FOCUS UNIVERSAL INC. (Form: 8-K, Received: 11/18/2022 13:40:25)

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): November 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2022, the Board of Directors (the “Board”) of Focus Universal Inc. (the “Company”) appointed Irving Kau as the Chief Financial Officer of the Company. The outgoing Chief Financial Officer, Duncan Lee, will remain with the Company and serve as Vice President of Accounting. Mr. Lee’s decision to step down was not related to any disagreement with the Company on any matter relating to its operations, policies, or practices.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 18, 2022
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.

Date: November 18, 2022

	FOCUS UNIVERSAL, INC.


	By:	/s/ Desheng Wang
	Name:	Desheng Wang
	Title:	Chief Executive Officer

Exhibit 99.1

Focus Universal Announces Growth Changes

in Executive Titles

ONTARIO, CA and LOS ANGELES, CA / ACCESSWIRE / November 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, today announced that it has appointed Mr. Irving Kau as the Company’s Chief Financial Officer, effective November 18, 2022. Mr. Kau previously served as the Company’s Vice President of Finance and Head of Investor Relations. The appointment of Mr. Kau to this role succeeds Mr. Duncan Lee, who will now serve as Focus Universal’s Vice President of Accounting.

“We are very pleased to promote Irving Kau to the position of Chief Financial Officer at Focus Universal,” said Dr. Edward Lee, Chairman and Co-Founder of Focus Universal. “He’s a senior and qualified executive in many sectors and fields, including long term experience as a CFO of a Nasdaq-listed firm with a blue-chip investor base, and has a wealth of experience and contacts in technology. Irving’s dedication to Focus Universal during the past year has been impressive and his talents have been very beneficial to the financial health of the Company. He also brings with himself a wealth of experience in finance, accounting, capital markets, M&A, and public company management experience, assets which we expect to continue supporting enhanced value creation for our shareholders. We are pleased that Mr. Duncan Lee will remain with the Company, we thank him for his years of support, and wish him well as he creates a bit more time to care for his father in Asia”.

“I am honored to accept the position of Chief Financial Officer at Focus Universal at this exciting time in the Company’s growth and product development,” commented Mr. Kau. “During the past year, I have gotten to know the entire management team and Board, as well as several of our long-term shareholders, and I am so impressed with their dedication to the task at hand, scientific knowledge, experience, and drive. I look forward to working with the entire Company leadership team to execute on our growth strategies, look after the financial health of the Company, and bring disruptive, innovative, and valuable products to market,” said Mr. Kau.

About Focus Universal:

Focus Universal Inc. (NASDAQ: 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 technology platforms with 26 patents and patents pending in various phases and 8 trademarks pending in various phases to solve the major problems facing hardware and software design and production within the industry today. 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 Global Markets and is in the Russell 2000 Index.

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

626-272-3883

ir@focusuniversal.com

SOURCE: Focus Universal Inc.