Focus Universal OKs $250M private offering plan

Q: What did FCUV stockholders decide at the August 18, 2026 annual meeting?

Stockholders elected five directors, ratified the auditor, approved issuance of up to $250,000,000 of securities in non-public offerings, and approved executive compensation on a non-binding basis, all by substantial majorities.

Q: Which directors of FCUV were elected at the 2026 annual meeting?

Stockholders elected Desheng Wang, Irving Kau, Michael Pope, Carine Clark, and Sean Warren to serve until the next annual meeting, with votes for ranging from 457,948 to 878,385 and no broker non-votes reported.

Q: Did FCUV stockholders approve the $250,000,000 securities issuance proposal?

Yes. Stockholders approved issuing up to $250,000,000 of securities in one or more non-public offerings, with 871,975 votes for, 9,484 against, 33 abstentions, and no broker non-votes reported in the results.

Q: Was FCUV’s auditor ratified for the year ending December 31, 2026?

Yes. Stockholders ratified Weinberg & Company, P.A. as FCUV’s independent registered public accounting firm, with 879,837 votes for, 1,642 votes against, 13 abstentions, and no broker non-votes recorded.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FOCUS UNIVERSAL INC. (FCUV) reported the results of its 2026 annual stockholder meeting held on August 18, 2026. Stockholders elected five directors: Desheng Wang, Irving Kau, Michael Pope, Carine Clark, and Sean Warren, each receiving between 457,948 and 878,385 votes for, with no broker non-votes.

Stockholders ratified Weinberg & Company, P.A. as independent registered public accounting firm for the year ending December 31, 2026, with 879,837 votes for and 1,642 against. They also approved the potential issuance of up to $250,000,000 of securities in one or more non-public offerings, with 871,975 votes for and 9,484 against. On a non-binding advisory basis, stockholders approved executive compensation, with 876,487 votes for, 4,005 against, and 1,000 abstentions.

Filing Explained

The August 18 vote approved shareholder authorization for up to $250,000,000 of securities in one or more non-public offerings, but this 8-K reports approval of that proposal—not an offering, issuance, or proceeds received—so the immediate change is financing capacity rather than a completed transaction.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Desheng Wang: 878,385 Votes for auditor ratification: 879,837 Authorized securities issuance: $250,000,000 +3 more

6 metrics

Votes for Desheng Wang 878,385 Votes for election as director at the 2026 annual meeting

Votes for auditor ratification 879,837 Ratification of Weinberg & Company, P.A. for year ending December 31, 2026

Authorized securities issuance $250,000,000 Maximum amount of securities issuable in one or more non-public offerings approved in Proposal 3

Votes for Proposal 3 871,975 Approval of issuance of up to $250,000,000 of securities in non-public offerings

Votes for say-on-pay 876,487 Non-binding advisory approval of compensation of named executive officers

Votes against Proposal 3 9,484 Votes against approval of securities issuance authorization

Key Terms

broker non-votes, non-public offerings, non-binding advisory basis

3 terms

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 879,837"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-public offerings financial

"issuance of up to $250,000,000 of securities in one or more non-public offerings"

non-binding advisory basis financial

"Approval, on a non-binding advisory basis, of the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

FAQ

What did FCUV stockholders decide at the August 18, 2026 annual meeting?

Stockholders elected five directors, ratified the auditor, approved issuance of up to $250,000,000 of securities in non-public offerings, and approved executive compensation on a non-binding basis, all by substantial majorities.

Which directors of FCUV were elected at the 2026 annual meeting?

Stockholders elected Desheng Wang, Irving Kau, Michael Pope, Carine Clark, and Sean Warren to serve until the next annual meeting, with votes for ranging from 457,948 to 878,385 and no broker non-votes reported.

Did FCUV stockholders approve the $250,000,000 securities issuance proposal?

Yes. Stockholders approved issuing up to $250,000,000 of securities in one or more non-public offerings, with 871,975 votes for, 9,484 against, 33 abstentions, and no broker non-votes reported in the results.

Was FCUV’s auditor ratified for the year ending December 31, 2026?

Yes. Stockholders ratified Weinberg & Company, P.A. as FCUV’s independent registered public accounting firm, with 879,837 votes for, 1,642 votes against, 13 abstentions, and no broker non-votes recorded.

How did FCUV stockholders vote on executive compensation in 2026?

On a non-binding advisory basis, stockholders approved FCUV’s executive compensation, with 876,487 votes for, 4,005 against, 1,000 abstentions, and no broker non-votes, indicating support for the compensation of named executive officers.

Were there any broker non-votes reported in FCUV’s 2026 annual meeting results?

No. For all four proposals, including director elections, auditor ratification, the $250,000,000 securities issuance authorization, and the say-on-pay vote, the company reported 0 broker non-votes in the final tally.

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Available on EDGAR 08/19/2026 - 04:01 PM Accepted by SEC EDGAR 08/19/2026 - 04:00 PM

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): August 18, 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.)

901 Corporate Center Drive, Suite 404

Monterey Park, California

91754

(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 August 18, 2026, Focus Universal Inc., a Nevada corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”), which had been adjourned from June 19, 2026 due to lack of quorum, at which the Company’s stockholders were asked to consider and vote on four proposals, each of which is listed below and described in more detail in the Company’s definitive proxy statement for the Annual Meeting, as filed with the SEC on April 24, 2026 (the “Proxy Statement”).

The final results for Proposals 1, 2, 3, and 4 as set forth in the Proxy Statement were as follows:

Proposal 1 - Election of Directors.

The following five (5) individuals were elected as directors, to serve until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified with the following votes:

Name of Director	Votes For		Withheld	Broker Non-Votes
Dr. Desheng Wang		878,385	3,107	0
Irving Kau		877,458	4,034	0
Michael Pope		457,948	423,544	0
Carine Clark		874,011	7,481	0
Sean Warren		874,921	6,571	0

Proposal 2 – Auditor Ratification Proposal.

The stockholders ratified and approved the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 based on the votes listed below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
879,837		1,642		13		0

Proposal 3 – Approval of the issuance of up to $250,000,000 of securities in one or more non-public offerings on the terms and conditions described in the Proxy Statement.

The results of the voting for this approved proposal are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
871,975		9,484		33		0

Proposal 4 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

The results of the voting for this approved proposal are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
876,487		4,005		1,000		0

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: August 19, 2026

	FOCUS UNIVERSAL INC.


	By:	/s/ Desheng Wang
	Name:	Desheng Wang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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