Focus Universal Inc.
04/28/2026 | Press release | Distributed by Public on 04/28/2026 13:30
Amendment to Initial Registration Statement (Form S-1/A)
As filed with the Securities and Exchange Commission on April 28, 2026
Registration No. 333-295285
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOCUS UNIVERSAL INC.
(Exact name of registrant as specified in its charter)
| Nevada | 3823 | 46-3355876 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
| 1515 W. Cameron Ave., Ste 210, West Covina, CA | 91790 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (626) 272-3883
Registered Agent Solutions, Inc.
187 E Warm Springs Road, Suite B
Las Vegas, NV 89119
Tel: (888) 705-7274
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gilbert J. Bradshaw, Esq.
Corporate Securities Legal LLP
650 Town Center Drive, Suite 680
Costa Mesa, CA 92626
Tel: (805) 807-2277
Fax: (917) 791-8877
Approximate date of commencement of proposed resale to the public:
From time to time after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer, "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer: ☐ | Accelerated filer: ☐ | Non-accelerated filer: ☒ | Smaller reporting company: ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Focus Universal Inc. is filing this Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1/A (File No. 333-295285) (the "Amendment No. 1") to incorporate by reference that certain current report on Form 8-K, filed with the SEC on April 27, 2026, and corrected signature page. Accordingly, this Amendment No. 1 contains the facing page, this explanatory note, Item 12 of Part I, and Item 16 of Part II of the Registration Statement, and the signature page. The remainder of the Registration Statement is unchanged and therefore been omitted.
| i |
PART I
Item 12.
INFORMATION INCORPORATED BY REFERENCE
The SEC's rules allow us to "incorporate by reference" into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to other documents that were filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus (except for any information superseded by information contained directly in this prospectus), and information we subsequently file with the SEC will automatically be deemed to update and supersede this information.
We incorporate by reference the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus and prior to the termination of the offering of the securities described in this prospectus (excluding, in each case, any portions of any such documents that are not deemed "filed" under the Exchange Act in accordance with the Exchange Act and applicable SEC rules). The following documents filed with the SEC are hereby incorporated by reference in this prospectus:
| · | Our current report on Form 8-K filed with the SEC on April 27, 2026. |
You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing us at 1515 W. Cameron Ave., Ste 210, West Covina, California 91790, or telephoning us at (626) 272-3883.
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PART II- INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits
| 2 |
_____________________
* Filed with the Registration Statement on Form S-1 as filed with the SEC on April 23, 2026.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections - Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1/A and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Covina, State of California, on April 28, 2026.
| FOCUS UNIVERSAL INC. | ||
| By: | /s/ Irving Kau | |
| Irving Kau | ||
| Chief Financial Officer and Principal Accounting Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Desheng Wang and Irving Kau, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Desheng Wang | Chief Executive Officer, Secretary, Director | April 28, 2026 | ||
| Desheng Wang | (Principal Executive Officer) | |||
| /s/ Irving Kau | Chief Financial Officer and Director | April 28, 2026 | ||
| Irving Kau | (Principal Accounting and Financial Officer) | |||
| /s/ Michael Pope | Director and Chairman | April 28, 2026 | ||
| Michael Pope | ||||
| /s/ Sean Warren | Director | April 28, 2026 | ||
| Sean Warren | ||||
| /s/ Carine Clark | Director | April 28, 2026 | ||
| Carine Clark |
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Focus Universal Inc. published this content on April 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 28, 2026 at 19:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]