1-for-10 Focus Universal (NASDAQ: FCUV) reverse split to meet Nasdaq bid rule

Rhea-AI Filing Summary

Focus Universal Inc. approved a 1-for-10 reverse stock split of its common stock to help satisfy Nasdaq’s $1.00 minimum bid price requirement for continued listing. The split becomes effective on February 9, 2026, when shares will begin trading on a split-adjusted basis under the same symbol, FCUV, but with a new CUSIP number 34417J 500.

As of the January 27, 2026 record date, the company had 9,865,249 common shares outstanding, which will become approximately 986,524 shares after the split, excluding effects from eliminating fractional shares. Authorized common shares remain 1,000,000,000, and all options, warrants, and convertible securities will be proportionally adjusted.

Insights

Equity structure and listing analyst

Focus Universal enacts 1-for-10 reverse split to support Nasdaq listing, with no change to authorized shares.

The company is consolidating every ten common shares into one share in a 1-for-10 reverse split, effective at market open on February 9, 2026. This is explicitly aimed at meeting Nasdaq’s $1.00 minimum bid requirement for continued trading on the Nasdaq Capital Market.

As of January 27, 2026, 9,865,249 common shares were outstanding, which will become about 986,524 after the split, aside from minor changes from handling fractional shares. Authorized common shares stay at 1,000,000,000, and all options, warrants, and convertible securities will see their share counts divided by ten and exercise or conversion prices multiplied by ten.

Because the split leaves relative ownership and voting power essentially unchanged and mainly targets listing compliance, its ultimate impact for shareholders depends on future trading levels and subsequent company performance rather than this structural adjustment alone.

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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): February 5, 2026

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 3.03 Material Modification to Rights of Security Holders.

The Board of Directors and stockholders of Focus Universal Inc., a Nevada corporation (the “Company”) approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) at a ratio 10 to 1 (the “Reverse Split”). On February 5, 2026, the Company issued a press release announcing the Reverse Split.

Reason for the Reverse Stock Split

The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the “Minimum Bid Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), for continued listing on The Nasdaq Capital Market.

Effects of the Reverse Split

Effective Date; Symbol; CUSIP Number. The Reverse Split will be effective on February 9, 2026, and will be reflected with the Nasdaq Capital Market (“Nasdaq”) and in the marketplace at the open of business on February 9, 2026 (the “Effective Date”), whereupon the Common Stock will begin trading on a split-adjusted basis. In connection with the Reverse Split, the Company’s Common Stock will continue to trade on Nasdaq under the symbol “FCUV” but will trade under a new CUSIP Number, 34417J 500.

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s Common Stock shares held by each stockholder will be converted automatically into the number of whole Common Stock shares equal to the number of issued and outstanding Common Stock shares held by such stockholder immediately prior to the Reverse Split, divided by ten (10). No fractional shares will be issued in connection with the Reverse Split. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such holder would otherwise be entitled multiplied by the most recent closing price per share of Common Stock at the effective time of the Reverse Split (as adjusted to give effect to the Reverse Split).

State Filing. To effect the Reverse Split, the Company filed an amendment to the Company’s Articles of Incorporation effective as of 12:01 a.m. ET on February 5, 2026. This summary of the amendment is qualified in its entirety by reference to the Amended Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Board and Stockholder Approval. On October 10, 2025, the Company’s stockholders through a written consent in lieu of the special meeting approved to authorize the Board of Directors (the “Board”) to effect a reverse stock split, at a ratio of up to 200:1, with the exact ratio to be determined by the Board in its sole discretion at any time within one year from receiving stockholder approval. On January 27, 2026, the Board approved, through unanimous written consent, the Reverse Split at a ratio of one-for-ten (1:10).

Capitalization. While the Reverse Split will decrease the number of outstanding shares of Common Stock, it will not change the total number of shares of Common Stock authorized for issuance by the Company, nor will it change the par value of the Common Stock. Immediately after the Reverse Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain unchanged except for minor changes and adjustments that will result from not issuing fractional shares.

The Company remains authorized to issue 1,000,000,000 shares of Common Stock. As of January 27, 2026 (the “Record Date”), there were 9,865,249 shares of Common Stock outstanding. As a result of the Reverse Split, there will be approximately 986,524 Common Stock shares outstanding (subject to adjustment due to the effect of not issuing any fractional shares).

All options, convertible securities, and warrants of the Company outstanding immediately prior to the Reverse Split will be appropriately adjusted by dividing the number of common shares into which the options, convertible securities, and warrants are exercisable or convertible by ten (10) and multiplying the exercise or conversion price thereof by ten (10), as a result of the Reverse Split.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Amendment to Articles of Incorporation as filed with the Nevada Secretary of State on February 5, 2026
99.1	Press Release by Focus Universal Inc. dated February 5, 2026
104	Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

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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: February 5, 2026

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

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FAQ

What reverse stock split did Focus Universal (FCUV) approve?

Focus Universal approved a 1-for-10 reverse stock split of its common stock. Every ten existing shares will automatically convert into one share, with no fractional shares issued and cash paid instead for any resulting fractional amounts.

When will the Focus Universal (FCUV) reverse stock split take effect?

The reverse stock split becomes effective on February 9, 2026. FCUV shares will begin trading on a split-adjusted basis at the market open that day on the Nasdaq Capital Market, under the same ticker but with a new CUSIP number 34417J 500.

Why is Focus Universal (FCUV) implementing a 1-for-10 reverse stock split?

Focus Universal is implementing the reverse split to satisfy Nasdaq’s $1.00 minimum bid price requirement for continued listing. Consolidating shares aims to increase the per-share trading price while maintaining stockholders’ relative ownership percentages and proportional voting power overall.

How will Focus Universal’s share count change after the reverse split?

As of January 27, 2026, Focus Universal had 9,865,249 common shares outstanding. After the 1-for-10 reverse split, this will become approximately 986,524 shares, with small variations from cashing out fractional shares; the authorized 1,000,000,000 common shares remain unchanged.

What happens to Focus Universal (FCUV) options, warrants, and convertibles in the reverse split?

All outstanding options, warrants, and convertible securities will be adjusted for the 1-for-10 split. The number of shares underlying each instrument will be divided by ten, while each related exercise or conversion price will be multiplied by ten to preserve economic equivalence.

How will fractional shares be treated in the Focus Universal reverse split?

Focus Universal will not issue fractional common shares in the reverse split. Instead, any stockholder entitled to a fractional share will receive a cash payment equal to the fraction multiplied by the most recent closing price per share, adjusted for the split’s effect.