as a result of new information, future events or otherwise.
For investor and media inquiries, please contact:
Skyline Corporate Communications Group, LLC
Lisa Gray
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Office: (646) 893-5835
lisa@skylineccg.com
For company inquiries, please contact:
Investor Relations
626-802-5416
ir@focusuniversal.com
SOURCE: Focus Universal Inc.