FCUV Focus Universal Inc

 

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

 

Exhibit No.		Description
99.1		OneTouch SEC Financial Reporting Corporate Presentation
99.2		Press Release dated May 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

  

 

 

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

 

 

 

 

 

 

 

v3.24.1.1.u2

Cover	Apr. 26, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Apr. 26, 2024
Entity File Number	000-55247
Entity Registrant Name	FOCUS UNIVERSAL INC.
Entity Central Index Key	0001590418
Entity Tax Identification Number	46-3355876
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2311 East Locust Court
Entity Address, City or Town	Ontario
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91761
City Area Code	(626)
Local Phone Number	272-3883
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	FCUV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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