UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in its Charter)
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Registrant’s Telephone Number, Including
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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:
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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. ☐.
| ITEM 1.01 | Entry into a Material Definitive Agreement |
As of August 18, 2022, each person or entity known by Focus Universal Inc. (the “Company”) to beneficially own more than five percent (5%) of any class of the Company’s outstanding shares (the “5% or Greater Stockholders”) has entered into a lock-up agreement with the Company (the “Lock-Up Agreement”) pursuant to which, among other things, the 5% or Greater Stockholders agree not to directly or indirectly, without the prior written consent of the Company, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer any shares of the Company’s common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by them) or securities convertible into or exercisable or exchangeable for the Company’s common stock until August 30, 2023.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are furnished with this Form 8-K:
| Exhibit No. | Description |
| 10.1 | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOCUS UNIVERSAL INC. | |
| Date: August 18, 2022 | By: /s/ Desheng Wang |
| Name: Desheng Wang | |
| Title: Chief Executive Officer |
| 3 |