FOCUS UNIVERSAL INC.

As filed with the Securities and Exchange Commission on December 8, 2025

Registration No. 333-[------]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code**(626)272-3883**

Registered Agent Solutions, Inc.

187 E Warm Springs Road, Suite B

Las Vegas, NV 89119

Tel: (888) 705-7274

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gilbert J. Bradshaw, Esq.

Corporate Securities Legal LLP

650 Town Center Drive, Suite 680

Costa Mesa, CA 92626

Tel: (917) 830-6517

Fax: (917) 791-8877

gil@securitieslegal.com

Approximate date of commencement of proposed resale to the public:

From time to time after this registration statement is declared effective.

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 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

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.

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. ☐

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 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.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION ON ______________, 2025

UP TO 10,558,975 SHARES OF COMMON STOCK

This prospectus relates to the resale by the selling stockholders identified in this prospectus or their permitted transferees (the “Selling Stockholders”) of up to an aggregate 10,558,975 shares of common stock, par value $0.001 per share (the “Common Stock”) of Focus Universal Inc., a Nevada Corporation (the “Company”, “Focus Universal”, “FCUV”, “our,” “us” or “we”), issuable upon conversion of 8,236 shares Series B Convertible Preferred Stock (the “Series B Preferred Stock”) issued and to be issued to certain investors (the “Investors”) pursuant to a securities purchase agreement dated October 21, 2025 (the “Private Placement”). The shares of Series B Preferred Stock will be issued and sold to Investors in up to three closings. The first closing for the purchase of $3,000,000 of Series B Preferred Stock occurred on October 21, 2025. The second closing for the purchase of $1,000,000 of Series B Preferred Stock to occur on the date the Company files (a) a registration statement on Form S-1, and (b) an information statement with the Securities and Exchange Commission (“SEC”). The final closing for the purchase of $3,000,000 of Series B Preferred Stock to occur within two (2) business days after (a) such registration statement is declared effective by the SEC, and (b) the information statement becomes effective. This prospectus registers the maximum number of the shares of Common Stock into which the shares of Series B Preferred Stock can be converted. See the section of this prospectus titled “Private Placement of Series B Preferred Stock” for a description of the transaction, and the section titled “Selling Shareholders” for more information on the Selling Stockholders. We will not receive any proceeds from the resale of our Common Stock.

The shares of Series B Preferred Stock, were each issued to the Investors in connection with private placement offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. See “Private Placement.”

As described herein, we are registering the shares of Common Stock on behalf of the Selling Stockholders who may resell from time to time up to 10,558,975 shares of Common Stock. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted to the Selling Stockholders pursuant to the Private Placement transaction.

The registration of the shares of our Common Stock covered by this prospectus does not necessarily mean that any shares of our Common Stock will be sold by any of the Selling Stockholders, and we cannot predict when or in what amounts any of the Selling Stockholders may sell any of our shares of Common Stock offered by this prospectus.

The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. Each Selling Stockholder may be considered an “underwriter” within the meaning of the Securities Act of 1933, as amended.

We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of the shares of Common Stock.

Our Common Stock is listed on the Nasdaq Capital Markets (the “Nasdaq”) under the symbol “FCUV”. The closing price of our Common Stock as of ______, 2025 was $ per share.

We are an “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company.

An investment in our common stock is speculative and involves a high degree of risk. Investors should carefully consider the risk factors and other uncertainties described in this prospectus before purchasing our common stock. See “Risk Factors” beginning on page 7.

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.

The date of this prospectus is December 8, 2025.

TABLE OF CONTENTS

i

AVAILABLE INFORMATION

This prospectus constitutes a part of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the “Registration Statement”) filed by us with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and related exhibits for further information with respect to Focus Universal Inc. and the securities offered hereby. With regard to any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC, in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

ii