Focus Universal Inc美股招股说明书(2026-06-04版)

UP TO 3,351,954 SHARES OF COMMON STOCK This prospectus relates to the resale by the selling stockholder identified in this prospectus or their permitted transferees (the “SellingStockholder”) of up to an aggregate of 3,351,954 shares of Common Stock, par value $0.001 per share (the “Common Stock”) ofFocus Universal Inc., a Nevada Corporation (the “Company”, “Focus Universal”, “FCUV”, “our,” “us” or “we”), issued or to beissued to the Selling Stockholder pursuant to the terms and conditions of the Securities Purchase Agreement, executed between theCompany and Armistice Capital Master Fund Ltd. (“Armistice”) on April 6, 2026 (the “Purchase Agreement”). Under the terms of thePurchase Agreement, we agreed to sell to Armistice approximately $4,000,000 of shares of our Common Stock and warrants, all asdescribed in more detail in thePrivate PlacementandSelling Stockholderssections beginning on page 62 of this prospectus. The Common Stock being offered by the Selling Stockholder and the Common Stock issuable upon exercise of the warrants are beingregistered hereunder pursuant to the terms of a registration rights agreement executed between the Company and Armistice on April 6,2026 (the “Registration Rights Agreement”), where the Company committed to file a registration statement with the Securities andExchange Commission (the “SEC”) covering all the shares of Common Stock which may be issued and sold to Armistice under theterms of the Purchase Agreement, or upon exercise of the warrants sold to Armistice under the terms of the Purchase Agreement. Thisprospectus registers the maximum number of the shares of Common Stock sold to Armistice or issuable to Armistice upon exercise infull of the warrants sold under the Purchase Agreement. See the section of this prospectus titled “Private Placement” for a descriptionof the transaction, and the section titled “Selling Stockholders” for more information on the Selling Stockholder. We will not receiveany proceeds from the resale of our Common Stock though we will receive proceeds from sale of our Common Stock to Armistice andupon the exercise of the warrants under the Purchase Agreement. The registration of the shares of our Common Stock covered by this prospectus does not necessarily mean that any shares of ourCommon Stock will be sold by any of the Selling Stockholder, and we cannot predict when or in what amounts any of the SellingStockholder may sell any of the shares of Common Stock offered by this prospectus. The Selling Stockholder may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby fromtime to time directly or through one or more underwriters, broker-dealers or agents. Please see the section entitled “Plan ofDistribution” on page 64 of this prospectus for more information. For information on the Selling Stockholder, see the section entitled“Selling Stockholders” on page 59 of this prospectus. We will bear all fees and expenses incident to our obligation to register theshares of Common Stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear all commissions and discounts, if any, attributable to their sale of the shares of Common Stock. Our Common Stock is listed on the Nasdaq Capital Markets (the “Nasdaq”) under the symbol “FCUV”. The closing price of ourCommon Stock as of June 2, 2026 was $0.8050 per share. We are a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934 and are subject toreduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer thatis a smaller reporting company. An investment in our Common Stock is speculative and involves a high degree of risk. Investors should carefully consider therisk factors and other uncertainties described in this prospectus before purchasing our Common Stock. See “Risk Factors”beginning on page 7. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL,ACCURATE, OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is June 2, 2026. TABLE OF CONTENTS PROSPECTUS SUMMARY1THE OFFERING6RISK FACTORS7CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS24USE OF PROCEEDS24DETERMINATION OF OFFERING PRICE24MARKET PRICE FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS25DESCRIPTION OF THE BUSINESS26MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS42MANAGEMENT49EXECUTIVE COMPENSATION55SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS58CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE59DESCRIPTION OF CAPITAL STOCK60PRIVATE PLACEMENT OF SHARES OF COMMON STOCK AND WARRANTS62SELLING STOCKHOLDERS63PLAN OF DISTRIBUTION64DISCLOSURE OF SEC POSITION ON I