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Amendment No. 1
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2024-04-26
2024-04-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April 26, 2024
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 Court 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 ☐.
EXPLANATORY NOTE
On April 26, 2024, Focus Universal, Inc., a Nevada
corporation (the “Company”) issued a press release announcing a planned spinoff of its wholly owned subsidiary Lusher
Inc. (“Lusher”) along with a presentation about Lusher’s core business, which were included as Exhibit 99.2 and
Exhibit 99.1 respectively, to a Current Report on Form 8-K (the “Original Report”) furnished with the U.S. Securities
and Exchange Commission (the “SEC”) on such date. This Current Report on Form 8-K/A (this “Report”)
is being filed to update the information on Exhibits 99.1 and 99.2 of the Original Report.
| Item 7.01 |
Regulation FD Disclosure |
Attached
as Exhibit 99.1 and incorporated by reference are presentation slides (the “Corporate
Conference Presentation”) that executives of the Company presented in trade shows
and intend to distribute to various potential future clients and partners.
The presentation contains forward-looking statements
within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and
are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as
of May 10, 2024. The Registrant does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of
these statements in the future. Actual future performance and results could differ from that contained in or suggested by the forward-looking
statements.
The
information contained in this Item 7.01, including the related information set forth in the
Corporate Conference Presentation provided as an exhibit hereto and incorporated by reference
herein, is being “furnished” and shall not be deemed “filed” for
the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise. The information in this Item 7.01 shall not be incorporated
by reference into any registration statement or other document to the Securities Act of 1933,
as amended, or into any filing or other document to the Exchange Act, except as otherwise
expressly stated in any such filing.
In addition, the updated press release issued
on May 10, 2024, announcing board approval of a spin-off of Lusher Inc., the Company’s subsidiary. A copy of that updated press
release is attached hereto as Exhibit 99.2.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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: May 10, 2024
| |
FOCUS UNIVERSAL, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Desheng Wang |
| |
Name: |
Desheng Wang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
O NE T OUCH SEC FINANCIAL REPORTING FOCUS UNIVERSAL INC. NASDAQ : FCUV DESHENG WANG TEL: 626 - 272 - 3883 EMAIL: DESHENG@FOCUSUNIVERSAL.COM
PROBLEM • Every public company is required to file 10 - K Annual Reports and 10 - Q Quarterly Reports with the SEC. • Reporting deadlines are inflexible, late filings and mistakes in financial reporting can result in regulatory review, enforce men t actions, and penalties. • Preparation of these reports is costly and time - consuming. • The repetitive manual entry of hundreds thousands of financial numbers in these reports redirects company resources from the core business. • Company CFO’s and CPA’s must prioritize a regulatory burden rather than increasing profitability. • Although the reporting is necessary for functional securities markets, the cost of compliance does reduce investor returns, especially for smaller capitalization companies.
THE PRODUCT • Eliminates 99 % of the repetitive data entry . • Automation of data entry tasks significantly reduces cost and time spent on compliance and compliance professionals . • The users upload their current financial statements, then our software automatically populates the financial data into the draft report . • Any updates to the financial statements will also update the draft report . • Consistency checking alerts users about any errors in the data . • Minimal learning curve .
HOW IT FUNCTIONS • 3 rd party addon to Microsoft Office 365 . • Users start by opening previous financial reports filed with the SEC in the software . • T hen open a file with their current financial data . • The software then generates a new draft of the financial data for the current report . • T he software has embedded error checking capabilities to ensure the current financial data is accurate and consistent .
MARKET SIZE • Financial Reporting Software Market size in USA was valued at USD 13 , 937 . 21 Million in 2022 and is projected to reach USD 36 , 556 . 79 Million by 2030 , growing at a CAGR of 12 . 81 % from 2024 to 2030 . • Increasing complexity and volume of financial data, limited existing solutions, the rising cost of compliance, and the expanding demand for such software are the main reasons propelling the growth of the financial reporting software sector . • F inancial reporting software has become an urgent necessity to lower accounting costs and boost efficiency . • Potential to expand into international financial markets . • The technology can also be leveraged across various sectors such as logistics, healthcare providers, insurance companies and others, where labor - intensive data entry tasks are prevalent .
REVENUE MODEL • Licensed to customers as a Software as a Service ( Saas ). • One time installation fee: $1500. • Monthly subscription fee: $300 per user.
COMPETITION • Insightsoftware : Revenue : $ 385 million, concentrates on SEC reporting process design and offers a full - service solution for XBRL ( eXtensible Business Reporting Language) submissions . • Workvia : market Capital $ 4 . 63 billion, revenue : $ 630 million, specializes in streamlining processes, connecting data and teams, and ensuring consistency in a secure, audit - ready, cloud platform . • Toppan Merrill : Revenue : $ 1 . 02 billion offers Bridge, a single, secure, integrated SaaS platform that connects a company’s team, data, and documents . Their focus is on providing a unified platform for handling various aspects of financial reporting, making it easier for teams to collaborate and maintain compliance . • All of these competitors require greater manual data entry than our product .
A BETTER SOLUTION • A more automated solution than current market’s significant manual data entry requirements . • Reduced preparation time . • Continuously updated draft of quarterly and annual reports as financial data changes . • Consistency checking helps users quickly pinpoint errors in the report . • Reduces fees paid to outside legal counsel and accountants by reducing billable hours spent on quarterly and annual reports .
MARKETING PLAN • Business to business marketing . • Conduct demos for public company CFOs at investment conferences . • Market the product to SEC compliance professionals as a solution to manage their client workloads . • Direct Sales . • Social media marketing .
TEAM Dr . Desheng Wang , Focus Universal CEO, Ph . D . in Chemistry at Emory University in 1994 . a senior research fellow at California Institute of Technology from 1994 - 2011 . Dr. Edward Lee , Focus Universal Chairman of the Board of Directors, Ph.D. in Mathematics at University of Florida in 1991. CEO of AIDP, a leading supplier of dietary supplement ingredients. Irving Kau , Focus Universal CFO, a former Managing Partner of both Elementz Ventures and KW Capital Partners . CFO of an AgBiotech company Origin Agritech Limited (Nasdaq : SEED) . A graduate degree from Rice University and pursued a PhD degree in Business Strategy (economics) at USC . Carine Clark , an independent director of Focus Universal . Lumio Chief Innovation office, Chair of the Governor’s Office of Economic Opportunity for Utah, executive chairman of Domo (Nasdaq : DOMO) . Michael Pope , a director of Focus Universal, former CEO and Chairman at Boxlight Corporation (Nasdaq: BOXL) Sean Warren , an independent director of Focus Universal, He brings a wealth of expertise with strengths in software development, cloud management, enterprise infrastructure development and full spectrum of IT compliance, former director of cloud operations at Domo, the VP of Global Platform Services at Cotiviti .
CONCLUSION • The software has been utilized to prepare Focus Universal’s current 10 - K report this year . • Reduced Focus Universal’s compliance costs . • Ready to d emo to potential customers .
Exhibit 99.2
Focus Universal Inc. Announces Board Approval for Spin-Off of Lusher
Inc.
ONTARIO, CALIFORNIA and LOS ANGELES, CALIFORNIA
/ ACCESSWIRE / May 10, 2024 / 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 the Board of Directors
has approved the spin-off Lusher Inc (“Lusher”). The spinoff can potentially increase shareholder value by allowing
management of Lusher Inc. to better prioritize the development of its SEC Financial Reporting Automation Software while also allowing
the management of Focus Universal Inc. to better prioritize its core business.
Chief Executive Officer Desheng Wang stated, “We
are excited that our management team received authorization from our Board of Directors to start the spin-off process for Lusher Inc.
Lusher Inc. which will focus on Automation Software development and commercialization, which enables Focus Universal to concentrate more
on the core of universal smart IoT. This will also allow the general market to access Lusher Inc. separately from Focus Universal, which
may lead to an increase in shareholder value and unlock the intrinsic value of Lusher Inc. We believe reducing the SEC financial reporting
preparation time from weeks to minutes is a compelling example to demonstrate this potential.”
Focus Universal plans to distribute Lusher’s
stock to all of Focus Universal’s shareholders in the form of a dividend distribution. The shares of Lusher will be registered with
the Securities and Exchange Commission via a Form 10-12b Registration Statement.
We believe that Lusher’s Automation Software
is the first application of this type of automated software technology within the financial reporting sector. The Company believes there
is market opportunity for the software because humans are slower than in data entry while also more prone to error. Aside from SEC financial
data reporting, there is also significant potential for the use of underlying technology worldwide across multiple sectors for an SEC
reporting company such as accounting, logistics, insurance processing, and possibly tax preparation solutions which would eliminate the
need for labor-intensive, manual data-entry.
Management estimates that the SEC financial Reporting
Software Market size was valued at US $14 Billion in 2022 and is projected to reach US $36.5 Billion by 2030, growing at a CAGR of 12.81%
from 2024 to 2030. The complexity and volume of financial data, the limiting capabilities of current spreadsheet solutions, the rising
cost of compliance, and the expanding demand for such software are the main reasons propelling the growth of the financial reporting software
sector. Superior financial reporting software has become an urgent necessity in order to lower accounting costs and boost efficiency.
About Focus Universal:
Focus Universal Inc. is a provider of patented hardware
and software design technologies for Internet of Things (IoT) and 5G. The Company has developed five patented technology platforms with
28 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. These technologies have the potential to reduce costs, product development timelines and energy usage
while increasing range, speed, efficiency, and security. Focus Universal Inc. currently trades on the Nasdaq Global Markets.
About Lusher Inc.:
Distinguished from current manual approach to drafting
quarterly and annual reports, the Company’s subsidiary, Lusher Inc., developed automated solutions that aim to minimize the time
spent by SEC reporting companies and their financial professionals on data entry tasks while also reducing instances of human error. With
the software, users may upload financial statements, and the software would update the financial reports and prepare a file ready to send
to a filing agent or directly with the SEC’s Electronic Data Gathering, Analysis, and Retrieval system more commonly known by the
acronym “EDGAR.”
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 because 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
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Focus Universal (NASDAQ:FCUV)
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Focus Universal (NASDAQ:FCUV)
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