Focus Universal (NASDAQ: FCUV) lifts equity via conversions and $4M deal

Rhea-AI Filing Summary

Focus Universal Inc. reports that it now believes it meets Nasdaq’s minimum stockholders’ equity requirement of at least $2.5 million for continued listing under Nasdaq Listing Rule 5550(b)(1).

The company previously sold 8,236 shares of Series B Convertible Preferred Stock. Holders converted 5,216 of those shares into 665,328 shares of common stock, and the remaining preferred shares held by Great Point Capital LLC were redeemed under an April 13, 2026 agreement for $961,860 in cash.

Separately, Focus Universal closed a $4,000,000 private placement with Armistice Capital Master Fund Ltd., issuing a Pre-Funded Warrant for up to 1,117,318 common shares at a nominal exercise price of $0.00001 per share, plus Series A and Series B Common Warrants for up to 1,117,318 shares each at an exercise price of $3.33. As of this filing, the Pre-Funded Warrant has been fully exercised, further increasing common shares outstanding and contributing to the company’s equity position. The company believes it is currently in compliance with Nasdaq’s listing standards.

Positive

• Nasdaq equity compliance restored: The company believes its stockholders’ equity is now at least $2.5M, satisfying Nasdaq Listing Rule 5550(b)(1) for continued listing on the Nasdaq Capital Market.
• Capital raised and balance sheet simplified: A $4,000,000 private placement and full exercise of a 1,117,318-share Pre-Funded Warrant added equity, while all Series B Convertible Preferred Stock has either been converted or redeemed.

Negative

• Share dilution from conversions and warrants: Converting 5,216 preferred shares into 665,328 common shares and fully exercising a 1,117,318-share Pre-Funded Warrant materially increases common shares outstanding, with additional potential dilution from 2,234,636 common warrant shares at a $3.33 exercise price.

Insights

Equity & listing standards analyst

Financing, conversions and warrant exercises help restore Nasdaq equity compliance.

Focus Universal indicates that preferred stock conversions, a full preferred redemption and a $4,000,000 warrant-based financing have raised stockholders’ equity to at least $2.5M, the threshold for Nasdaq Capital Market compliance under Listing Rule 5550(b)(1). This directly addresses prior equity deficiencies.

The mechanics combine non-cash conversion (5,216 preferred shares into 665,328 common shares) with cash flows: $961,860 paid to redeem remaining Series B preferred and cash received from Armistice in the private placement. The Pre-Funded Warrant for 1,117,318 shares has been fully exercised, turning that instrument into common equity.

Going forward, the main overhang is the Series A and Series B Common Warrants, each for up to 1,117,318 shares at $3.33 per share, which could lead to further dilution if exercised. The filing emphasizes current compliance with Nasdaq’s equity rule; subsequent filings may clarify how warrant exercises and equity levels evolve over future reporting periods.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Nasdaq equity requirement: $2.5M stockholders’ equity Series B preferred converted: 5,216 shares Common stock issued on conversion: 665,328 shares +5 more

8 metrics

Nasdaq equity requirement $2.5M stockholders’ equity Minimum required under Nasdaq Listing Rule 5550(b)(1)

Series B preferred converted 5,216 shares Converted into 665,328 shares of common stock

Common stock issued on conversion 665,328 shares Issued upon Series B preferred conversion

Preferred redemption amount $961,860 Redemption of remaining Series B preferred at $782 per share

Private placement size $4,000,000 Warrant-based financing with Armistice Capital Master Fund Ltd.

Pre-Funded Warrant shares 1,117,318 shares Common shares at $0.00001 exercise price, fully exercised

Common warrant shares 2,234,636 shares Series A and B Common Warrants, 1,117,318 shares each at $3.33

Common warrant exercise price $3.33 per share Exercise price for both Series A and Series B Common Warrants

Key Terms

Series B Convertible Preferred Stock, Pre-Funded Warrant, Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, +2 more

6 terms

Series B Convertible Preferred Stock financial

"the Company entered into a securities purchase agreement to sell 8,236 shares of the Company’s Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Pre-Funded Warrant financial

"the Company issued Armistice a Pre-Funded Warrant to purchase up to 1,117,318 shares"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Nasdaq Listing Rule 5550(b)(1) regulatory

"as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"it has stockholders’ equity of at least $2.5 million as required for continued listing"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

private placement financial

"the Company closed a $4,000,000 private placement (the “Warrant Offering”) with Armistice"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Common Warrant financial

"a Series A Common Warrant to purchase up to 1,117,318 shares of Common Stock"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 15, 2026

FOCUS UNIVERSAL INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-40770		46-3355876
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1515 West Cameron Avenue, Suite 210 West Covina, California		91790
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (626) 272-3883

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	FCUV	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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 8.01 Other Events.

Compliance with Nasdaq Stock Market Continued Listing Standards

Following the events summarized below, Focus Universal Inc. (the “Company”) believes, as of the date of this filing, that it has stockholders’ equity of at least $2.5 million as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 27, 2025, the Company entered into a securities purchase agreement to sell 8,236 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share. On or about April 6, 2026, the Company received notice from a majority of the holders of the outstanding shares of Series B Convertible Preferred Stock to convert an aggregate of 5,216 shares of Series B Convertible Preferred Stock (the “Series B Conversion”) into 665,328 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The remaining outstanding shares of Series B Convertible Preferred Stock were held by Great Point Capital LLC, and the Company entered into a redemption agreement dated April 13, 2026, with Great Point Capital LLC to redeem such remaining shares at a price of $782 per share for an aggregate amount of $961,860. As of the date of the Form 10-Q filed with the SEC on May 14, 2026, there are no shares of Series B Convertible Preferred Stock outstanding.

As previously disclosed in the Current Report on Form 8-K filed with the SEC on April 10, 2026, the Company closed a $4,000,000 private placement (the “Warrant Offering”) with Armistice Capital Master Fund Ltd. (“Armistice”). Pursuant to the Warrant Offering, the Company issued Armistice a Pre-Funded Warrant to purchase up to 1,117,318 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a nominal exercise price of $0.00001 per share (the “Pre-Funded Warrant”). Armistice also received (i) a Series A Common Warrant to purchase up to 1,117,318 shares of Common Stock with an exercise price of $3.33, which expires 24 months after its initial issuance date; and (ii) a Series B Common Warrant to purchase up to 1,117,318 shares of Common Stock at an exercise price of $3.33, which expires sixty (60) months after its initial issuance date. Subsequent to the closing of the Warrant Offering and until approximately May 15, 2026, the Company received several notices from Armistice to exercise its Pre-Funded Warrants. As of the date of this filing, the Pre-Funded Warrant has been exercised in its entirety.

Following the completion of the Series B Conversion and the Warrant Offering and the subsequent conversion to Common Stock, the Company believes, as of the date of this filing, that it has stockholders’ equity of at least $2.5 million as required for continued listing on The Nasdaq Capital Market under the Equity Rule.

As a result of the foregoing, the Company believes it is currently in compliance with Nasdaq’s listing standards.

2

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: May 26, 2026

	FOCUS UNIVERSAL INC.
	By:	/s/ Desheng Wang
	Name:	Desheng Wang
	Title:	Chief Executive Officer

3

FAQ

How did Focus Universal (FCUV) regain compliance with Nasdaq equity rules?

Focus Universal states its stockholders’ equity is now at least $2.5M, meeting Nasdaq Listing Rule 5550(b)(1). This followed converting Series B preferred stock into 665,328 common shares, redeeming remaining preferred shares for $961,860, and completing a $4,000,000 private placement with warrant exercises.

What happened to Focus Universal’s Series B Convertible Preferred Stock?

Holders elected to convert 5,216 Series B Convertible Preferred shares into 665,328 common shares. The remaining Series B shares, held by Great Point Capital LLC, were redeemed at $782 per share for a total of $961,860. The company reports no Series B preferred shares remain outstanding.

What are the key terms of Focus Universal’s $4,000,000 private placement?

The company completed a $4,000,000 private placement with Armistice Capital Master Fund Ltd. It issued a Pre-Funded Warrant for up to 1,117,318 common shares at $0.00001 per share and Series A and B Common Warrants for up to 1,117,318 shares each at a $3.33 exercise price.

Has the Pre-Funded Warrant issued by Focus Universal been exercised?

Yes. Focus Universal reports that the Pre-Funded Warrant to purchase up to 1,117,318 common shares at a nominal $0.00001 exercise price has been exercised in full as of the filing date, increasing common equity and supporting its Nasdaq compliance position.

What dilution risk remains for Focus Universal (FCUV) shareholders from outstanding warrants?

The company has outstanding Series A and Series B Common Warrants, each allowing Armistice to buy up to 1,117,318 common shares at $3.33 per share. If exercised, these could significantly increase the share count, adding further dilution on top of recent conversions.

Why is the $2.5 million stockholders’ equity level important for Focus Universal?

Nasdaq Listing Rule 5550(b)(1) requires at least $2.5M in stockholders’ equity for continued listing on the Nasdaq Capital Market. Focus Universal’s belief that it meets this threshold indicates it currently satisfies this key quantitative listing standard and reduces delisting risk.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB