Focus Universal Inc. Files 8-K with Material Agreements & Equity Sales

Ticker: FCUV · Form: 8-K · Filed: Oct 27, 2025 · CIK: 1590418

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-amendment

TL;DR

FOCUS files 8-K: material agreement, equity sales, and charter changes. Big moves happening.

AI Summary

Focus Universal Inc. filed an 8-K on October 27, 2025, reporting on events occurring on October 20, 2025. The filing indicates entry into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Focus Universal Inc., including potential new financing or strategic partnerships and changes to its corporate structure, which could impact its stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Focus Universal Inc.?

The filing indicates entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What type of equity securities were sold in the unregistered sale?

The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided text.

What specific amendments were made to Focus Universal Inc.'s articles of incorporation or bylaws?

The filing states that there were amendments to articles of incorporation or bylaws, but the exact nature of these amendments is not specified in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on October 20, 2025.

What is the principal executive office address for Focus Universal Inc.?

The principal executive office address for Focus Universal Inc. is 2311 East Locust Street, Ontario, California 91761.

Filing Stats: 2,372 words · 9 min read · ~8 pages · Grade level 13.3 · Accepted 2025-10-27 13:07:50

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. On October 27, 2025, Focus Universal Inc. (the " Company ") issued a press release announcing the closing of $10,000,000 in preferred equity. Private Placement of Series A Preferred Stock On or about October 20, 2025, the Company committed the sale of 750,000 shares of Series A Convertible Preferred Stock (the " Series A Preferred Stock ") in a private placement to Edward Lee, the Chairman of the Company's Board of Directors, as the lead investor and other accredited investors for an aggregate purchase price of $3,000,000, or $4.00 per share (the " Series A Private Placement "). In connection with the Series A Private Placement, on or about October 15, 2025, the Company entered into a subscription agreement with each investor, the form of which is included hereto as Exhibit 10.1, is incorporated by reference into this Item 3.02. The Series A Preferred Stock were offered and sold in a private placement to certain eligible investors pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). The Series A Preferred Stock have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to purchase, the Series A Preferred Stock in any jurisdiction in which such offer or solicitation would be unlawful. Private Placement of Series B Preferred Stock On or about October 21, 2025, the Company entered into a securities purchase agreement (the " Series B Agreement ") with private accredited investors (the " Investors ") the form of which is included hereto as Exhibit 10.2, is incorporated by reference into this Item 3.02. Pursuant to the terms and conditions of the Series B Agreement, the Investors committed t

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws. Certificate of Designation of Series A Preferred Stock On October 21, 2025, the Company filed a Certificate of Designation of Series A Preferred Stock (" Series A Designation ") that had the effect of designating 1,000,000 shares of its 5,000,000 authorized shares of preferred stock as Series A Preferred Stock (" Series A Preferred Stock "). The Series A Designation as filed with the Secretary of State of Nevada, which is included hereto as Exhibit 3.1, is incorporated by reference into this Item 5.03. Dividends Each share of Series A Preferred Stock will be entitled to receive dividends paid on and equal to the Company's common stock, par value $0.001 per share (" Common Stock ") when and if declared by the Board of Directors. Voting Rights The holders of Series A Preferred Stock have the voting rights as though the shares of Series A Preferred Stock have converted into Common Stock. In addition, as long as any shares of Series A Preferred Stock remain outstanding, the Series A Designation provides that the Company shall not, without the affirmative vote of holders of eighty percent (80%) of the then outstanding shares of Series A Preferred Stock, (a) amend, alter or repeal any provision of the Articles of Incorporation or the Bylaws as to adversely the designations, preferences, limitations, and relative rights of the Series A Preferred Stock or (b) effect any reclassification of the Series A Preferred Stock. Furthermore, the Company shall not amend, alter or repeal the Series A Designation without the affirmative vote of the holders of at least a majority of all outstanding shares of the Series A Preferred Stock, unless the Company needs to make a technical, corrective, administrative change that does not adversely affect the rights or preferences. Liquidation Rights; Rank Each share of Series A Preferred Stock ranks senior to the Company's Common Stock in liquidation. Conversion Rights

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series A, filed with the Secretary of State of Nevada on October 21, 2025 3.2 Certificate of Designation of Series B, filed with the Secretary of State of Nevada on October 20, 2025 10.1 Form of Series A Preferred Stock Subscription Agreement between the Company and certain purchasers, dated October 15, 2025 10.2 Form of Series B Preferred Stock Subscription Agreement between the Company and certain purchasers, dated October 21, 2025 10.3 Form of Registration Rights Agreement between the Company and certain purchasers of Series B Preferred Stock, dated October 21, 2025 10.4 Form of Placement Agent Agreement between the Company and Spartan Capital Securities, LLC, dated October 21, 2025 10.5 Form of Lock-Up Agreement, dated October 21, 2025 99.1 Press Release by Focus Universal Inc. dated October 27, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 5 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 27, 2025 FOCUS UNIVERSAL, INC. By: /s/ Desheng Wang Name: Desheng Wang Title: Chief Executive Officer 6

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