FCUV Focus Universal Inc

On December 9, 2022, Focus Universal Inc. (the “Company”) entered into an At the Market Sales Agreement (the “Sales Agreement”) with Sutter Securities, Inc., as agent (the “Agent”), relating to the offer and sales of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). In accordance with the terms of the Sales Agreement, the Company initially authorized the offer and sale of up to $25,000,000 of the Company’s Common Stock from time to time in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “ATM Offering”) pursuant to a prospectus supplement dated December 9, 2022 (the “Prospectus Supplement”) to its registration statement on Form S-3 (File No. 333-260180) (the “Registration Statement”), filed by the Company under Rule 424(b)(5). On February 28, 2023, the Company and the Agent agreed to reduce the aggregate gross sales price of the shares of the Company’s Common Stock that may be sold under the Sales Agreement from $25,000,000 to $1,000,000 (the “ATM Offering Size Reduction”). Except for the ATM Offering Size Reduction, the terms of the ATM Offering remain unchanged, and the Sales Agreement remains in full force and effect.

On March 1, 2023, the Company filed supplement no. 1 to the Prospectus Supplement with the Securities and Exchange Commission (the “Supplement to the Prospectus Supplement”) in connection with the ATM Offering Size Reduction. The offer and sale of the Company’s Common Stock under the Sales Agreement will be made pursuant to the Company’s Registration Statement filed with the SEC on October 8, 2021 and declared effective on November 16, 2021, as supplemented by the Prospectus Supplement and the Supplement to the Prospectus Supplement. As of the date of the Supplement to the Prospectus Supplement, no shares of the Company’s Common Stock have been sold pursuant to the ATM Offering.

The Shares will be sold pursuant to the Registration Statement, and offerings of the Company’s Common Stock will be made only by means of the Prospectus Supplement, the Supplement to the Prospectus Supplement and the prospectus dated November 16, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.