聚焦环球有限公司美股招股说明书(2025-09-22版)

FOCUS UNIVERSAL INC. Up to $3,547,506Common Stock This prospectus relates to the offer and sale, from time to time, of shares of our common stock having an aggregate gross sales price ofup to $3,547,506, to or through Ladenburg Thalmann & Co. Inc., or Ladenburg, acting as our sales agent, in accordance with the termsof an At Market Issuance Sales Agreement, or the Sales Agreement, we have entered into with Ladenburg on September 22, 2025. Sales of our common stock, if any, under this prospectus will be made by any method that is deemed to be an “at the market offering”as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. If authorized by us in writing,Ladenburg may also sell shares of our common stock in negotiated transactions at market prices prevailing at the time of sale or atprices related to such prevailing market prices. If we and Ladenburg agree on any method of distribution other than sales of shares ofour common stock on or through the NYSE American or another existing trading market in the United States at market prices, we willfile a prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.Ladenburg is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonableefforts consistent with its normal trading and sales practices, on mutually agreed terms between Ladenburg and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. Ladenburg will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our commonstock on our behalf as sales agent pursuant to the sales agreement. In connection with the sale of the common stock on our behalf,Ladenburg will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Ladenburg willbe deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution toLadenburg against certain civil liabilities, including liabilities under the Securities Act. See “Plan of Distribution.” Our common stock is listed on the Nasdaq Capital Market under the symbol “FCUV.” On September 18, 2024, the last completedtrading day prior to the date of this prospectus supplement, the last reported sale price of our Common Stock on the Nasdaq CapitalMarket was $3.35 per share. As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates pursuant toGeneral Instruction I.B.6 of Form S-3 is $13,110,227, which was calculated based on 3,913,441 shares of our common stock held bynon-affiliates and a price of $3.35 on September 18, 2025, which is the highest closing sale price of our common stock on the NasdaqCapital Market within the prior 60 days. As of the date of this prospectus supplement, we have sold securities with an aggregatemarket value of approximately $822,500 pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, andincluding, the date of this prospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securitiesin public primary offerings on Form S-3 with a value exceeding one third of our public float (as defined by General Instruction I.B.6)in any 12-calendar month period as long as our public float remains below $75 million. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE “RISK FACTORS” ON PAGE S-9 OF THIS PROSPECTUSSUPPLEMENT AND ANY SIMILAR SECTION CONTAINED IN THE ACCOMPANYING PROSPECTUS AND ANYDOCUMENTS THAT ARE INCORPORATED BY REFERENCE HEREIN AND THEREIN CONCERNING FACTORSYOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OFTHIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. Ladenburg Thalmann & Co. Inc. The date of this prospectus supplement is September 22, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-8RISK FACTORSS-9USE OF PROCEEDSS-12DILUTIONS-13DESCRIPTION OF COMMON STOCKS-14PLAN OF DISTRIBUTIONS-16INFORMATION INCORPORATED BY REFERENCES-18WHERE YOU CAN FIND MORE INFORMATIONS-19LEGAL MATTERSS-19EXPERTSS-19 PROSPECTUS DATED DECEMBER 26, 2024 AND DECLARED EFFECTIVE ON JANUARY 8, 2025 ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY1SUMMARY OF RISK FACTORS5USE OF PROCEEDS7PLAN OF DISTRIBUTION8DESCRIPTION OF THE SECURITIES WE MAY OFFER11DESCRIPTION OF CAPITAL STOCK12DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS23DESCRIPTION OF UNITS25INTERESTS OF NAMED EXPERTS AND COU