Table of Contents
As filed with the Securities and Exchange Commission
on October 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
FOCUS UNIVERSAL
INC.
(Exact name of registrant as specified in its charter)
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Nevada
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46-3355876
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2311 East Locust Court
Ontario, CA 91761
(626) 272-3883
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Nevada Business Center, LLC
701 S. Carson St. Suite 200
Carson City, NV 89701
(775) 887-8853
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Gilbert J. Bradshaw, Esq.
William L. Horn, Esq.
Wilson Bradshaw LLP
18818 Teller Avenue, Suite 115
Irvine, CA 92612
Tel: (917) 830-6517
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ¨
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, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: þ
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register addi- tional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
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Large accelerated filer: ¨
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Accelerated filer: ¨
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Non-accelerated filer: þ
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Smaller reporting company: þ
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Emerging growth company: þ
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount to be Registered / Proposed Maximum Offering Price Per Unit / Proposed Maximum Aggregate Offering Price (1)(2)
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Amount of
Registration
Fee (3)
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Common stock, par value $0.001 per share
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Debt securities
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Warrants (4)
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Units (5)
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Total:
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$100,000,000
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$9,270.00
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________________________
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(1)
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The securities being registered hereunder include such indeterminate (a) number of shares of common stock, (b) debt securities, (c) warrants to purchase common stock or debt securities of the registrant and (d) units, consisting of some or all of these securities, as may be sold from time to time by the registrant. Any securities being registered hereunder may be sold separately or as units with other securities being registered hereunder. There are also being registered hereunder an indeterminate number of shares of common stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the registrant pursuant to this registration statement exceed $100,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder also include such indeterminate number of shares of common stock of the registrant as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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The proposed maximum offering price per unit and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price.
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(4)
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Warrants will represent rights to purchase securities registered hereby. Because the warrants will provide a right only to purchase the securities offered hereunder, no additional registration fee is required for the warrants.
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(5)
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Any registered securities may be sold separately or as units with other registered securities. Units may consist of two or more securities in any combination, which may or may not be separable from one another. Each unit will be issued under a unit agreement. Because units will consist of securities registered hereunder, no additional registration fee is required for the units.
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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, as amended, 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.
The information in this prospectus
is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER
8, 2021
PROSPECTUS
FOCUS UNIVERSAL INC.
$100,000,000
Common Stock
Debt Securities
Warrants
Units
Focus Universal Inc., a Nevada corporation (“Focus
Universal,” “the Company,” “we,” “us” and “our”), may offer and sell up to $100,000,000
in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides a general description
of the securities that may be offered. We will provide specific information and the amounts, prices and terms of the securities being
offered in prospectus supplements to this prospectus. The supplements may also add, update or change information in this prospectus with
respect to an offering. Please read this prospectus and any applicable prospectus supplements, together with any documents incorporated
by reference, carefully before investing. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
We may offer these securities directly to investors,
through one or more agents, underwriters or dealers to be designated by us at a future date, on a continuous or delayed basis. For additional
information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. Each
prospectus supplement will provide the terms of the plan of distribution relating to each series of securities, including the names of
any underwriters, dealers or agents involved and any applicable purchase price, fee, commission or discount arrangement between or among
them.
INVESTING IN OUR SECURITIES INVOLVES RISKS.
SEE “RISK FACTORS” ON PAGE [5] OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT
CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our common stock is listed on the NASDAQ Capital
Market under the symbol “FCUV.” On October 7, 2021, the last reported sale price of our common stock on the NASDAQ Capital
Market was $7.88 per share.
We are an “emerging growth company”
as defined by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we have elected to comply with certain
reduced public company reporting requirements. This prospectus complies with the requirements that
apply to an issuer that is an emerging growth company.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL, ACCURATE,
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This
prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement.
The date of this prospectus is , 2021
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process.
Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more offerings, any combination
of the securities described in this prospectus, up to a total aggregate offering price of $100,000,000. This prospectus provides you with
a general description of the securities we may offer. Each time that we offer securities under this shelf registration, we will provide
a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific
terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect
to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you
should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and any applicable
prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described
under “Where You Can Find More Information” and “Information Incorporated by Reference.”
We have not authorized any dealer, salesperson
or other person to give any information or to make any representation other than those contained or incorporated by reference in this
prospectus and the accompanying prospectus supplement. If anyone provides you with different or inconsistent information, you must not
rely on it. This prospectus and the accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus
supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. You should assume that the information appearing in this prospectus
and the applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any information
incorporated by reference is accurate only as of the date of the document incorporated by reference, even though this prospectus and any
accompanying prospectus supplement is delivered or securities are sold on a later date. Our business, financial condition, results of
operations and prospects may have changed since those dates.
Unless the context otherwise requires, the terms
“Focus Universal,” the “Company,” “we,” “us” and “our” in this prospectus
refer to Focus Universal Inc. When we refer to “you,” we mean the holders of the applicable series of securities.
PROSPECTUS SUMMARY
This summary highlights some information about
us and selected information contained elsewhere in this prospectus or in the documents incorporated by references. Because this is only
a summary, it does not contain all of the information that may be important to you. You should read this prospectus, any prospectus supplement
and the documents incorporated by reference carefully, including the risk factors of investing in our securities, before making your investment
decision.
Our Company
Overview
We are a provider of patented hardware and software
design technologies for Internet of Things (“IoT”) and 5G. We have developed four disruptive patented technologies to solve
the major problems facing hardware design, hardware production, software design and network communication facing both industries today.
These technologies combined have the potential to reduce costs, product development timelines and energy usage, while increasing range,
speed, efficiency and security for these industries. Specifically, we have developed four fundamental
disruptive proprietary technologies which we believe solve the most fundamental problems plaguing the IoT industry by: (1) increasing
overall chip integration by shifting it to the device level; (2) creating a faster 5G cellular technology by using ultra-narrowband technology;
(3) leveraging ultra-narrowband power line communication (“PLC”) technology; and (4) developing user interface machine auto
generation technology.
Our universal
smart technology is designed to overcome instrumentation interoperability and interchangeability. The electronic design starts from a
90% completed common foundation, which we call our universal smart instrumentation platform (“USIP”), instead of the current
method of building each stand-alone instrument from scratch. Our method eliminates redundant hardware and software and results in significant
cost savings and production efficiency. We have developed software machine auto generation technology to replace the manual software designs
which are currently in use and cannot satisfy the exponential growth of future IoT industry demand. Our ultra-narrowband PLC enables our
users to send data over existing electricity power cables and immediately establish a ubiquitous data network without substantial new
investment for a dedicated wiring infrastructure. Our ultra-narrowband technology is capable of overcoming the noise problems communicating
through power lines that have hindered our competitors for over a century. Our wireless communication technology allows for longer-range
coverage, is more energy effective and has much faster data sending speeds than the current 5G technology speeds being used. We also provide
sensor devices and are a wholesaler of various air filters and digital, analog, and quantum light meter systems.
We are also a wholesaler of various digital, analog,
and quantum light meters and filtration products, including fan speed adjusters, carbon filters and high-efficiency particulate arrestance
filtration systems. We source these products from manufacturers in China and then sell them to a major U.S. distributor, Hydrofarm, who
resells our products directly to consumers through retail distribution channels and in some cases, places its own branding on our products.
We are heavily engaged in the research and development
on PLC technology and have filed three patents with the U.S. Patent and Trademark Office related to our Ubiquitor device and the design
of a quantum photosynthetically active radiation photo sensor. Eventually, we hope that PLC technology can further enhance smart IoT installations
powered by the Ubiquitor.
Our focus going forward will be in the development,
sale and installation of: products using our proprietary IoT and PLC technologies; universal smart monitors and controllers for the gardening
industry; and distributed shared universal smart home products, including products offering control of lighting and air conditioning,
swimming pools, garage doors, sprinklers, motorized curtains, smoke detectors, carbon monoxide detectors, motion sensors, leak detectors,
doorbells, and surveillance cameras.
We entered the residential and commercial automation
installation service industry through the acquisition of AVX Design and Integration, Inc. (“AVX”) in March of 2019. AVX was
established in the year 2000 with the goal of providing high-performance, easy-to-use audio/video, home theater, lighting control, automation
and integration services for high-net-worth residential projects in southern California. We believe we can integrate our devices and PLC
technology into the IoT installation business in both residential and commercial spaces and substantially reduce the costs of IoT installation
as well as enhance IoT integration capabilities. We believe the Ubiquitor will be integral in our distributed shared universal smart home
products, and we plan to have AVX install these products starting in the greater Los Angeles area.
Introduction to IoT
IoT refers
to the overarching network created by billions of internet-compatible devices and machines that share data and information around the
world. According to a Gartner report, by the end of 2020, there were an estimated 20 billion IoT connected devices in use around the world.
As the sophistication of both hardware and software in the consumer electronics industry skyrockets, an increasing share of the electronic
devices produced around the world are manufactured with internet connectivity. Forecasts in the Gartner report suggest that by 2030, around
50 billion of these IoT devices will be in use around the world, creating a massive web of interconnected devices spanning everything
from smartphones to kitchen appliances.
Billions of IoT devices are in use across the
country, each with different terminologies, technical specifications, and functional capabilities. These differences make it difficult
to create one standard interoperability format for acquiring, harmonizing, storing, accessing, analyzing
and sharing data in near real-time. In fact, not even those instruments built on the same platform are necessarily interoperable
because they are often highly customized to an organization’s unique workflow and preferences.
Wireless
networks are far from perfect for IoT. They are typically slower, expensive and extremely susceptible to interference from radio signals
and radiation. They can be accessed by any device within range of the network's signal so information transmitted through the network
(including encrypted information) may be intercepted by unauthorized users. Walls and floors can seriously limit the range of the wireless
network. Our proprietary ultra-narrowband PLC technology offers a promising alternative to wireless networks. Integrating our universal
smart instrumentation platform with our ultra-narrowband PLC technology results in significant simplification and cost savings in the
implementation of IoT. Using these technologies, we have designed IoT products for both residential and industrial usage and are now in
the process of testing.
Growth Strategy
Our goals over the next three years include:
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Raise capital to move into full manufacturing and production for our Ubiquitor device;
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Partner with manufacturers and promote the adoption of our Ubiquitor device in a USIP;
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Acquire a stable market share of the sensor device market;
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Continue performing research and development on PLC technology;
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Focus on building our smart home offerings so that we can reduce the cost of smart home implementation
to focus on expanding smart home installation and implementation beyond luxury homes;
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File additional patents to expand our intellectual property portfolio related to the many uses of our
Ubiquitor device; and
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File patents to protect our PLC technology.
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In order to achieve these goals, we intend to
focus on the following initiatives:
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Position the Ubiquitor device as the industry standard in universal sensor reading technology;
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Establish strategic supply chain channels to facilitate efficient production operations; and
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Communicate the product and service differentiation through direct networking and effective marketing.
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Recent
Developments
On August
31, 2021, the Company commenced trading on the NASDAQ Capital Market under the symbol “FCUV.”
On September
2, 2021, the Company announced the closing of an underwritten public offering of 2,300,000 newly issued shares of common stock at a price
to the public of $5.00 per share. The closing included the full exercise of the underwriters’ over-allotment option to purchase
300,000 shares of common stock at the public offering price, for gross proceeds to the Company of $11.5 million, prior to deducting underwriting
discounts and commissions and offering expenses payable by us.
Impact
of the Covid-19 Pandemic
Starting in late 2019, a novel strain of the
coronavirus, or COVID-19, began to rapidly spread around the world and
every state in the United States. Most states and cities have at various times instituted quarantines, restrictions on travel, “stay
at home” rules, social distancing measures and restrictions on the types of businesses that could continue to operate, as well as
guidance in response to the pandemic and the need to contain it.
During 2020, our subsidiary AVX was negatively
impacted by the COVID-19 pandemic. AVX encountered delays in certain projects due to the pandemic’s restriction and access control
at job sites as well as halts in projects due to confirmed cases at the clients’ sites. We also had employees contract the virus.
We were also negatively impacted due to delays in research and development work due to confirmed COVID-19 cases in the office. In 2021,
we had delays in receiving the inventory necessary for our subsidiary Perfecular, Inc. to fulfill sales orders due to a shortage of shipment
containers caused by the pandemic, which resulted in delays in completing our sales cycles.
Furthermore, the spread of COVID-19 has adversely
impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic
has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce our ability to access
capital in the future, which could negatively affect our liquidity.
The extent
to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted
as of the date of this prospectus, including the effectiveness of vaccines and other treatments for COVID-19, and other new information
that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact,
among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments
in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition,
results of operations and cash flows.
Summary Risk Factors
Our business and our ability to implement our
growth strategies are subject to significant risks and uncertainties of which investors should be aware before making a decision to invest
in our securities. If any of these risks actually occur, our business, financial condition and/or results of operations would likely be
materially adversely affected. In each case, the trading price of our securities would likely decline, and you may lose all or part of
your investment. The following is a summary of some of the more significant risks we face. A more detailed description of our risk factors
are set forth in the section of this prospectus entitled “Risk Factors” and under similar headings in the applicable prospectus
supplement and the documents incorporated by reference herein and therein.
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The recent COVID-19 pandemic may adversely affect our business, results of operations, financial condition,
liquidity and cash flow.
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We have a limited operating history and have a history of operating losses.
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We require significant funding to develop, manufacture and market our Ubiquitor wireless sensor.
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The size and future growth in the market for our Ubiquitor device or our PLC technology under development
has not been established with precision and may be smaller than we estimate, possibly materially. If our estimates and projections overestimate
the size of this market, our sales growth may be adversely affected.
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The Ubiquitor device could fail to gain traction in the marketplace for a number of reasons that would
adversely impact our financial results and cause our investors to lose money.
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If we are unable to properly forecast future demand of our products, our production levels may not meet
demands, which could negatively impact our operating results.
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Demand for our products is uncertain and depends on our currently unproven ability to create and maintain
superior performance.
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Our failure to respond to rapid change in the technology markets could cause us to lose revenue and harm
our competitive position.
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We outsource our product manufacturing and are susceptible to problems in connection with procurement,
decreasing quality, reliability and protectability.
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We outsource the manufacturing of key elements of our quantum light meters and air filters to a single
manufacturing partner, with whom we do not have a formal contractual relationship.
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Internal system or service failures, including as a result of cyber or other security incidents, could
disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation, our business,
financial condition, results of operations and cash flows. Our connected products potentially expose our business to cybersecurity threats.
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Changes in tariffs, import or export restrictions, Chinese regulations or other trade barriers may reduce
gross margins.
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We depend on key personnel.
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Our sensor segment is subject to risks associated with operations that have a concentration of customers.
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Using wireless transmission technologies such as Wi-Fi and Bluetooth may create security risks.
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We currently have identified significant deficiencies in our internal control over financial reporting
that, if not corrected, could result in material misstatements of our financial statements.
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If we are unable to manage our anticipated post-acquisition growth effectively, our business could be
adversely affected.
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The success of our smart home installation business will depend upon the efforts of management of our
subsidiary AVX.
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Our shares of common stock are only recently listed on NASDAQ, and we may not be able to maintain the
continued listing standards.
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An active trading market for our common stock may not be maintained.
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The market price, trading volume and marketability of our securities may, from time to time, be significantly
affected by numerous factors beyond our control, which may materially adversely affect the market price of your securities, the marketability
of your securities and our ability to raise capital through future equity financings.
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Corporate Information
We are based in Ontario, California, and were
incorporated in Nevada in 2012.
Our principal executive offices are located at
2311 East Locust Court, Ontario, CA 91761. Our telephone number is (626) 272-3883, and our website is www.focusuniversal.com. Our website
and the information contained therein, or connected thereto, are not intended to be incorporated into this prospectus.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company”
under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For
so long as we are an emerging growth company, we will not be required to:
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have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding
mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial
statements (i.e., an auditor discussion and analysis);
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submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”
and “say-on-frequency;” and
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disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
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In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits
of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply
with such new or revised accounting standards.
We will remain an emerging growth company until
the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day
of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (iii) the date that we become a “large
accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business
day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible
debt during the preceding three-year period.
THE SECURITIES WE MAY OFFER
Under this prospectus, we may offer and sell,
either individually or in combination, in one or more offerings, any combination of shares of our common stock, debt securities, warrants
or units, up to a total aggregate offering price of $100,000,000 at prices and on terms to be determined by market conditions at the time
of offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series
of securities, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the
securities. A prospectus supplement that we may authorize to be provided to you also may add, update or change information contained
in this prospectus or in documents we have incorporated by reference.
This prospectus may not be used to offer or
sell securities unless it is accompanied by a prospectus supplement.
We may offer these securities directly to investors,
through one or more agents, underwriters or dealers to be designated by us at a future date, on a continuous or delayed basis. If any
underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee,
commission or discount arrangement between or among them will be set forth in the applicable prospectus supplement.
RISK FACTORS
Investment in any securities offered pursuant
to this prospectus and the applicable prospectus supplement is highly speculative, involves a high degree of risk and should be made only
by investors who can afford a complete loss. Prior to making a decision about investing in our securities, you should carefully consider
the risk factors incorporated by referenc e to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on
Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated
by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information
contained in the applicable prospectus supplement before acquiring any of such securities. If any of these risks actually occurs, then
our business, financial condition or results of operations could be materially adversely affected, the trading of our common stock could
decline, and you may lose all or part of your investment.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives
for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, such forward-looking
statements contained in the section entitled “Risk Factors” and the risks set out below or in the documents incorporated herein
by reference, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements. These risks include, by way of example and not in limitation:
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the uncertainty of profitability based upon our history of losses;
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risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue; and
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other risks and uncertainties related to our business plan and business strategy.
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This list is not an exhaustive list of the factors
that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not
place undue reliance on our forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates
and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to
conform these statements to actual results.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy
and information statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov.
Our annual reports on Form 10-K, quarterly reports
on Form 10-Q, and current reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish
to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge through the Internet at our website
at http://www.focusuniversal.com. These filings will be available as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. Our website and the information contained therein, or connected thereto, are not intended
to be incorporated into this prospectus.
This prospectus is part of a registration statement
on Form S-3 that we have filed with the SEC under the Securities Act. This prospectus does not contain all of the information in the registration
statement. We have omitted certain parts of the registration statement, as permitted by the rules and regulations of the SEC. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities offered pursuant to this
prospectus. You may inspect and copy the registration statement, including the attached exhibits, at the SEC’s website or our website.
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:
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Our quarterly reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with
the SEC on May 10, 2021 and August 13, 2021, respectively;
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The description of our common stock contained in our registration statement on Form 8-A, filed with the
SEC on August 30, 2021, and any amendment or report filed with the SEC for the purpose of updating such description.
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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 2311 East Locust Court, Ontario, CA 91761or telephoning us at (626) 272-3883.
USE OF PROCEEDS
We intend to use the net proceeds from the sale
of the securities as set forth in the applicable prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 75,000,000
shares of common stock, par value $0.001 per share.
The following description summarizes important
terms of the classes of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions
of our articles of incorporation and our amended and restated bylaws, which have been filed as exhibits to previous filings with the SEC.
Common Stock
As of October 7, 2021, we had 43,259,741 shares
of common stock outstanding held by approximately 402 record holders. The number of record holders was determined from the records of
our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers,
dealers, and registered clearing agencies.
Dividends. Each share of our common stock
is entitled to receive an equal dividend, if one is declared. We cannot provide any assurance that we will declare or pay cash dividends
on our common stock in the future. Any future determination to declare cash dividends will be made at the discretion of our board of directors,
subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business
conditions and other factors that our board of directors may deem relevant. Our board of directors may determine it to be necessary to
retain future earnings (if any) to finance our growth.
Liquidation. If our Company is liquidated,
then assets that remain (if any) after the creditors are paid and the owners of preferred stock receive liquidation preferences (as applicable)
will be distributed to the owners of our common stock pro rata.
Voting Rights. Each share of our common
stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting,
and the minority would not be able to elect any director at that meeting.
Preemptive Rights. Owners of our common
stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering such shares to current
stockholders.
Redemption Rights. We do not have the right
to buy back shares of our common stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.
Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to
provide assets for any buy back.
Conversion Rights. Shares of our common
stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy
reorganizations.
Non-assessability. All outstanding shares
of our common stock are fully paid and non-assessable.
Options and Warrants
As of the date of this prospectus, we have issued
options to purchase an aggregate of 315,000 shares of common stock at
a weighted average exercise price of $4.80 per share under the 2018 Equity
Incentive Plan.
In connection
with the underwritten public offering that closed on September 2, 2021, the Company agreed to issue to the offering’s underwriter
a warrant to purchase 161,000 shares of common stock at an exercise price of $6.25. On September 7, 2021, the underwriter exercised its
full rights under the warrant pursuant to the warrant’s cashless exercise provision. However, because, this warrant and the underlying
shares of common stock are deemed to be compensation by the Financial Industry Regulatory Authority (“FINRA”), they are subject
to a lock-up pursuant to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the warrant nor any of our shares of
common stock issued upon exercise of the warrant may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any
hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by
any person, for a period of 180 days beginning August 30, 2021, subject to certain exceptions permitted by FINRA Rule 5110(e)(2).
Nevada Anti-Takeover Statutes
Nevada law provides that an acquiring person who
acquires a controlling interest in a corporation may only exercise the voting rights of control shares if those voting rights are conferred
by a majority vote of the corporation’s disinterested stockholders at a special meeting held upon the request of the acquiring person.
If the acquiring person is accorded full voting rights and acquires control shares with at least a majority of all the voting power, then
stockholders who did not vote in favor of authorizing voting rights for those control shares are entitled to payment for the fair value
of such stockholders’ shares. A “controlling interest” is an interest that is sufficient to enable the acquiring person
to exercise at least one-fifth of the voting power of the corporation in the election of directors. “Control shares” are outstanding
voting shares that an acquiring person or associated persons acquire or offer to acquire in an acquisition and those shares acquired during
the 90-day period before the person involved became an acquiring person.
These provisions of Nevada law apply only to “issuing
corporations” as defined therein. An “issuing corporation” is a Nevada corporation that (a) has 200 or more stockholders,
with at least 100 of such stockholders being both stockholders of record and residents of Nevada, and (b) does business in Nevada directly
or through an affiliated corporation. As of the date of this prospectus, we do not have 100 stockholders of record that are residents
of Nevada. Therefore, these provisions of Nevada law do not apply to acquisitions of our shares and will not so apply until such time
as both of the foregoing conditions are satisfied. At such time as these provisions of Nevada law may apply to us, they may discourage
companies or persons interested in acquiring a significant interest in or control of our Company, regardless of whether such acquisition
may be in the interest of our stockholders.
Nevada law also restricts the ability of a corporation
to engage in any combination with an interested stockholder for three years from when the interested stockholder acquires shares that
cause the stockholder to become an interested stockholder, unless the combination or purchase of shares by the interested stockholder
is approved by the board of directors before the stockholder became an interested stockholder. If the combination was not previously approved,
then the interested stockholder may only effect a combination after the three-year period if the stockholder receives approval from a
majority of the disinterested shares or the offer satisfies certain fair price criteria.
An “interested stockholder” is a person
who is:
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the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting
shares of the corporation; or
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an affiliate or associate of the corporation and, at any time within three years immediately before the
date in question, was the beneficial owner, directly or indirectly of 10% or more of the voting power of the then outstanding shares of
the corporation.
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Our articles of incorporation and bylaws do not exclude us from these
restrictions.
These provisions are intended to enhance the likelihood
of continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors, and
to discourage some types of transactions that may involve the actual or threatened change of control of our Company. These provisions
are designed to reduce our vulnerability to an unsolicited proposal for the potential restructuring or sale of all or a part of our Company.
However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of our Company.
They also may have the effect of preventing changes in our management.
Limitation on Liability and Indemnification
Matters
The Company indemnifies directors, officers, employees
and agents, and the heirs of personal representatives of such persons, against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgement, actually and reasonably incurred by such person arising out of their function as a director,
officer, employee or agent to the Company.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to the directors, officers or persons controlling the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Listing
Our common stock is listed on the NASDAQ Capital
Market under the symbol “FCUV.”
Transfer Agent
Our independent transfer agent is VStock Transfer,
LLC. Their address is 18 Lafayette Place, Woodmere, NY 11598.
DESCRIPTION
OF Debt Securities
The following is a summary of the general terms
and provisions of the debt securities we may offer under this prospectus and one or more prospectus supplements. When we offer to sell
a particular series of debt securities, we will describe the specific terms of the series in a prospectus supplement. The following description
of debt securities will apply to the debt securities offered by this prospectus unless we provide otherwise in the applicable prospectus
supplement. The applicable prospectus supplement for a particular series of debt securities may specify different or additional terms.
General
The debt securities that we may offer to sell
pursuant to this prospectus consist of notes, debentures, or other evidences of indebtedness. We may issue senior, senior subordinated,
or subordinated debt securities, and in any case may be secured or unsecured. The debt securities will be our direct obligations. Senior
securities will rank equally and ratably in right of payment with other indebtedness of ours that is not subordinated. Senior subordinated
securities will be subordinated in right of payment to the prior payment in full of senior indebtedness, as defined in the applicable
prospectus supplement, and may rank equally and ratably with any other senior subordinated indebtedness. Subordinated securities will
be subordinated in right of payment to senior subordinated securities.
Debt securities may be issued in one or more series
with the same or various maturities, at par, at a premium, or at a discount. We need not issue all debt securities of one series at the
same time. Unless we provide otherwise, we may reopen a series, without the consent of the holders of such series, for issuances of additional
securities of that series. We may issue debt securities with terms different from those of debt securities that we previously issued.
Any applicable form of indenture will be filed
as an exhibit to the registration statement of which this prospectus is a part and is subject to any amendments or supplements that we
may enter into with the trustee(s), however, we may issue debt securities not subject to the indenture provided such terms of debt securities
are not otherwise required to be set forth in the indenture. Each indenture will be subject to and governed by the Trust Indenture Act
of 1939, as amended, and we may supplement the indenture from time to time. The material terms of the anticipated form of indenture are
summarized below; however, once filed, we refer you to the indenture for a detailed description of these material terms. Additional or
different provisions that are applicable to a particular series of debt securities will, if material, be described in a prospectus supplement
relating to the offering of debt securities of that series. These provisions may include, among other things and to the extent applicable,
the following:
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the title of the debt securities, including, as applicable, whether the debt securities will be issued
as senior debt securities, senior subordinated debt securities or subordinated debt securities, any subordination provisions particular
to the series of debt securities;
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any limit on the aggregate principal amount of the debt securities;
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whether the debt securities are senior debt securities or subordinated debt securities and applicable
subordination provisions, if any;
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whether the debt securities will be secured or unsecured;
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if other than 100% of the aggregate principal amount, the percentage of the aggregate principal amount
at which we will sell the debt securities, such as an original issuance discount;
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the date or dates, whether fixed or extendable, on which the principal of the debt securities will be
payable;
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the rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if
any, the date or dates from which any such interest will accrue, the interest payment dates on which we will pay any such interest, the
basis upon which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months, and, in the case
of registered securities, the record dates for the determination of holders to whom interest is payable;
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the terms, if any, by which holders of the debt securities may convert or exchange the debt securities
for our common stock or any other security or property;
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if convertible, the initial conversion price, the conversion period, and any other terms governing such
conversion;
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the place or places where the principal of and any premium or interest on the debt securities will be
payable and where the debt securities may be surrendered for conversion or exchange;
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whether we may, at our option, redeem the debt securities, and if so, the price or prices at which, the
period or periods within which, and the terms and conditions upon which, we may redeem the debt securities, in whole or in part, pursuant
to any sinking fund or otherwise;
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if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the
debt securities which will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if
applicable, which is convertible or exchangeable;
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any obligation we may have to redeem, purchase or repay the debt securities pursuant to any sinking fund
or analogous provisions or at the option of a holder of debt securities, and the price or prices at which, the currency in which and the
period or periods within which, and the terms and conditions upon which, the debt securities will be redeemed, purchased or repaid, in
whole or in part, pursuant to any such obligation, and any provision for the remarketing of the debt securities;
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the issuance of debt securities as registered securities or unregistered securities or both, and the rights
of the holders of the debt securities to exchange unregistered securities for registered securities, or vice versa, and the circumstances
under which any such exchanges, if permitted, may be made;
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the denominations, which may be in United States Dollars or in any foreign currency, in which the debt
securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
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whether the debt securities will be issued in the form of certificated debt securities, and if so, the
form of the debt securities (or forms thereof if unregistered and registered securities are issuable in that series), including the legends
required by law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the
forms of any other certificates which may be required under the indenture or which we may require in connection with the offering, sale,
delivery or exchange of the debt securities;
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if other than United States Dollars, the currency or currencies in which payments of principal, interest
and other amounts payable with respect to the debt securities will be denominated, payable, redeemable or repurchasable, as the case may
be;
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whether the debt securities may be issuable in tranches;
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the obligations, if any, we may have to permit the conversion or exchange of the debt securities into
common stock or other capital stock or property, or a combination thereof, and the terms and conditions upon which such conversion or
exchange will be effected (including conversion price or exchange ratio), and any limitations on the ownership or transferability of the
securities or property into which the debt securities may be converted or exchanged;
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if other than the trustee under the indenture, any trustees, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the debt securities;
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any deletions from, modifications of or additions to the events of default with respect to the debt securities
or the right of the trustee or the holders of the debt securities in connection with events of default;
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any deletions from, modifications of or additions to the covenants with respect to the debt securities;
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if the amount of payments of principal of, and make-whole amount, if any, and interest on the debt securities
may be determined with reference to an index, the manner in which such amount will be determined;
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whether the debt securities will be issued in whole or in part in the global form of one or more debt
securities and, if so, the depositary for such debt securities, the circumstances under which any such debt security may be exchanged
for debt securities registered in the name of, and under which any transfer of debt securities may be registered in the name of, any person
other than such depositary or its nominee, and any other provisions regarding such debt securities;
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whether, under what circumstances and the currency in which, we will pay additional amounts on the debt
securities to any holder of the debt securities who is not a United States person in respect of any tax, assessment or governmental charge
and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts, and the terms of any
such option;
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whether the debt securities will be secured by any collateral and, if so, a general description of the
collateral and the terms of any related security, pledge or other agreements;
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the persons to whom any interest on the debt securities will be payable, if other than the registered
holders thereof on the regular record date therefor; and
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any other material terms or conditions upon which the debt securities will be issued.
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Unless otherwise indicated in the applicable prospectus
supplement, we will issue debt securities in fully registered form without coupons and in denominations of $1,000 and in integral multiples
of $1,000, and interest will be computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date or the maturity
date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and
with the same effect as if it were made on the originally scheduled date. “Business day” means any calendar day that is not
a Saturday, Sunday or legal holiday in New York, New York, and on which the trustee and commercial banks are open for business in New
York, New York.
Unless we inform you otherwise in a prospectus
supplement, each series of our senior debt securities will rank equally in right of payment with all of our other unsubordinated debt.
The subordinated debt securities will rank junior in right of payment and be subordinate to all of our unsubordinated debt.
Unless otherwise indicated in the applicable prospectus
supplement, the trustee will act as paying agent and registrar for the debt securities under the indenture. We may act as paying agent
under the indenture.
The prospectus supplement will contain a description
of United States federal income tax consequences relating to the debt securities, to the extent applicable.
Covenants
The applicable prospectus supplement will describe
any covenants, such as restrictive covenants restricting us or our subsidiaries, if any, from incurring, issuing, assuming or guarantying
any indebtedness or restricting us or our subsidiaries, if any, from paying dividends or acquiring any of our or its capital stock.
Consolidation, Merger and Transfer of Assets
The indenture will permit a consolidation or merger between us and another entity and/or the sale, conveyance or lease by us of
all or substantially all of our property and assets, provided that:
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the resulting or acquiring entity, if other than us, is organized and existing under the laws of a United
States jurisdiction and assumes all of our responsibilities and liabilities under the indenture, including the payment of all amounts
due on the debt securities and performance of the covenants in the indenture;
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immediately after the transaction, and giving effect to the transaction, no event of default under the
indenture exists; and
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we have delivered to the trustee an officers’ certificate stating that the transaction and, if a
supplemental indenture is required in connection with the transaction, the supplemental indenture comply with the indenture and that all
conditions precedent to the transaction contained in the indenture have been satisfied.
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If we consolidate or merge with or into any other
entity, or sell or lease all or substantially all of our assets in compliance with the terms and conditions of the indenture, the resulting
or acquiring entity will be substituted for us in the indenture and the debt securities with the same effect as if it had been an original
party to the indenture and the debt securities. As a result, such successor entity may exercise our rights and powers under the indenture
and the debt securities, in our name and, except in the case of a lease, we will be released from all our liabilities and obligations
under the indenture and under the debt securities.
Notwithstanding the foregoing, we may transfer
all of our property and assets to another entity if, immediately after giving effect to the transfer, such entity is our wholly owned
subsidiary. The term “wholly owned subsidiary” means any subsidiary in which we and/or our other wholly owned subsidiaries,
if any, own all of the outstanding capital stock.
Modification and Waiver
Under the indenture, some of our rights and obligations
and some of the rights of the holders of the debt securities may be modified or amended with the consent of the holders of not less than
a majority in aggregate principal amount of the outstanding debt securities affected by the modification or amendment. However, the following
modifications and amendments will not be effective against any holder without its consent:
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a change in the stated maturity date of any payment of principal or in;
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a reduction in the principal amount of or interest on any debt securities;
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an alteration or impairment of any right to convert at the rate or upon the terms provided in the indenture;
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a change in the currency in which any payment on the debt securities is payable;
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an impairment of a holder’s right to sue us for the enforcement of payments due on the debt securities;
or
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a reduction in the percentage of outstanding debt securities required to consent to a modification or
amendment of the indenture or required to consent to a waiver of compliance with certain provisions of the indenture or certain defaults
under the indenture.
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Under the indenture, the holders of not less than
a majority in aggregate principal amount of the outstanding debt securities may, on behalf of all holders of the debt securities:
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waive compliance by us with certain restrictive provisions of the indenture; and
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waive any past default under the indenture in accordance with the applicable provisions of the indenture,
except a default in the payment of the principal of or interest on any series of debt securities.
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Events of Default
Unless we indicate otherwise in the applicable
prospectus supplement, “event of default” under the indenture will mean, with respect to any series of debt securities, any
of the following:
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failure to pay interest on any debt security for 30 days after the payment is due;
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failure to pay the principal of any debt security when due, either at maturity, upon redemption, by declaration
or otherwise;
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failure on our part to observe or perform any other covenant or agreement in the indenture that applies
to the debt securities for 90 days after we have received written notice of the failure to perform in the manner specified in the indenture;
and
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certain events of bankruptcy, insolvency or reorganization.
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Remedies Upon an Event of Default
If an event of default occurs and continues, the
trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of such series may declare
the entire principal of all the debt securities to be due and payable immediately, except that, if the event of default is caused by certain
events in bankruptcy, insolvency or reorganization, the entire principal of all of the debt securities of such series will become due
and payable immediately without any act on the part of the trustee or holders of the debt securities. If such a declaration occurs, the
holders of a majority of the aggregate principal amount of the outstanding debt securities of such series can, subject to conditions,
rescind the declaration.
The indenture will require us to furnish to the trustee not less often than annually,
a certificate from our principal executive officer, principal financial officer or principal accounting officer, as the case may be,
as to such officer’s knowledge of our compliance with all conditions and covenants under the indenture. The trustee may withhold
notice to the holders of debt securities of any default, except defaults in the payment of principal of or interest on any debt
securities if the trustee in good faith determines that the withholding of notice is in the best interests of the holders. For purposes
of this paragraph, “default” means any event which is, or after notice or lapse of time or both would become, an event of
default under the indenture.
The trustee is not obligated to exercise any of
its rights or powers under the indenture at the request, order or direction of any holders of debt securities, unless the holders offer
the trustee satisfactory security or indemnity. If satisfactory security or indemnity is provided, then, subject to other rights of the
trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities may direct the time, method and place
of:
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conducting any proceeding for any remedy available to the trustee; or
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exercising any trust or power conferred upon the trustee.
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The holder of a debt security will have the right
to begin any proceeding with respect to the indenture or for any remedy only if:
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the holder has previously given the trustee written notice of a continuing event of default;
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the holders of not less than a majority in aggregate principal amount of the outstanding debt securities
have made a written request of, and offered reasonable indemnity to, the trustee to begin such proceeding;
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the trustee has not started such proceeding within 60 days after receiving the request; and
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no direction inconsistent with such written request has been given to the trustee under the indenture.
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However, the holder of any debt security will
have an absolute right to receive payment of principal of and interest on the debt security when due and to institute suit to enforce
this payment.
Satisfaction and Discharge; Defeasance
Satisfaction and Discharge of Indenture. Unless
otherwise indicated in the applicable prospectus supplement, if at any time:
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we have paid the principal of and interest on all the debt securities of any series, except for debt securities
which have been destroyed, lost or stolen and which have been replaced or paid in accordance with the indenture, as and when the same
shall have become due and payable, or
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we have delivered to the trustee for cancellation all debt securities of any series theretofore authenticated,
except for debt securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in
the indenture, or
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all the debt securities of such series not theretofore delivered to the trustee for cancellation have
become due and payable, or are by their terms are to become due and payable within one year or are to be called for redemption within
one year, and we have deposited with the trustee, in trust, sufficient money or government obligations, or a combination thereof, to pay
the principal, any interest and any other sums due on the debt securities, on the dates the payments are due or become due under the indenture
and the terms of the debt securities,
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then the indenture shall cease to be of further
effect with respect to the debt securities of such series, except for:
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rights of registration of transfer and exchange, and our right of optional redemption;
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substitution of mutilated, defaced, destroyed, lost or stolen debt securities;
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rights of holders to receive payments of principal thereof and interest thereon upon the original stated
due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any;
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the rights, obligations and immunities of the trustee under the indenture; and
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the rights of the holders of such series of debt securities as beneficiaries thereof with respect to the
property so deposited with the trustee payable to all or any of them.
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Defeasance and Covenant Defeasance. Unless
otherwise indicated in the applicable prospectus supplement, we may elect with respect to any debt securities of any series either:
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to defease and be discharged from all of our obligations with respect to such debt securities (“defeasance”),
with certain exceptions described below; or
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to be released from our obligations with respect to such debt securities under such covenants as may be
specified in the applicable prospectus supplement, and any omission to comply with those obligations will not constitute a default or
an event of default with respect to such debt securities (“covenant defeasance”).
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We must comply with the following conditions before
the defeasance or covenant defeasance can be effected:
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we must irrevocably deposit with the indenture trustee or other qualifying trustee, under the terms of
an irrevocable trust agreement in form and substance satisfactory to the trustee, trust funds in trust solely for the benefit of the holders
of such debt securities, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and
any other sums on the due dates for those payments; and
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we must deliver to the trustee an opinion of counsel to the effect that the holders of such debt securities
will not recognize income, gain or loss for federal income tax purposes as a result of defeasance or covenant defeasance, as the case
may be, to be effected with respect to such debt securities and will be subject to federal income tax on the same amount, in the same
manner and at the same times as would be the case if such defeasance or covenant defeasance, as the case may be, had not occurred.
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In connection with defeasance, any irrevocable
trust agreement contemplated by the indenture must include, among other things, provision for:
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payment of the principal of and interest on such debt securities, if any, appertaining thereto when due
(by redemption, sinking fund payments or otherwise),
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the payment of the expenses of the trustee incurred or to be incurred in connection with carrying out
such trust provisions,
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rights of registration, transfer, substitution and exchange of such debt securities in accordance with
the terms stated in the indenture, and
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continuation of the rights, obligations and immunities of the trustee as against the holders of such debt
securities as stated in the indenture.
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The accompanying prospectus supplement may further
describe any provisions permitting or restricting defeasance or covenant defeasance with respect to the debt securities of a particular
series.
Global Securities
Unless otherwise indicated in the applicable prospectus
supplement, each debt security offered by this prospectus will be issued in the form of one or more global debt securities representing
all or part of that series of debt securities. This means that we will not issue certificates for that series of debt securities to the
holders. Instead, a global debt security representing that series will be deposited with, or on behalf of, a securities depositary and
registered in the name of the depositary or a nominee of the depositary. Any such depositary must be a clearing agency registered under
the Securities Exchange Act of 1934. We will describe the specific terms of the depositary arrangement with respect to a series of debt
securities to be represented by a global security in the applicable prospectus supplement.
Notices
We will give notices to holders of the debt securities
by mail at the addresses listed in the security register. In the case of notice in respect of unregistered securities or coupon securities,
we may give notice by publication in a newspaper of general circulation in New York, New York.
Governing Law
The particular terms of a series of debt securities
will be described in a prospectus supplement relating to such series of debt securities. Any indentures will be subject to and governed
by the Trust Indenture Act of 1939, as amended, and may be supplemented or amended from time to time following their execution. Unless
otherwise stated in the applicable prospectus supplement, we will not be limited in the amount of debt securities that we may issue, and
neither the senior debt securities nor the subordinated debt securities will be secured by any of our property or assets. Thus, by owning
debt securities, you are one of our unsecured creditors.
Regarding the Trustee
From time to time, we may maintain deposit accounts
and conduct other banking transactions with the trustee to be appointed under the indenture or its affiliates in the ordinary course of
business.
DESCRIPTION
OF Warrants
We may offer to sell warrants to purchase our
common stock or debt securities in one or more series. Warrants may be issued independently or together with any other securities and
may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be
entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with
the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement, including the
name and address of the warrant agent, will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe
the following terms of any warrants in respect of which this prospectus is being delivered:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies in which the price of such warrants will be payable;
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the securities purchasable upon exercise of such warrants;
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the price at which and the currency or currencies in which the securities purchasable upon exercise of
such warrants may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right
shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the
number of such warrants issued with each such security;
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the terms of the securities issuable upon exercise of the warrants
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if applicable, the date on and after which such warrants and the related securities will be separately
transferable;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement
and the warrants;
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the terms of any rights to redeem or call the warrants;
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the manner in which the warrant agreement and warrants may be modified;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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if applicable, a discussion of any material U.S. federal income tax considerations; and
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any other terms of such warrants, including terms, procedures, restrictions and limitations relating to
the exchange and exercise of such warrants.
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Before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities purchasable upon such exercise, including the rights to vote or receive dividends
or similar distributions.
Exercise of Warrants
Each warrant will entitle the holder to purchase
the number of securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable
prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants
at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close
of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants
by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth in
the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant
certificate properly completed and duly executed at the office of the warrant agent or any other office indicated in the applicable prospectus
supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by
the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate
in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Summary Description
The information provided above is only a summary
of the terms under which we may offer to sell warrants. Accordingly, investors must carefully review the applicable warrant agreement
for more information about the specific terms and conditions of these warrants before investing. In addition, please carefully review
the information provided in the applicable prospectus supplement, which contains additional information that is important for you to consider
in evaluating an investment in our securities.
Transfer Agent
The transfer agent for any warrants will be set forth in the applicable
prospectus supplement.
DESCRIPTION
OF Units
We may issue units consisting of any combination
of the other types of securities offered under this prospectus in one or more series. Each series of units we be issued under a separate
unit agreement to be entered into between us and a bank or trust company, as unit agent. The terms of any units to be issued and a description
of the material provisions of the applicable unit agreement, including the name and address of the unit agent, will be set forth in the
applicable prospectus supplement.
The following description, together with the additional
information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this
prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related
to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements
will contain additional important terms and provisions, and we will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to
units offered under this prospectus.
If we offer any units, certain terms of that series
of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:
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the title of the series of units;
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identification and description of the separate constituent securities comprising the units;
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the price or prices at which the units will be issued;
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the date, if any, on and after which the constituent securities comprising the units will be separately
transferable;
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a description of the terms of any unit agreement governing the units;
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if applicable, a discussion of any material U.S. federal income tax considerations; and
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any other terms of the units and their constituent securities.
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PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus
in any of the ways described below or in any combination:
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to or through underwriters or dealers;
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through one or more agents;
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directly to purchasers or to a single purchaser; or
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in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act to
or through a market maker or into an existing trading market, or an exchange or otherwise.
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The distribution of the securities by us may be
effected from time to time in one or more transactions:
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at a fixed price, or prices, which may be changed from time to time;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each time that we sell securities covered by this
prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms
and conditions of the offering of such securities, including any applicable restrictions.
The prospectus supplement will also describe the
terms of the offering of the securities, including the following:
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the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or
purchased by each of them;
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the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions
allowed or re-allowed or paid to dealers;
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any option under which underwriters may purchase additional securities from us; and
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any securities exchanges on which the securities may be listed.
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Any offering price and any discounts or concessions
allowed or re-allowed or paid to dealers will be specified in the applicable prospectus supplement and may be changed from time to time.
Only the agents or underwriters named in each
prospectus supplement are agents or underwriters in connection with the securities being offered thereby.
Offers to purchase the securities being offered
by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to
time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities
being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to
the public at varying prices to be determined by the dealer at the time of resale. Any dealer involved in the offer or sale of our securities
will be identified in a prospectus supplement.
If an underwriter is utilized in the sale of the
securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the
name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities
to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent,
may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through
dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will
be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying
prices to be determined by the dealer.
Any compensation paid to underwriters, dealers
or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to
participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the
distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, and any
discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting
discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including
liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those
persons for certain expenses. The agents, underwriters and such other third parties may be customers of, engage in transactions with,
or perform services for us in the ordinary course of business, for which they may receive compensation. We may also use underwriters or
such other third parties with whom we have a material relationship. We will describe the nature of any such relationship in the applicable
prospectus supplement.
Any common stock will be listed on the NASDAQ
Capital Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities,
certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the
securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the
offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions
by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize
or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at
a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We can make no
assurance as to the development, maintenance or liquidity of any trading market for the securities described in this prospectus.
We may engage in at the market offerings into
an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
In addition, we may enter into derivative transactions
with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable
prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus
and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us
or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received
from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective
amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell
the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may
transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
We do not make any representation or prediction
as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition,
we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not
be discontinued without notice.
The specific terms of any lock-up provisions in
respect of any given offering will be described in the applicable prospectus supplement.
To comply with applicable state securities laws,
the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers
or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
LEGAL MATTERS
The validity of the securities being offered by
this prospectus will be passed upon for us by Wilson Bradshaw LLP, Irvine, California. If legal matters relating to the offerings
made pursuant to this prospectus are passed upon by counsel to underwriters, dealers or agents, such counsel will be named in the applicable
prospectus supplement.
EXPERTS
The financial statements for the years ended December
31, 2019 and 2020, incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated
by reference in reliance upon the report of BF Borgers CPA PC, an independent registered public accounting firm, upon the authority of
said firm as experts in accounting and auditing.
INTERESTS OF NAMED EXPERTS AND COUNSEL
In exchange for discounts on legal bills, the
Company granted Wilson Bradshaw LLP separate grants of stock options to purchase common stock exercisable for 10 years: (1) on September
22, 2020 Wilson Bradshaw LLP was granted 571 options exercisable at $3.50 per share; (2) on December 11, 2020, Wilson Bradshaw LLP was
granted 629 options exercisable at $3.00 per share, and (3) on April 11, 2021, Wilson Bradshaw LLP was granted 1,177 options exercisable
at $5.00 per share.
No other named experts own any shares of our common
stock.
PART II — INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses expected
to be incurred by us in connection with the issuance and distribution of the securities being registered hereby.
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SEC Registration
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$
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10,910
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Legal Fees and Expenses
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*
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Accounting Fees
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*
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Miscellaneous
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*
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Total
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$
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*
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* These fees and expenses are calculated based
on the securities offered and the number of issuances, and accordingly cannot be estimated as of the date of this prospectus
Item 15. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada Revised Statutes
provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including
attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in
their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe
their conduct was unlawful. Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers of Nevada corporations
also may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with
a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.
Article VIII of our amended and restated articles
of incorporation provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify our directors,
officers and certain other persons. Article 9 of our amended and restated bylaws provides that our directors, officers and certain other
persons shall be indemnified and held harmless by us to the fullest extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
On April 9, 2021, we renewed our public company
management liability insurance (“D&O Insurance”) which indemnifies directors for certain liabilities in the insurance
coverage amount of $5 million.
Item 16. Exhibits
_____________________
* To be filed by amendment or incorporated by reference in connection
with the offering of a particular class or series of securities.
** Filed herewith.
*** To be filed, if applicable, pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939.
Item 17. Undertakings.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
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That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
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That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in
a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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(d)
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That, for purposes of determining any liability under the Securities Act of 1933:
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(i)
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the information
omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be
a part of the registration statement as of the time it was declared effective; and
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(ii)
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each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(e)
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The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Ontario, State of California, on October 8, 2021.
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FOCUS UNIVERSAL INC.
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By:
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/s/ Duncan Lee
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Duncan Lee
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Chief Financial Officer and Principal Accounting Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Desheng Wang and Duncan Lee, 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.
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Signature
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Title
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Date
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/s/ Desheng Wang
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Chief Executive Officer, Secretary, Director
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October 8, 2021
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Desheng Wang
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(Principal Executive Officer)
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/s/ Duncan Lee
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Chief Financial Officer
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October 8, 2021
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Duncan Lee
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(Principal Accounting and Financial Officer)
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/s/ Edward Lee
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Director and Chairman
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October 8, 2021
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Edward Lee
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/s/ Jennifer Gu
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Director
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October 8, 2021
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Jennifer Gu
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/s/ Michael Pope
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Director
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October 8, 2021
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Michael Pope
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/s/ Sheri Lofgren
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Director
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October 8, 2021
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Sheri Lofgren
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/s/ Greg Butterfield
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Director
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October 8, 2021
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Greg Butterfield
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/s/ Carine Clark
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Director
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October 8, 2021
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Carine Clark
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