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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 12, 2024
FOCUS UNIVERSAL INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-55247 | 46-3355876 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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2311 East Locust Street Ontario, California |
91761 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (626) 272-3883
Registrant’s Fax Number, Including Area Code: (917) 791-8877
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.001 par value per share | FCUV |
The Nasdaq Stock Market LLC (Nasdaq Global Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 5, 2024, Focus Universal Inc. (the “Company”) hired Warren Wang as its Vice President and Chief Strategy Officer. As Vice President and Chief Strategy Officer Mr. Wang will oversee the Company’s capital market transactions. In connection with the onboarding of Mr. Wang as the Company’s Vice President and Chief Strategy Officer, the Company and Mr. Wang executed an employment agreement on April 5, 2024 (the “Employment Agreement”). The initial term of the Employment Agreement is two years (the “Initial Term”). The Initial Term will automatically renew for an additional one year at the end of the Initial Term upon the mutual agreement of the parties. Mr. Wang’s employment is “at will” and, pursuant to the terms of the Employment Agreement, Mr. Wang will receive a base salary of $10,000 a month.
Mr. Wang brings over 20 years of experience in financing, listing, and capital operations. He previously served as a board member and chief executive officer of PX SPAC Capital Inc. since February 2022, and as a board member and chief executive officer of PX Capital USA Inc. since March 2019. From March 2019 to January 2022, Mr. Wang served as the chairman and chief executive officer of Hudson Capital Inc, a Nasdaq-listed company. Prior to that role, from July 2018 to March 2019, Mr. Wang also held the positions of chairman and chief executive officer at SSLJ.com Inc., listed on Nasdaq. Mr. Wang obtained an Executive Master of Business Administration degree from Peking University in 2006.
The foregoing description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. A copy of the press release issued by the Company announcing the new Vice President and Chief Stategy Officer is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure |
A press release issued on April 8, 2024 announcing the appointment. A copy of that press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Employment Agreement dated April 5, 2024 | |
| 99.1 | Press Release dated April 8, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 16, 2024 |
| FOCUS UNIVERSAL, INC. | ||
| By: | /s/ Desheng Wang | |
| Name: | Desheng Wang | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Employment Agreement
This Agreement dated on April 5, 2024, is made between Focus Universal Inc. (the "Company") and Mr. Warren Wang (the "Executive").
WHEREAS the Company desires to retain the services of the Executive, and the Executive desires to render such services.
WHEREAS the parties agree to the following terms and conditions:
1. Employment
The Executive agrees that he or she will faithfully and to the best of his ability carry out the duties and responsibilities communicated to him by the Company. The Executive shall comply with all company policies, rules, and procedures at all times.
2. Position
The Company offers the Executive the position of Vice President and Chief Strategy Officer. In this capacity, the Executive shall perform all essential job functions and duties for the Company’s capital market transactions, including but not limited to, plan, structure and execution of mergers, acquisitions, stock issuance, equity and debt financing, appointment of investment banks, law firms, accountants, auditors, transfer agents, public relation firms, compliance specialists and other service providers.
The Executive shall be responsible for engagement and termination of the service providers and management of investor relationships. The Company may request the Executive to perform other duties with mutual consent.
3. Term
The Executive's initial term of employment is for two (2) years, starting on the first date written above, and will automatically renew for a successive one (1) year at the end of the initial term with the consent of the Company and the Executive.
4. Compensation
As compensation for the services provided, the Executive shall be entitled to a base salary of $10,000 per month.
5. Termination
This employment is offered and accepted on an “at-will” basis and may be terminated by either party at any time by providing a written notice to the other party within fourteen (14) days of advance notice.
6. Confidentiality
The Executive will have access to confidential information that is the property of the Company and shall not disclose this information to any outside individuals or entities without the Company’s prior approval.
7. Entirety
This Agreement represents the entire agreement between the two parties and supersedes any previous written or oral agreement. This Agreement may be modified at any time upon written consent of both the Company and the Executive.
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8. Severability
If any portion of this Agreement is found to be invalid or unenforceable according to respective laws, the remaining provisions shall remain in full force and effect.
9. Jurisdiction
This Agreement shall be governed, interpreted, and construed in accordance with the laws of the State of New York.
In witness and agreement whereof, the Company has executed this Agreement with due process and with the consent of the Executive on the date first written above.
Company: Focus Universal Inc.
/s/ Desheng Wang
Name: Desheng Wang
Title: Chairman & CEO
Executive: Warren Wang
/s/ Warren Wang
Name: Warren Wang
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Exhibit 99.1
Focus Universal Inc. Announces Warren Wang as Chief Strategy Officer
ONTARIO, CA / ACCESSWIRE / April 8, 2024 / Focus Universal Inc. (NASDAQ:FCUV) ("Focus" or the "Company"), a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G, today announced that Warren Wang has resigned his position at PX SPAC Capital Inc. and accepted a position at Focus Universal Inc. as Chief Strategy Officer and Vice President.
Mr. Wang brings over 20 years of experience in financing, listing, and capital operations. He previously served as a board member and chief executive officer of PX SPAC Capital Inc. since February 2022, and as a board member and chief executive officer of PX Capital USA Inc. since March 2019. From March 2019 to January 2022, Mr. Wang served as the chairman and chief executive officer of Hudson Capital Inc, a Nasdaq-listed company. Prior to that role, from July 2018 to March 2019, Mr. Wang also held the positions of chairman and chief executive officer at SSLJ.com Inc., listed on Nasdaq. Mr. Wang obtained an Executive Master of Business Administration degree from Peking University in 2006.
Desheng Wang, CEO of Focus Universal Inc. commented on the new position, "We are thrilled about our new appointment of Warren Wang as Chief Strategy Officer. Warren's expertise will play a crucial role in supporting our business expansion and growth. He brings significant and highly relevant experience, along with an outstanding investment community network, which we believe will effectively communicate our value proposition to investors."
About Focus Universal:
Focus Universal Inc. (NASDAQ: FCUV) is a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The company has developed five disruptive patented technology platforms with 28 patents and patents pending in various phases and 8 trademarks pending in various phases to solve the major problems facing hardware and software design and production within the industry today. These technologies combined to have the potential to reduce costs, product development timelines and energy usage while increasing range, speed, efficiency, and security. Focus currently trades on the Nasdaq Global Markets and is in the Russell 2000 Index.
Forward-Looking Statements:
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the "Risk Factors" section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof and Focus Universal specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For investor and media inquiries, please contact:
Skyline Corporate Communications Group, LLC
Lisa Gray
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Office: (646) 893-5835
lisa@skylineccg.com
For company inquiries, please contact:
Investor Relations
626-272-3883
ir@focusuniversal.com
SOURCE: Focus