As filed with the Securities and Exchange Commission on December 17, 2025 Registration No. 333-292009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOCUS UNIVERSAL INC. (Exact name of registrant as specified in its charter) | Nevada | 3823 | 46-3355876 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organiza ...

As filed with the Securities and Exchange Commission on December 16, 2025 Registration No. 333-292009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOCUS UNIVERSAL INC. (Exact name of registrant as specified in its charter) | Nevada | 3823 | 46-3355876 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organiza ...

| Nevada | 3823 | 46-3355876 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification No.) | 2311 East Locust Court, Ontario, CA 91761 As filed with the Securities and Exchange Commission on December 8, 2025 (Address of principal executive offices) (Zip Code) Registration No. 333-[------] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATI ...

Intellectual Property and Technology - Focus Universal Inc. holds 28 patents and patents pending in various phases of the patent process, aimed at solving fundamental problems in the IoT industry[91] - The Ubiquitor device integrates multiple digital sensors and measurement tools into a single platform, representing a technological advancement in the IoT marketplace[95] - The ultra-narrowband PLC technology developed by the company utilizes existing power lines for data transmission, potentially offering a cost-effective solution for IoT connectivity[112] - Focus Universal aims to provide a competitive edge and cost savings through its universal hardware and software shared across all sensors, enabling true interoperability[118] - The company is integrating its Smart AVX-branded IoT equipment to facilitate unified collaboration across various technologies, enhancing customer service and installation[98] Financial Performance - Revenue for the three months ended September 30, 2025 was $28,689, a decrease of $45,526 from $74,215 in the same period of 2024, representing a decline of approximately 61.4%[126] - Gross profit for the three months ended September 30, 2025 was $(1,612), down from $31,685 in 2024, indicating a decrease of $33,297[126] - Total operating expenses for the nine months ended September 30, 2025 were $4,011,183, a decrease of $318,291 from $4,329,474 in 2024[135] - Net loss for the nine months ended September 30, 2025 was $3,923,401, compared to a net loss of $1,238,776 in 2024, reflecting an increase in losses of approximately 216.5%[142] - Current assets as of September 30, 2025 were $771,077, down from $3,846,363 on December 31, 2024, indicating a decrease of approximately 80%[143] - Cash flows from operating activities for the nine months ended September 30, 2025 were $(3,709,104), compared to $(3,658,901) in 2024, showing an increase in cash outflows of approximately 1.4%[144] - Research and development costs for the nine months ended September 30, 2025 were $1,127,633, an increase of $179,592 from $948,041 in 2024[137] - Selling expenses for the nine months ended September 30, 2025 were $58,774, a decrease of $37,253 from $96,027 in 2024[136] - Other income for the nine months ended September 30, 2025 was $71,262, a significant decrease from $3,231,253 in 2024[140] - Loss from discontinued operations, net of tax, was $0 for the nine months ended September 30, 2025, down from $277,823 in 2024, reflecting the impact of discontinued operations of AT Tech Systems LLC[141] - For the nine months ended September 30, 2025, the company reported a net loss of $3,923,401 and an accumulated deficit of $29,705,709[151] Cash Flow and Financing - The company had negative cash flow from operating activities amounting to $3,709,104 for the nine months ended September 30, 2025[151] - As of September 30, 2025, the company had cash and cash equivalents, and short-term investments totaling $454,432[152] - Cash inflows for the nine months ended September 30, 2025, were $572,826 from stock issued for private placement of $822,501, offset by treasury stock purchases of $249,675[149] - The company entered into a Securities Purchase Agreement allowing Alumni Capital LP to purchase up to $20,000,000 in common stock, with $822,501 received for 262,692 shares as of September 30, 2025[150] - The company has relied on equity and debt financings since inception and expects to continue this strategy for future capital needs[152] Going Concern and Future Outlook - There are substantial doubts regarding the company's ability to continue as a going concern due to recurring losses and negative cash flows[151] - The company did not have any off-balance-sheet arrangements as of September 30, 2025[154] - The company has not completed efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period[151] - Future financing may impose restrictions on operations or cause dilution for stockholders, with no assurance of satisfactory terms[152] Product Development and Market Strategy - The company has developed a fully automated SEC financial reporting software that can complete tasks that previously took weeks in just minutes, significantly reducing manual work[111] - The company expects to showcase its SEC financial reporting software to the public in 2025, aiming to streamline the reporting process for financial professionals[92] - Focus Universal signed a contract with Shenzhen Donghui Precision Mold Manufacturing Co. for mold tooling design of the Universal Smart IoT, marking a significant milestone in commercialization[97] - The company plans to launch Smart IoT apps in the Apple and Google Play Stores for limited client release prior to a broader rollout[97] - The company has identified competitors in the SEC financial reporting software space but believes its product will be superior due to lower pricing and ease of integration[121]

Technology and Innovation - Focus Universal Inc. holds 28 patents and patents pending in various phases of the patent process, aimed at solving fundamental problems in the IoT industry[87] - The company has developed a fully automated SEC financial reporting software that can complete processes that previously took weeks in just minutes, significantly reducing human error[107] - Focus Universal's Ubiquitor device integrates multiple digital sensors and measurement tools into a single platform, representing a technological advancement in the IoT marketplace[91] - Focus Universal's ultra-narrowband PLC technology utilizes existing power lines for data transmission, potentially offering a cost-effective solution for IoT connectivity[108] - The company anticipates that its ultra-narrowband technology can achieve low band 5G coverage with estimated speeds of 1 Gbps, enhancing wireless communication capabilities[112] - Focus Universal's automation technology aims to eliminate human involvement in financial reporting, ensuring a seamless and error-free process[104] - The company is optimistic about the patentability of its PLC technology, having received a favorable International Preliminary Report of Patentability[117] Financial Performance - Revenue for the three months ended June 30, 2025, was $35,330, an increase of $24,096 (214.5%) compared to $11,234 for the same period in 2024[126] - Gross profit for the three months ended June 30, 2025, was a loss of $12,412, a decrease of $27,696 compared to a profit of $15,284 in 2024[126] - Research and development costs for the three months ended June 30, 2025, were $467,297, an increase of $171,049 (57.7%) compared to $296,248 in 2024[129] - Total operating expenses for the three months ended June 30, 2025, were $1,530,348, an increase of $283,223 (22.7%) compared to $1,247,125 in 2024[127] - Revenue for the six months ended June 30, 2025, was $225,585, an increase of $34,846 (18.3%) compared to $190,739 in 2024[135] - Gross profit for the six months ended June 30, 2025, was $18,132, a decrease of $87,451 (83%) compared to $105,583 in 2024[135] - Compensation for officers and directors for the six months ended June 30, 2025, was $250,744, an increase of $138,696 (123.5%) compared to $112,048 in 2024[137] - Other income for the six months ended June 30, 2025, was $57,261, an increase of $41,178 (256.5%) compared to $16,083 in 2024[141] Cash Flow and Financial Position - Current assets as of June 30, 2025, were $1,536,963, a decrease of $2,309,400 (60%) compared to $3,846,363 as of December 31, 2024[144] - Working capital as of June 30, 2025, was $707,739, a decrease of $2,261,649 (76.5%) compared to $2,969,388 as of December 31, 2024[144] - For the six months ended June 30, 2025, the company reported net cash used in operating activities of $2,648,288, compared to $1,721,946 for the same period in 2024, indicating an increase in cash outflows[145][146][147] - The net loss for the six months ended June 30, 2025, was $2,757,026, slightly lower than the net loss of $2,680,703 for the same period in 2024[146][147] - Cash outflows from investing activities increased to $25,091 for the six months ended June 30, 2025, from $9,743 in the same period of 2024, primarily due to purchases of property and equipment[149] - Cash inflows from financing activities decreased significantly to $207,387 for the six months ended June 30, 2025, compared to $1,326,000 in 2024, reflecting a reduction in financing activities[150] - As of June 30, 2025, the company had an accumulated deficit of $28,539,334 and negative cash flow from operating activities, raising substantial doubt about its ability to continue as a going concern[152] - The company had cash and cash equivalents, and short-term investments totaling $1,150,614 as of June 30, 2025, which is critical for meeting future obligations[153] - The company expects fluctuations in cash flows from operating activities due to various factors, including changes in net revenues and collection of accounts receivable[148] - The company entered into a Share Purchase Agreement allowing Alumni Capital to purchase up to $20,000,000 of common stock, with proceeds of $381,224 recorded for the period ended June 30, 2025[151] - The company has not engaged in any off-balance-sheet arrangements as of June 30, 2025[154] - The company relies on equity and debt financings to fund operations and may face challenges in obtaining future financing on satisfactory terms[153] Product Development and Market Strategy - The company is set to showcase its SEC financial reporting software to the public in 2025, aiming to streamline the reporting process for financial professionals[88] - Focus Universal signed a contract with Shenzhen Donghui Precision Mold Manufacturing Co. to commence mold tooling design for the Universal Smart IoT, marking a significant step towards full-scale production[93] - Focus Universal's Smart AVX-branded products include LED audio-visual panel products and large format smart multimedia touch screens, enhancing integration across various technologies[95]

Technology Development - Focus Universal Inc. has developed five proprietary technologies aimed at solving fundamental issues in the IoT industry, including a universal smart instrumentation platform (USIP) that reduces costs and increases efficiency [87]. - The company holds 28 patents and patents pending, with a focus on integrating various technologies into a single chip for improved performance [87]. - The Ubiquitor device integrates multiple digital sensors and measurement tools into one platform, representing a significant advancement in the IoT marketplace [91]. - Focus Universal Inc. is integrating Smart AVX-branded IoT equipment across various sectors, including LED audio-visual products and large format smart multimedia touch screens [93]. - The company is developing power line communication (PLC) technology that utilizes existing power lines for data transmission, potentially offering a cost-effective solution for IoT connectivity [100]. - Focus Universal Inc. is researching ultra-narrowband technology for 5G applications, aiming to achieve low band coverage and estimated speeds of 1 Gbps [104]. - The company’s patent portfolio includes 18 pending U.S. nonprovisional patent applications and 9 issued U.S. patents, with ongoing efforts to expand its intellectual property coverage [109]. Financial Performance - Revenue for the three months ended March 31, 2025, was $190,255, an increase of 6% from $179,505 for the same period in 2024 [117]. - Cost of revenue increased significantly to $159,711 for the three months ended March 31, 2025, compared to $89,206 in 2024, resulting in a gross profit decrease to $30,544 from $90,299 [117]. - Total operating expenses for the three months ended March 31, 2025, were $1,302,071, slightly down from $1,304,205 in 2024 [118]. - Research and development costs rose to $372,258 in Q1 2025 from $343,277 in Q1 2024, reflecting a 8.5% increase [120]. - Net loss for the three months ended March 31, 2025, was $1,251,378, compared to a net loss of $1,315,597 in the same period of 2024 [124]. Cash Flow and Assets - Current assets decreased to $2,502,879 as of March 31, 2025, from $3,846,363 as of December 31, 2024 [125]. - Net cash used in operating activities was $1,220,049 for the three months ended March 31, 2025, compared to $892,089 in 2024 [126]. - Cash outflow from investing activities was $23,380 for the three months ended March 31, 2025, up from $5,044 in 2024 [130]. - The company had cash and cash equivalents of $2,217,268 as of March 31, 2025, indicating a need for future capital to meet obligations [134]. - The company has an accumulated deficit of $27,033,686 as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern [133]. Market Position and Competition - The Lusher subsidiary has completed SEC financial reporting software in Microsoft Word format, aiming for a public showcase in 2025, which will automate the generation of financial statements and reports [88]. - The company has identified competitors in the SEC financial reporting software space, asserting that its product will be significantly cheaper and easier to implement [112]. - Focus Universal Inc. aims to distinguish itself in the smart home installation market by offering greater customization and interoperability compared to competitors [113].

Revenue and Profitability - Revenue for the year ended December 31, 2024, was $398,137, a decrease of $42,406 from $440,543 in 2023, primarily due to a decline in construction contracts [246]. - Gross profit for 2024 was $10,201, down from $59,659 in 2023, reflecting increased costs associated with inventory reserves [246]. - Net losses for the year ended December 31, 2024, were $3,200,138, compared to $4,718,142 in 2023, indicating an improvement in financial performance [254]. - The company reported a net loss of $3,200,138 for the year ended December 31, 2024, compared to a net loss of $4,718,142 for 2023, indicating an improvement in financial performance [263]. - As of December 31, 2024, the company had an accumulated deficit of $25,782,308, up from $22,582,170 in 2023 [263]. Expenses - Operating expenses increased to $6,210,452 in 2024 from $5,011,445 in 2023, with significant rises in professional fees and general administrative expenses [247]. - Research and development expenses rose to $1,381,937 in 2024, up from $1,324,438 in 2023, driven by an increase in headcount [249]. - Negative cash flow from operating activities was $4,656,754 for the year ended December 31, 2024, compared to $3,528,762 for 2023, highlighting ongoing operational challenges [263]. Assets and Liabilities - Current assets increased significantly to $3,846,363 in 2024 from $1,028,278 in 2023, while current liabilities decreased [256]. - The company had cash and cash equivalents, and short-term investments amounting to $3,613,978 as of December 31, 2024 [264]. Cash Flow - Cash inflow from investing activities for 2024 was $7,127,121, primarily due to proceeds from the sale of property [261]. - For the year ended December 31, 2024, cash inflows from financing activities totaled $706,094, primarily from a third-party loan of $350,000 and a related party loan of $1,101,000 [262]. Future Plans and Concerns - The company plans to commercialize its financial reporting software in Q1 2025, which aims to streamline the preparation of financial documents [239]. - The Ubiquitor device is set for full-scale production in 2025, following successful prototype runs and positive reception at trade shows [240]. - There are substantial doubts about the company's ability to continue as a going concern due to recurring losses and negative cash flow from operations [263]. Other Information - The company did not have any off-balance-sheet arrangements as of December 31, 2024 [265]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [266].

Technology and Product Development - Focus Universal Inc. holds 28 patents and patents pending in various phases of the patent process, focusing on proprietary technologies in the IoT industry[94] - The company plans to phase out traditional lower-margin products and launch a new line of products that have been in development for several years, targeting controlled agriculture and home automation industries[97] - The U.S.-based sales team has begun marketing Smart AVX-branded product lines, including large format multimedia touch screens and surveillance camera systems[99] - Production for home automation products, such as smart wall touch light switches and smart controllers, is underway, with sourcing and cost analysis completed[100] - The Shenzhen subsidiary has completed designs for several sensors, including a TDS meter and carbon dioxide sensor, which are expected to be cost-effective compared to existing market options[101] - The Ubiquitor device integrates multiple digital sensors into one platform, representing a technological advancement in the IoT marketplace[109] - The USIP technology enables the Ubiquitor to cut production costs and reduce the effort required to develop new sensor products[110] - Smart AVX-branded products are integrated across various sectors, including LED audio-visual panel products and VOIP phone services, enhancing customer experience and operational efficiency[114] Financial Performance - Revenue for the three months ended September 30, 2024, was $74,215, compared to $71,854 for the same period in 2023, representing an increase of $2,361[149] - Cost of revenue decreased to $42,530 in Q3 2024 from $44,386 in Q3 2023, resulting in a gross profit increase to $31,685 from $27,468[149] - Selling expenses rose to $30,936 in Q3 2024 from $25,193 in Q3 2023, an increase of $5,743 attributed to higher advertising fees[150] - Compensation for officers and directors increased significantly to $575,255 in Q3 2024 from $267,002 in Q3 2023[151] - Other income surged to $3,215,560 in Q3 2024 compared to $62,050 in Q3 2023, primarily due to a gain on the sale of property[155] - Research and development expenses were relatively stable, at $308,516 in Q3 2024 compared to $305,872 in Q3 2023[151] - General and administrative expenses increased to $585,491 in Q3 2024 from $387,764 in Q3 2023, mainly due to a rise in office employees[153] - For the nine months ended September 30, 2024, the company's revenue was $264,954, an increase of $26,151 (approximately 10.9%) compared to $238,803 for the same period in 2023[156] - Gross profit for the nine months ended September 30, 2024 was $137,268, up $72,555 (approximately 112.1%) from $64,713 in 2023, attributed to higher sales of LED products[156] - Total operating expenses increased to $4,329,474 for the nine months ended September 30, 2024, up $819,082 (approximately 23.3%) from $3,510,392 in 2023[157] - The company incurred a net loss of $1,238,776 for the nine months ended September 30, 2024, a significant improvement compared to a net loss of $3,100,442 in 2023[163] Market Insights - The IoT sensors market is projected to grow from $11.1 billion in 2022 to $26 billion by 2026, indicating significant market potential[147] - The overall enterprise IoT spending increased to $201 billion in 2022, reflecting a growth of 21.5%[147] Cash Flow and Assets - Current assets as of September 30, 2024 were $5,971,500, a substantial increase from $1,028,278 as of December 31, 2023[163] - Cash inflow from investing activities for the nine months ended September 30, 2024 was $3,950,852, a significant increase from $54,472 in 2023[169] - Cash used in operating activities was $477,195 for the nine months ended September 30, 2024, a decrease of $2,126,350 (approximately 81.7%) compared to $2,603,545 in 2023[165] - The company reported other income of $3,231,253 for the nine months ended September 30, 2024, compared to $240,360 in 2023, primarily due to a gain on the sale of property[162] - The accumulated deficit increased to $23,820,946 as of September 30, 2024, compared to $22,582,170 as of December 31, 2023[172] - The company had cash and cash equivalents of $5,368,273 as of September 30, 2024, indicating a need for future capital to meet obligations[173] Future Plans - The company has developed a Microsoft®-based add-on software to streamline SEC reporting processes, with plans to commercialize it in Q4 2024 or Q1 2025[102] - A complementary office automation software product is 80% complete, aimed at assisting in faster and more accurate financial report preparation[103] - The company plans a roadshow in Q3 2024 to update the community on new software developments[130]

Company Overview - Focus Universal Inc. (NASDAQ: FCUV) specializes in patented hardware and software design technologies for Internet of Things (IoT) and 5G, holding 28 patents and patents pending across five disruptive technology platforms [6] - The company's technologies aim to address significant challenges in hardware and software design and production, potentially reducing costs, development timelines, and energy usage while enhancing range, speed, efficiency, and security [6] Offering Details - Univest Securities, LLC announced the closing of a registered direct offering for Focus Universal Inc., involving the sale of 3,750,000 shares priced at $0.32 per share, resulting in gross proceeds of approximately $1.2 million [1][2] - The offering was conducted under a shelf registration statement filed with the SEC, which was declared effective on November 16, 2021 [3] Financial Services Provider - Univest Securities, LLC, established in 1994 and a member of FINRA and SIPC, offers a range of financial services including brokerage, investment banking, and wealth management, focusing on long-term client relationships [5]

Technology and Innovation - Focus Universal Inc. has developed five proprietary technologies aimed at solving fundamental issues in the IoT industry, including a faster 5G cellular technology and ultra-narrowband power line communication[78]. - The company holds 28 patents and patents pending, focusing on increasing chip integration and reducing production costs through its Universal Smart Technology[78]. - The Shenzhen subsidiary has completed designs for several sensors, including a TDS meter and carbon dioxide sensor, which are expected to be cost-effective compared to existing market options[81]. - The Ubiquitor device integrates multiple digital sensors into one platform, aiming to reduce production costs and development efforts for new sensor products[86]. - The company’s proprietary ultra-narrowband PLC technology aims to provide a cost-effective communication infrastructure for IoT devices[104]. - The company has 18 pending U.S. nonprovisional patent applications and 9 issued U.S. patents, indicating a strong focus on intellectual property development[108]. Product Development and Marketing - A new line of products is set to be launched, phasing out traditional lower-margin products, with a focus on controlled agriculture and home automation industries[79]. - The U.S.-based sales team is actively marketing Smart AVX-branded products, including large format multimedia touch screens and surveillance camera systems[80]. - Smart AVX-branded products include LED audio-visual panel products and VOIP phone services, targeting various commercial applications[90][94]. - The company aims to enhance its product offerings by integrating core technologies across its Smart AVX-branded equipment, facilitating unified collaboration across different technologies[89]. - The company is developing a Microsoft-based software to automate SEC reporting processes, with plans to commercialize it in Q4 2024 or Q1 2025[82]. - A complementary office automation software product is 80% complete, designed to streamline financial report preparation for CPAs and auditors[83]. Financial Performance - Consolidated gross revenue for the three months ended June 30, 2024, was $19,753, a decrease of $195,638 compared to $215,391 for the same period in 2023[118]. - Cost of revenue for the three months ended June 30, 2024, was $31,834, down from $149,259 in 2023, resulting in a decrease of $117,425[118]. - Gross profit for the three months ended June 30, 2024, was a loss of $12,081, compared to a profit of $66,132 in 2023, reflecting a decrease of $78,213[118]. - Revenue for the six months ended June 30, 2024 was $238,911, a decrease of $212,575 compared to $451,486 for the same period in 2023[127]. - Cost of revenue for the six months ended June 30, 2024 was $251,191, down from $330,003 in 2023, resulting in a gross loss of $(12,280) compared to a profit of $121,483 in 2023[127]. - Net losses for the six months ended June 30, 2024 were $2,680,703, compared to $2,132,409 for the same period in 2023[132]. Operating Expenses - Total operating expenses for the six months ended June 30, 2024 were $2,686,667, an increase of $252,724 from $2,433,943 in 2023[129]. - Selling expenses for the six months ended June 30, 2024 were $74,925, nearly unchanged from $74,934 in 2023[129]. - Research and development costs increased to $639,525 for the six months ended June 30, 2024, compared to $619,473 in 2023[130]. - Professional fees rose significantly to $707,032 in the six months ended June 30, 2024, up from $373,964 in 2023, attributed to increased legal fees[130]. - General and administrative expenses increased to $1,153,137 for the six months ended June 30, 2024, compared to $804,635 in 2023[130]. Market Trends and Projections - The IoT installation service experienced a reduction in the number of projects in 2024, contributing to the decline in revenue[118]. - The IoT sensors market is projected to reach $26 billion by 2026, up from $11.1 billion in 2022, indicating significant growth potential[115]. - Overall enterprise IoT spending increased to $201 billion in 2022, reflecting a growth rate of 21.5%[115]. - The rising need for reliable high bandwidth communication for IoT devices is expected to grow to $664.75 billion by 2028, driven by 5G services[115]. Financial Position - Current assets as of June 30, 2024 were $654,329, down from $1,028,278 as of December 31, 2023, resulting in negative working capital of $(3,009,412)[133]. - Cash outflows from operating activities for the six months ended June 30, 2024 were $(1,721,946), compared to $(1,606,739) in 2023[135]. - As of June 30, 2024, there were no off-balance-sheet arrangements reported by the company[141]. - The company qualifies as a smaller reporting company under Rule 12b-2 of the Exchange Act[141]. - The company is not required to provide quantitative and qualitative disclosures about market risk[141].