[8-K] Focus Universal Inc. Reports Material Event

Rhea-AI Filing Summary

Focus Universal (Nasdaq: FCUV) reported results of its June 20 2025 annual shareholders’ meeting.
The quorum covered 5.56 M shares (78% of outstanding).

• Directors: all five nominees re-elected (>98% support).
• Auditor: Weinberg & Company ratified (99% approval).
• Common stock authorization: raised from 15 M to 25 M (67% increase).
• Preferred stock: new class of 5 M shares created.
• Say-on-pay: compensation approved; investors chose annual vote.

The expanded share capital provides funding flexibility but introduces potential dilution for current holders.

Positive

• Shareholders approved a 67% increase in authorized common shares, expanding capital-raising capacity
• Authorization of 5 million preferred shares gives the company additional financing options

Negative

• Additional share classes create potential dilution for existing holders
• Preferred shares could be deployed as an anti-takeover mechanism, limiting shareholder influence

Insights

Corporate Governance Expert

TL;DR: Share authorizations boost flexibility but raise dilution risk

The 67 % jump in authorized common stock and creation of 5 M preferred shares arm management with significant financing and anti-takeover tools. While this can back growth or acquisitions without immediate debt, it increases dilution risk and may entrench current leadership. Investors should track issuance pace, pricing and preferred terms to gauge per-share value impact.

Capital Markets Analyst

TL;DR: New equity headroom positions FCUV for future raises

Expanding total authorized shares to 30 M removes a previous capital constraint. Approval margins above 97 % suggest limited resistance to equity financing. Watch the structure of any preferred issuances—convertible features could materially alter float and valuation dynamics.

false 0001590418 0001590418 2025-06-20 2025-06-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 20, 2025

FOCUS UNIVERSAL INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-34780		46-3355876
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2311 East Locust Street Ontario, California		91761
(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 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2025, Focus Universal Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). The Company engaged Broadridge Financial Services, Inc. to tabulate the proxies and, the Company’s CFO, Irving Kau, was duly appointed as the Inspector of Election and tabulated the votes cast at the Annual Meeting. Of the 7,124,013 shares of the Company’s common stock outstanding as of April 21, 2025, the record date for the Annual Meeting, 5,555,398 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, representing a quorum. The following matters were voted upon at the Annual Meeting and the vote with respect to each such matter are set forth below:

1.       Proposal One – Election of Directors. The election of the following named persons to serve as members of the Board of Directors of the Company until the annual meeting of shareholders to be held in 2026 (or action by written consent of shareholders in lieu thereof), or until their successors have been duly elected and qualified. The votes cast were as follows:

Nominee	Votes For	Votes Against	Votes Withheld	Broker Non-Votes
Dr. Desheng Wang	4,691,447	3,912	600	859,439
Dr. Edward Lee	4,685,036	10,324	599	859,439
Michael Pope	4,558,102	137,257	600	859,439
Carine Clark	4,561,996	133,364	599	859,439
Sean Warren	4,561,750	133,607	602	859,439

2.       Proposal Two – Ratification of Selection of Independent Registered Public Accounting Firm. The ratification of the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes cast were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,507,398	47,767	233	0

3.       Proposal Three – Approve to Increase the Number of Authorized Shares of Common Stock. To approve, subject to the Board of Directors’ discretion to adopt, an amendment and restatement to our Articles of Incorporation to increase the number of authorized shares of our common stock, $0.001 par value per share (“Common Stock”), from 15,000,000 shares to a total of 25,000,000 shares. The votes cast were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,438,642	110,520	6,236	0

4.        Proposal Four – Approve to Authorize Shares of Preferred Stock. To approve, subject to the Board of Directors’ discretion to adopt, an amendment and restatement to our Articles of Incorporation to authorize 5,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). The votes cast were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,566,358	129,210	391	859,439

5.        Proposal Five – Say on Pay. To approve, on a non-binding advisory basis, the compensation of our named executives. The votes cast were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,688,113	7,062	784	859,439

6.        Proposal Six – Say on Frequency. To approve, on a non-binding advisory basis, the frequency of the shareholder advisory vote on the compensation of our named executives. The votes cast were as follows:

Votes For 1 Year	Votes for 2 Years	Votes for 3 Years	Abstentions
4,130,023	1,562	561,242	3,132

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: June 26, 2025

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

3

FAQ

How many new common shares did FCUV shareholders authorize on June 20 2025?

Investors approved an additional 10 million shares, lifting the limit from 15 million to 25 million.

Did FCUV authorize preferred stock at the 2025 annual meeting?

Yes. A new class of 5 million preferred shares with a $0.001 par value was approved.

Which accounting firm will audit FCUV for fiscal 2025?

Shareholders ratified Weinberg & Company, P.A. with 5,507,398 votes for and 47,767 against.

What quorum was reached at FCUV's 2025 annual meeting?

A quorum of 5,555,398 shares, about 78 % of the 7,124,013 shares outstanding, was present or represented.

What frequency for say-on-pay votes did FCUV shareholders prefer?

An annual vote received 4,130,023 votes, outpacing 2-year and 3-year options.

Were all director nominees elected at FCUV's 2025 meeting?

Yes. Each nominee secured over 98 % support and was re-elected to the board.