S-1/A: Focus Universal Files S-1/A for Resale of 10.5M Shares

Sentiment:

Amendment to Registration Statement 16 December 2025 5:14 PM

Focus Universal Inc. filed an S-1/A registration statement for the resale of up to 10.5 million common shares by selling stockholders, following recent preferred stock conversions and capital raises.

Delay expectedThe second closing for the purchase of $1,000,000 of Series B Preferred Stock was contingent on the company filing (a) a registration statement on Form S-1, and (b) an information statement with the SEC. This closing occurred on December 15, 2025, after the filing of the S-1/A and information statement, indicating a delay from the initial agreement date of October 21, 2025.The final closing for the purchase of $3,000,000 of Series B Preferred Stock is contingent on (a) such registration statement being declared effective by the SEC, and (b) the information statement becoming effective, which has not yet occurred as of the filing date, indicating a further delay in receiving the full $7,000,000 from the Series B private placement.The company hereby amends this registration statement to delay its effective date until a further amendment is filed or the SEC determines effectiveness.

Capital raisePrivate Placement of Series B Convertible Preferred Stock: Up to $7,000,000 (8,236 shares) at $850.00 per share (15% original issue discount from $1,000 stated value). The first closing for $3,000,000 occurred on October 21, 2025, and the second closing for $1,000,000 occurred on December 15, 2025. The final $3,000,000 is contingent on S-1 effectiveness.Securities Purchase Agreement with Alumni Capital LP (November 16, 2024): Grants the company the right, but not the obligation, to cause Alumni Capital LP to purchase up to $20,000,000 common stock until November 16, 2027. As of September 30, 2025, $822,501 has been received for 262,692 shares.Shareholder approval (October 2, 2025, and October 10, 2025): Authorized the issuance of up to $250 million in securities in one or more non-public offerings, with a maximum discount of 30% to market price, within 90 days of the 14C Information Statement.Private Placement of Series A Preferred Stock (October 15, 2025): $3,000,000 was raised from Chairman Edward Lee and another shareholder, which was subsequently converted into 825,000 shares of restricted common stock on November 17, 2025.

Worse than expectedNet loss significantly increased to $3,923,401 for the nine months ended September 30, 2025, from $1,238,776 in the prior year.Revenue decreased by 4.03% for the nine months ended September 30, 2025, compared to the same period in 2024.Gross profit decreased by 87.9% for the nine months ended September 30, 2025, due to lower sales volume and higher cost of revenue.Working capital dramatically declined from $2,969,388 at December 31, 2024, to $65,439 at September 30, 2025.Cash and cash equivalents decreased by over $3.1 million in the nine months ended September 30, 2025.The company continues to operate with a substantial accumulated deficit and negative cash flow from operations, raising substantial doubt about its ability to continue as a going concern.

Summary

Focus Universal Inc. filed an S-1/A registration statement for the resale of up to 10,558,975 shares of common stock by selling stockholders, with no proceeds going to the company from these sales.
The company is developing five proprietary platform technologies for the Internet of Things (IoT) industry: Device on a Chip (DoC), 5G Ultra-narrowband (UNB), Ultra-narrowband Power Line Communication (PLC), Natural Integrated Programming Language (NIPL), and Universal Smart Instrumentation Platform (USIP).
Focus Universal also offers SEC financial reporting automation software, 'One Touch Financial,' which it plans to commercialize in 2025.
For the nine months ended September 30, 2025, the company reported a net loss of $3,923,401, a significant increase from $1,238,776 in the same period of 2024.
Revenue for the nine months ended September 30, 2025, decreased to $254,274 from $264,954 in 2024, while cost of revenue substantially increased to $237,754 from $127,686.
The company's working capital dramatically decreased from $2,969,388 at December 31, 2024, to $65,439 at September 30, 2025.
Cash and cash equivalents declined from $3,589,318 at December 31, 2024, to $410,884 at September 30, 2025.
The company has identified significant deficiencies in its internal control over financial reporting, including limited segregation of duties and reliance on inexperienced staff.
Focus Universal faces substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows from operating activities.
The company recently completed the first two closings of a Series B Preferred Stock private placement, raising $4,000,000, and previously raised $3,000,000 from Series A Preferred Stock which has since converted to common stock.

Sentiment

Score: 3

Explanation: The company faces severe financial distress, marked by significantly increasing net losses, declining revenue, and a drastic reduction in working capital and cash. The 'going concern' warning is a critical red flag. While there are ongoing capital raises and technological developments, the financial performance is a major concern, indicating a high-risk profile.

Positives

Development of five proprietary platform technologies (DoC, 5G+, UNB PLC, NIPL, USIP) aimed at solving fundamental IoT industry problems.
Holds 27 patents and patents pending, providing a competitive advantage in its technology sectors.
Successful internal testing of ultra-narrowband PLC technology, achieving 4 Mbps at less than 1000 Hz bandwidth without significant interference, outperforming legacy PLC technology.
Development of 5G+ ultra-narrowband technology with potential speeds of 64 to 256 Mbps per subcarrier, aiming to increase speed and reduce subcarriers in 5G networks.
Completion of SEC financial reporting automation software, 'One Touch Financial,' with plans for commercialization in 2025, aiming for error-free, seamless processes and significant cost/time savings.
Raised $3,000,000 from Series A Preferred Stock placement in October 2025, which has since been converted to 825,000 common shares.
Completed the first two closings of a Series B Preferred Stock private placement, raising $4,000,000, with a further $3,000,000 contingent on registration statement effectiveness.
Regained compliance with Nasdaq's minimum bid price requirement ($1.00 per share) on February 20, 2025.
Strategic growth plan includes mergers and acquisitions to expand market segments and acquire new technologies/personnel.
Building a U.S.-based sales team to market Smart AVX-branded product lines.

Negatives

History of operating losses and an accumulated deficit of $29,705,709 as of September 30, 2025.
Substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flow from operating activities.
Net loss significantly increased to $3,923,401 for the nine months ended September 30, 2025, from $1,238,776 in the prior year.
Revenue decreased by $10,680 (4.03%) for the nine months ended September 30, 2025, compared to the same period in 2024.
Cost of revenue significantly increased by $110,068 (86.2%) for the nine months ended September 30, 2025, leading to an 87.9% decrease in gross profit.
Working capital dramatically decreased from $2,969,388 at December 31, 2024, to $65,439 at September 30, 2025.
Cash and cash equivalents decreased by over $3.1 million from December 31, 2024, to September 30, 2025.
Identified significant deficiencies in internal control over financial reporting, including limited segregation of duties and reliance on inexperienced staff.
Received a Nasdaq notice on June 30, 2025, for failing to meet the Market Value of Listed Securities (MVLS) rule ($35,000,000), with a compliance deadline of December 29, 2025.
Dependence on key personnel (CEO Desheng Wang and Chairman Edward Lee) and potential difficulties in attracting replacements due to limited financial resources.
Outsourcing product manufacturing, particularly key elements of quantum light meters and air filters, to a single manufacturing partner (Tianjin Guanglee) without a formal contractual relationship, posing quality and supply risks.
Operating in China exposes the company to intellectual property protection risks and international taxation complexities.
The company does not currently have product liability insurance for its products, which could lead to significant asset depletion in case of claims.
Four pending legal proceedings, including employment litigation and a breach of contract claim, which could have a material impact.

Risks

History of operating losses and going concern basis, with no guarantee of future profitability.
Requirement for significant funding (up to $20 million for Ubiquitor) with no guarantee of obtaining it on favorable terms.
Uncertainty regarding the size and future growth of the market for Ubiquitor and PLC technology, potentially smaller than estimated.
Risk of Ubiquitor device failing to gain market traction due to lack of acceptance, supplier issues, manufacturing delays, competition, or intellectual property claims.
Inability to properly forecast future product demand, leading to production levels not meeting demands or excess inventory.
Failure to respond to rapid changes in technology markets could lead to revenue loss and harm competitive position.
Susceptibility to problems with outsourced manufacturing, including procurement, decreasing quality, reliability, and intellectual property protection, especially in China.
Reliance on a single manufacturing partner (Tianjin Guanglee) for key elements of quantum light meters and air filters without a formal contract.
Internal system or service failures, including cybersecurity incidents, could disrupt operations, lead to loss of confidential information, and damage reputation.
Changes in tariffs, import/export restrictions, or Chinese regulations could reduce gross margins.
Dependence on key personnel, Desheng Wang (CEO) and Edward Lee (Chairman), with difficulties in attracting replacements if they leave.
Risks associated with diversifying away from a single dominant customer in the sensor segment.
Price fluctuations and availability problems for raw materials used in air filtration and Ubiquitor devices.
Wireless network limitations (cost, range, interference, security, speed) may reduce the competitive advantage of Ubiquitor and USIP.
Uncertainty of market adaptation to smartphone readouts as a substitute platform for sensor devices.
Product liability risks due to design, manufacture, and sale of products, exacerbated by lack of product liability insurance.
Inability to identify suitable acquisition targets or successfully implement a growth strategy reliant on mergers and acquisitions.
Risk of intellectual property licensees becoming competitors.
Only two officers (CEO and CFO) have public company experience, potentially impacting compliance with U.S. securities laws.
Conflicts of interest due to officers, directors, consultants, and advisors being involved in other businesses.
Significant deficiencies in internal control over financial reporting, including limited segregation of duties and inexperienced staff, which could lead to material misstatements.
Executive officers and directors collectively control a significant majority (over 49%) of voting power, potentially leading to decisions not aligned with other shareholders.
Requirements of being a public company may strain resources and distract management.
Increasing competition in the IoT market and smart home installation business.
Risk of not being able to integrate the Ubiquitor device into the smart home installation business, affecting competitive differentiation.
Common stock is subordinated to preferred stock (Series A and Series B).
Potential for manipulative/illegal short selling practices to depress share price.
Increase of free trading shares or perception of future sales could cause stock price to fall substantially.
Future issuance of capital stock and derivative securities could dilute existing shareholders.
Redemption rights of Series B Preferred Stock starting January 19, 2026, could require the company to meet obligations in cash or find a third party purchaser.
No intention to pay dividends, limiting ways for investors to gain from investment.
Risk of not maintaining Nasdaq continued listing standards (e.g., MVLS rule), leading to delisting.

Future Outlook

The company plans to commercialize its SEC financial reporting software in 2025 and intends to phase out lower-margin products to launch new technology product lines in phases. Over the next three years, it aims to raise capital for sales and marketing, partner with manufacturers to promote Ubiquitor adoption, acquire market share in sensor devices, continue R&D on PLC technology, build smart home offerings, file additional patents, and commercialize its financial reporting software under a SaaS model. The strategy involves a two-phase approach, targeting the industrial sector first, then expanding to consumer and residential markets for continuous and increasing revenue growth.

Management Comments

We believe that IoT will soon reach a critical limit; we do not have enough human labor and natural resources to support its growth. Twenty billion IoT devices challenge existing resources. To address these challenges, we have developed the technology and products described below.
Our internal testing suggests that a single 5G+ subcarrier wave has the potential to provide speeds of 64 to 256 Mbps.
Our goal is to increase the speed of 5G networks while simultaneously reducing the number of subcarriers.
According to our internal testing, our ultra-narrowband PLC technology can send and receive data without the customary interference that occurs in standard office and residential environments, achieving speeds of 4 Mbps at a bandwidth of less than 1000 Hz.
We believe our USIP will revolutionize the field of instrumentation, measurement, control, and automation.
Our testing against the state-of-the-art sensors on the market suggests to us that the new sensors are at least as good as the best quality sensors on the market. However, we believe that our sensors are more cost effective.
We believe the software will significantly simplify the Form 10-Q and Form 10-K preparation processes and make creating, editing and managing documents both simple and accurate. We are planning to commercialize this software in 2025.
Management estimates that with this product what once took weeks of manual work can now be completed in minutes (referring to financial reporting software).
We believe hardware cost reductions of up to 90% have been achieved (regarding universal smart technology applied to existing devices).
We believe universal wireless smart technology will play a critical role for traditional instrument manufacturers, as currently the undertaking of an IoT project is simply too expensive and difficult to develop for medium or smaller companies and carries a 75% failure rate according to Cisco Systems.

Industry Context

The company operates within the rapidly expanding IoT market, which is projected to reach 50 billion devices by 2030, yet faces challenges such as resource limitations and high project failure rates. Focus Universal aims to address these by offering innovative solutions like Device on a Chip and ultra-narrowband technologies for 5G and Power Line Communication, which could reduce costs and simplify integration. Its SEC financial reporting software targets a growing market, estimated to reach $36.6 billion by 2030, driven by demand for efficiency and compliance. In smart home installations, the company seeks to differentiate itself in a competitive landscape by offering more cost-effective, customizable, and interoperable systems compared to established players. The company's air filtration products also benefit from the growing industrial air filtration market, driven by stricter environmental regulations.

Comparison to Industry Standards

Our Device on a Chip (DoC) technology shifts integration from the component level directly to the device level, which is a more advanced approach compared to existing IC integration in IoT devices that primarily focuses on hardware-to-hardware integration.
Our 5G+ ultra-narrowband technology aims to provide speeds of 64 to 256 Mbps with a single subcarrier wave, significantly more efficient than current 5G technology which requires 3,276 subcarrier waves for its speeds.
Our ultra-narrowband Power Line Communication (PLC) technology demonstrates superior interference resistance, achieving 4 Mbps at less than 1000 Hz bandwidth even with six industrial blowers, whereas competitors' legacy PLC technology is rendered useless by a single hair dryer.
Our new sensors (TDS, carbon dioxide, quantum PAR, total dissolved oxygen) are internally tested to be at least as good as the best quality sensors on the market, while also being more cost-effective.
Our SEC financial reporting software, 'One Touch Financial,' aims to be superior to competitors like Workiva, ActiveDisclosure, Datarails, and Carta by offering substantially cheaper pricing and rapid, accessible, and straightforward implementation as a Microsoft-based add-on.
Our smart home installation business, through AVX, aims to distinguish itself from competitors like Crestron ($20,000-$100,000 per installation) and Control4 ($20,000-$40,000 per installation) by offering substantially lower prices, more customization, and interoperability, contrasting with Vivint Smart Home's security-only focus.
Our Universal Smart Instrumentation Platform (USIP), utilizing a smartphone as the output display, is designed to replace traditional, wired stand-alone instruments at a fraction of their cost, unlike products from competitors such as Hanna Instruments or Extech Instruments which are not smartphone compatible and are more expensive.
Monnit Corporation's web-based wireless sensors are often not portable due to power consumption, have slow real-time updates, and may have security concerns, requiring monthly fees, which our Ubiquitor aims to overcome with its efficient and cost-effective approach.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Operations Officer	NA	To be onboarded	Near future	Company is looking to onboard a Chief Operations Officer.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Control Deficiencies	Identified significant deficiencies and material weaknesses in internal control over financial reporting for the years ended December 31, 2024, and 2023, including limited segregation of duties, inability to implement IT access controls, reliance on inexperienced staff for financial reporting, and difficulties in timely identifying operational and disclosure transactions.	As of December 31, 2024	Could result in material misstatements of financial statements and adversely impact the ability to provide timely and accurate financial information, potentially leading to regulatory actions and loss of investor confidence.
Board Expertise	Members of the Board of Directors are inexperienced with U.S. GAAP and the related internal control procedures required of U.S. public companies.	NA	Contributes to deficiencies in internal control over financial reporting and may hinder effective oversight of financial matters.
Internal Audit Function	Internal audit function is significantly deficient due to insufficient qualified resources to perform internal audit functions.	NA	Weakens the overall control environment and increases the risk of financial misstatements not being detected.
Ownership Concentration	Executive officers and directors collectively own over 49% of the outstanding shares of common stock, giving them significant influence over corporate transactions and management.	As of December 16, 2025	May result in corporate decisions that differ from the interests of other stockholders and could impede or prevent a change in control.

Legal Proceedings

Ian Patterson vs. Company, et al.: Filed May 5, 2020, in Superior Court for Los Angeles County, alleging discrimination, wrongful termination, retaliation, and California Labor Code violations. Seeks unspecified economic and non-economic losses and attorneys' fees. Motion for summary judgment set for June 17, 2025. Trial set for August 6, 2025.
Devesa Sarria vs. Company: Filed May 13, 2020, in Superior Court for Los Angeles County, alleging discrimination, wrongful termination, retaliation, and California Labor Code violations. Seeks unspecified economic and non-economic losses and attorneys' fees. Trial set for August 13, 2025.
Former software engineer vs. Perfecular Inc.: Filed August 26, 2024, in Superior Court for San Bernardino County, alleging wrongful termination and California Labor Code violations. Seeks unspecified economic and non-economic losses and attorneys' fees. Case stayed until status conference on September 17, 2025.
MGR Real Estate, Inc. vs. Company: Filed October 28, 2024, in Superior Court of California, San Bernardino County, alleging breach of contract and declaratory relief related to a property listing agreement. Seeks minimum damages of $373,025 plus 10% interest. The company is negotiating a resolution.

Related Party Transactions

Loans with Golden Sunrise Investment LLC (owned by two shareholders collectively owning ~19% of shares): A $1,000,000 loan on September 7, 2023, and an additional $300,000 loan on March 5, 2024, both at 12% annual interest. Principal and interest ($1,300,000 + $28,208) were paid off on July 3, 2024, from proceeds of a property sale.
Loan with CEO Desheng Wang: A two-year loan agreement for $300,000 on April 2, 2024, increased to $801,000, at 12% annual interest. Principal and interest ($801,000 + $19,501) were paid off on July 9, 2024.
Private Placement of Common Stock (September 18, 2024): CEO Desheng Wang and Chairman Edward Lee each purchased 100,000 shares of common stock for $300,000 each ($3.00 per share). The company recorded a stock compensation cost of $340,000 related to this issuance due to the trading price being $4.70 at issuance.
Private Placement of Series A Preferred Stock (October 15, 2025): Chairman Edward Lee purchased 500,000 shares for $2,000,000, and another shareholder purchased 250,000 shares for $1,000,000. These were converted to 825,000 shares of restricted common stock on November 17, 2025, with Edward Lee receiving 550,000 shares.

Stakeholder Impact

Shareholders face potential significant dilution from the conversion of Series B Preferred Stock (up to 10,558,975 shares) and future capital raises (up to $250 million). The company's ongoing losses and going concern doubt pose a substantial risk to investment value. Nasdaq delisting risk could further reduce liquidity. The concentration of ownership by management (over 49%) could limit the influence of other shareholders. No dividends are expected.
Employees may be impacted by the company's financial instability and dependence on key personnel. Stock-based compensation is a component of executive pay, but overall financial health affects job security and future compensation prospects.
Customers could benefit from new IoT technologies and financial reporting software designed for cost-effectiveness and efficiency. However, product liability risks and manufacturing outsourcing issues could impact product quality and reliability, potentially affecting customer satisfaction and adoption.
Suppliers face risks due to the company's reliance on a single manufacturing partner without a formal contract, which could lead to supply chain disruptions. Price fluctuations in raw materials could also affect the company's ability to maintain favorable terms.
Creditors face elevated risk due to the company's going concern doubt, recurring losses, and negative cash flows. The redemption rights of Series B Preferred Stock could create significant cash obligations that the company may struggle to meet.

Next Steps

Commercialize the SEC financial reporting software in 2025.
Launch a new line of technology products in phases, layering increasing amounts of technology.
Build a U.S.-based sales team to market Smart AVX-branded product lines.
Partner with manufacturers and promote the adoption of the Ubiquitor device in a USIP.
Acquire a stable market share of the sensor device market.
Continue performing research and development on PLC technology.
Focus on building smart home offerings to reduce implementation costs and expand beyond luxury homes.
File additional patents to expand the intellectual property portfolio related to the Ubiquitor device.
Commercialize the financial reporting software under a Software as a Service (SaaS) model.
File patents to protect PLC technology.
Address significant deficiencies in internal control over financial reporting by hiring additional personnel and implementing ongoing training.
Regain compliance with Nasdaq's Market Value of Listed Securities (MVLS) rule by December 29, 2025.
Resolve pending legal proceedings.
The final $3,000,000 closing of the Series B Preferred Stock private placement is contingent on the S-1 registration statement being declared effective by the SEC and the information statement becoming effective.

Key Dates

Date	Description
2012-12-04	Company incorporated in Nevada.
2013-12-01	Filed S-1 registration statement.
2014-03-14	S-1 registration statement became effective; securities traded on OTCQB Market.
2015-10-21	Dr. Edward Lee appointed director.
2018-06-08	Michael Pope and Carine Clark appointed directors.
2019-11-15	Dr. Lee resigned as President and was appointed as Chairman of the Board of Directors.
2021-08-30	Last day securities traded on OTCQB Market.
2021-08-31	Securities began trading on Nasdaq Capital Market.
2021-12-23	Focus Shenzhen subsidiary founded in China.
2022-02-11	Company entered into restricted stock award agreements with eight employees.
2022-08-10	Sean Warren appointed director.
2022-11-01	Patent number 11,488,468 issued.
2022-11-18	Irving Kau appointed CFO.
2023-01-16	Focus Universal (Shenzhen) Technology Co. LTD entered into a 36-month commercial lease.
2023-02-01	Shenzhen commercial lease commenced.
2023-02-22	Focus Universal (Shenzhen) Technology Co. LTD entered into another 36-month commercial lease.
2023-03-23	Company issued 2,159,216 shares of common stock as a dividend (1-for-2 stock dividend).
2023-03-31	Second Shenzhen commercial lease commenced.
2023-04-03	U.S. Patent No. 11580558 and U.S. Patent Application No. 11546017 issued/notified.
2023-09-07	Company entered into a $1,000,000 loan agreement with Golden Sunrise Investment LLC.
2024-01-02	Board authorized a revolving credit facility up to $5 million; each Board member granted 2,250 options.
2024-01-09	Company accepted first $300,000 tranche of loan with third-party private lender.
2024-03-05	Company entered into an addendum to the loan agreement with Golden Sunrise Investment LLC for an additional $300,000.
2024-04-02	Company entered into a two-year loan agreement with CEO Desheng Wang for $300,000 (later increased to $801,000).
2024-04-30	Lusher Inc. subsidiary founded.
2024-05-11	Board approved eventual spin-off of Lusher Inc.
2024-06-01	Focus Universal (Shenzhen) Technology Co. LTD entered into a 12-month commercial lease.
2024-06-18	Company entered into a one-month loan agreement with a third party for $50,000.
2024-06-30	Received Nasdaq notice for falling below Market Value of Listed Securities (MVLS) rule.
2024-07-03	Company completed purchase agreement to sell its warehouse and land. Principal and interest of Golden Sunrise loan paid off.
2024-07-08	Company entered into a 12-month leaseback agreement for its Ontario, CA premises.
2024-07-09	Principal and interest of CEO Desheng Wang's loan paid off.
2024-07-19	Principal and interest of $50,000 third-party loan paid off.
2024-08-05	Tentative oral agreement to terminate employment of AT Tech Systems LLC segment manager and team members.
2024-08-21	Discontinued operations of AT Tech Systems LLC.
2024-08-26	Former software engineer filed action against Perfecular Inc.
2024-09-15	Company entered into a placement agency agreement with Univest Securities, LLC for a registered direct offering of 375,000 common shares.
2024-09-18	Company completed sale of 430,000 common shares in a private placement for $1,290,000.
2024-09-22	Last day securities traded on Nasdaq Global Market.
2024-09-23	Securities transferred for trading to Nasdaq Capital Market.
2024-10-28	MGR Real Estate, Inc. filed an action against the Company.
2024-11-16	Company entered into a Securities Purchase Agreement with Alumni Capital LP for up to $20,000,000 in common stock.
2024-11-29	Shareholders approved amendment to increase authorized common stock from 75,000,000 to 150,000,000.
2025-01-31	Effected a 1-for-10 reverse stock split.
2025-02-20	Regained compliance with Nasdaq's minimum bid price rule.
2025-03-21	First Lease Amendment extending lease until January 31, 2026.
2025-04-28	Alumni Capital LP purchased 94,825 shares of common stock for $381,224.
2025-07-11	Signed contract with Shenzhen Donghui Precision Mold Manufacturing Co. for mold tooling design for Universal Smart IoT.
2025-07-15	Alumni Capital LP purchased 25,000 common shares for $86,995.
2025-07-18	Alumni Capital LP purchased 142,867 common shares for $354,282.
2025-07-22	Began customer testing of fully automated SEC financial reporting software.
2025-09-15	Board and majority stockholders approved amendment to increase authorized shares to 1,000,000,000 common and 100,000,000 preferred.
2025-10-02	Board authorized digital asset treasury strategies, $250M securities issuance, and potential reverse stock split.
2025-10-10	Majority stockholders approved digital asset treasury strategies, $250M securities issuance, and potential reverse stock split.
2025-10-14	Launched Smart IoT apps in Apple and Google Play Stores.
2025-10-15	Company entered into Series A Preferred Stock Purchase Agreement for $3,000,000.
2025-10-17	Received $2,000,000 proceeds from Series A Preferred Stock.
2025-10-20	Filed Certificate of Designation of Series B Preferred Stock.
2025-10-21	Entered into Series B Preferred Stock Purchase Agreement for up to $7,000,000. First closing for $3,000,000 occurred.
2025-10-23	Received initial $3,000,000 proceeds from Series B Preferred Stock.
2025-10-27	14C Information Statement filed.
2025-10-31	Received $1,000,000 proceeds from Series A Preferred Stock.
2025-11-17	Amended and Restated Articles of Incorporation filed. Holders of Series A Preferred Stock elected to convert to common stock (825,000 shares issued).
2025-11-21	Series B Agreement amended to ensure conversion price adjusts for reverse splits.
2025-12-05	Amended and Restated Certificate of Designation of Series B Preferred Stock filed.
2025-12-15	Received $1,000,000 from Series B Preferred Investors (second tranche). Closing price of common stock was $3.65 per share.
2025-12-16	Date of this prospectus.
2025-12-29	Lock-up agreement expiration date for officers and certain 5% holders. Also, compliance date for Nasdaq MVLS rule.
2026-01-19	Start of initial 90-day Redemption Period window for Series B Preferred Stock.
2026-01-31	End of first Shenzhen commercial lease and extended Ontario lease.
2026-02-28	End of second Shenzhen commercial lease.
2026-04-01	Due date for CEO Desheng Wang's loan.
2026-07-01	Start of a 90-day Redemption Period window for Series B Preferred Stock.
2026-10-01	Start of a 90-day Redemption Period window for Series B Preferred Stock.
2026-12-01	Start of a 90-day Redemption Period window for Series B Preferred Stock.
2027-07-01	Start of a 90-day Redemption Period window for Series B Preferred Stock.
2027-10-01	Start of a 90-day Redemption Period window for Series B Preferred Stock.
2027-11-16	End date for Alumni Capital LP purchase agreement.
2027-12-01	Start of a 90-day Redemption Period window for Series B Preferred Stock.
2029-08-06	Expiration date for some stock options.
2030-12-10	Expiration date for some stock options.
2031-12-30	Expiration date for some stock options.
2032-12-30	Expiration date for some stock options.
2033-12-31	Expiration date for some stock options.
2034-12-31	Expiration date for some stock options.

Recommendation

strong sell

The company exhibits severe financial distress, marked by significantly increasing net losses, declining revenue, and a drastic reduction in working capital and cash. The 'going concern' warning is a critical red flag. While there are ongoing capital raises, they appear to be primarily for survival rather than robust growth, and the terms of the Series B Preferred Stock (variable conversion price, redemption rights) introduce further complexity and potential dilution. The identified material weaknesses in internal controls and multiple pending litigations add to operational and financial uncertainty. Despite promising technology developments, the current financial health and governance issues present an extremely high risk profile, making the stock a strong sell for any seasoned investor.

Keywords

IoT, Internet of Things, 5G, Ultra-narrowband, PLC, Power Line Communication, Ubiquitor, USIP, Smart Home, Financial Reporting Software, SEC Filing, S-1/A, Preferred Stock, Common Stock, Capital Raise, Nasdaq, FCUV, Technology, Sensors, Automation, Corporate Governance, Risk Factors, Financial Performance, Operating Losses, Going Concern, Intellectual Property, Manufacturing, Cybersecurity, Tariffs, Litigation, Dilution

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