FOCUS UNIVERSAL INC.

Table of Contents

As filed with the Securities and Exchange Commission on April 23, 2026

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: (805) 807-2277

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 ______________, 2026

UP TO 3,351,954 SHARES OF COMMON STOCK

This prospectus relates to the resale by the selling stockholder identified in this prospectus or their permitted transferees (the “Selling Stockholder”) of up to an aggregate of 3,351,954 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”), issued or to be issued to the Selling Stockholder pursuant to the terms and conditions of the Securities Purchase Agreement, executed between the Company and Armistice Capital Master Fund Ltd. (“Armistice”) on April 6, 2026 (the “Purchase Agreement”). Under the terms of the Purchase Agreement, we agreed to sell to Armistice approximately $4,000,000 of shares of our Common Stock and warrants, all as described in more detail in the Private Placement and Selling Stockholders sections beginning on page 62 of this prospectus.

The Common Stock being offered by the Selling Stockholder and the Common Stock issuable upon exercise of the warrants are being registered hereunder pursuant to the terms of a registration rights agreement executed between the Company and Armistice on April 6, 2026 (the “Registration Rights Agreement”), where the Company committed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering all the shares of Common Stock which may be issued and sold to Armistice under the terms of the Purchase Agreement, or upon exercise of the warrants sold to Armistice under the terms of the Purchase Agreement. This prospectus registers the maximum number of the shares of Common Stock sold to Armistice or issuable to Armistice upon exercise in full of the warrants sold under the Purchase Agreement. See the section of this prospectus titled “Private Placement” for a description of the transaction, and the section titled “Selling Stockholders” for more information on the Selling Stockholder. We will not receive any proceeds from the resale of our Common Stock though we will receive proceeds from sale of our Common Stock to Armistice and upon the exercise of the warrants under the Purchase Agreement.

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 Stockholder, and we cannot predict when or in what amounts any of the Selling Stockholder may sell any of the shares of Common Stock offered by this prospectus.

The Selling Stockholder may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Please see the section entitled “Plan of Distribution” on page 64 of this prospectus for more information. For information on the Selling Stockholder, see the section entitled “Selling Stockholders” on page 59 of this prospectus. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock, including with regard to compliance with state securities or “blue sky” laws.

The Selling Stockholder 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 April 22, 2026 was $2.09 per share.

We are a “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 April 23, 2026.