Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2022, Focus Universal Inc. (the "Company") entered into an At the Market Sales Agreement (the "Sales Agreement") with Sutter Securities, Inc., as sales agent (the "Agent"), to sell shares of its common stock, $0.001 par value per share (the "Common Stock"), having an aggregate offering price of up to $25,000,000 (the "Shares") from time to time through an "at the market offering" (the "ATM Offering") as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act").

The offer and sale of the Shares will be made pursuant to the Company's effective "shelf" registration statement on Form S-3 and an accompanying base prospectus contained therein (File No. 333-260180) filed with the U.S. Securities and Exchange Commission ("SEC") on October 8, 2021 and declared effective by the SEC on November 16, 2021. On December 9, 2022, the Company filed a prospectus supplement with the SEC relating to the offer and sale of up to $25,000,000 of Common Stock in the ATM Offering.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Subject to the terms and conditions of the Sales Agreement, the Agent will use its reasonable best efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable law and regulations. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon notice to the other party in accordance with the terms of the Sales Agreement, suspend the offering of the Shares for any reason and at any time.

The Company has agreed to pay the Agent a commission for its services in acting as agent in the sale of the Shares in the amount of 3.0% of the aggregate gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Agent with customary indemnification and contribution rights.

The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full Sales Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The legal opinion of Wilson Bradshaw LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares is filed herewith as Exhibit 5.1 .

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.  Description

5.1            Opinion of Wilson Bradshaw LLP.
10.1           At the Market Sales Agreement, dated December 9, 2022, with Sutter
             Securities, Inc.
23.1           Consent of Wilson Bradshaw LLP   (included in the opinion filed as
             Exhibit 5.1).
104          Cover Page Interactive Data File (embedded within the inline XBRL
             document)








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