Focus Universal cites Nasdaq equity compliance after $3M financing

Rhea-AI Filing Summary

Focus Universal Inc. reports steps it believes have brought the company back into compliance with Nasdaq listing standards by boosting stockholders’ equity. After previously receiving notice that its market value of listed securities had fallen below the $35,000,000 minimum, the company was granted until the Compliance Date to regain compliance, including through alternative financial metrics.

On October 27, 2025, Focus Universal completed a private placement of 750,000 shares of Series A Preferred Stock for an aggregate $3,000,000, or $4.00 per share, led by Chairman Edward Lee. By mid-November, all Series A Preferred shares were converted into 825,000 restricted common shares, including 550,000 to the chairman. Based on these transactions, the company believes its stockholders’ equity is at least $2.5 million, satisfying Nasdaq Listing Rule 5550(b)(1), and it believes it is currently in compliance with Nasdaq’s listing standards while awaiting Nasdaq’s formal confirmation.

Insights

Equity & Listings Analyst

Focus Universal uses a $3M insider-led financing to support Nasdaq compliance.

Focus Universal Inc. outlines how an insider-led capital raise is being used to meet Nasdaq’s continued listing requirements. The company completed a private placement of 750,000 Series A Preferred shares for $3,000,000 at $4.00 per share, with Chairman Edward Lee as lead investor, and then converted all of this preferred stock into 825,000 restricted common shares, including 550,000 issued to the chairman.

The company states that, following this transaction and conversion, it believes its stockholders’ equity is at least $2.5 million, the threshold required under Nasdaq Listing Rule 5550(b)(1). This provides an alternative path to addressing an earlier notice that its market value of listed securities had fallen below $35,000,000 under Rule 5550(b)(2). The company awaits Nasdaq’s formal confirmation and acknowledges that Nasdaq may continue to monitor compliance in upcoming periodic reports.

From an investor perspective, the key points are the size and insider participation in the $3,000,000 financing, the issuance of 825,000 new restricted common shares, and the company’s belief that it now satisfies Nasdaq’s equity-based listing standard. Actual long-term impact will depend on Nasdaq’s confirmation and the company’s ability to maintain required equity and market value levels in 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.

FAQ

What Nasdaq issue did Focus Universal Inc. (FCUV) disclose?

The company disclosed that it had previously fallen below the $35,000,000 Market Value of Listed Securities requirement under Nasdaq Listing Rule 5550(b)(2) and was given a compliance period to regain eligibility.

How did Focus Universal Inc. (FCUV) seek to regain Nasdaq compliance?

Focus Universal completed a private placement of 750,000 Series A Preferred shares for $3,000,000, then converted them into 825,000 restricted common shares, which it believes raised stockholders’ equity to at least $2.5 million to meet Nasdaq Listing Rule 5550(b)(1).

What were the key terms of Focus Universal’s Series A Preferred Stock financing?

On October 27, 2025, the company sold 750,000 shares of Series A Preferred Stock in a private placement for an aggregate $3,000,000, or $4.00 per share, led by Chairman Edward Lee and other accredited investors.

How many common shares did Focus Universal Inc. (FCUV) issue upon conversion of the Series A Preferred Stock?

Upon conversion, Focus Universal issued an aggregate 825,000 shares of restricted common stock, including 550,000 restricted common shares to Chairman Edward Lee.

Does Focus Universal Inc. (FCUV) currently have any Series A Preferred Stock outstanding?

No. The company states that all of the Series A Preferred Stock has been converted and there are currently no issued and outstanding shares of Series A Preferred Stock.

Has Nasdaq confirmed Focus Universal’s compliance with listing standards?

The company states that it believes it is in compliance with Nasdaq’s listing standards based on its current stockholders’ equity and is awaiting Nasdaq’s formal confirmation, noting that Nasdaq may continue to monitor its ongoing compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/17/2025 - 05:08 PM Learn about SEC filing dates

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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): December 17, 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 8.01 Other Events.

Regained Compliance with Nasdaq Stock Market Listing Standards

Following the completion of the transactions summarized below, 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 reported, on June 30, 2025, Focus Universal Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”). The Staff notified the Company that since the Company’s Market Value of Listed Securities has fallen below $35,000,000, the Company no longer satisfies the requirements under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). The notification received has no immediate effect on the Company’s Nasdaq listing.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company had been provided an initial period of 180 calendar days, or until December 29, 2025 (the “Compliance Date”), to regain compliance with the MVLS Rule. If at any time before the Compliance Date, the Company’s MVLS closes at $35,000,000 or more for a minimum of ten consecutive business days, then this matter will be closed. If the Company does not regain compliance with the MVLS Rule prior to the expiration of the Compliance Date, the Company will receive notification from the Staff that its securities are subject to delisting. Alternatively, if the Company’s stockholder’s equity increases to $2.5 million (pursuant to Nasdaq Listing Rule 5550(b)(1)) or achieves net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of three most recently completed fiscal years, before the Compliance Date (pursuant to Nasdaq Listing Rule 5550(b)(3)) then the Company can also regain compliance with the MVLS Rule without complying with the MVLS Rule.

On October 27, 2025, the Company completed the sale of 750,000 shares of 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”).

On or about November 17, 2025, the Company received notice from the holders of Series A Preferred Stock, including Chairman Edward Lee, of their election to convert their shares of Series A Preferred Stock to Common Stock. As a result of the conversion of Series A Preferred Stock, the Company issued an aggregate 825,000 shares of restricted Common Stock to the Series A Private Placement investors, including 550,000 shares of restricted Common Stock to Chairman, Edward Lee. All of the Series A Preferred Stock has been converted, and there are currently no issued and outstanding shares of Series A Preferred Stock.

Following the completion of the Series A Private Placement, 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. The Company awaits Nasdaq’s formal confirmation that it has regained compliance with the Equity Rule. In any event, the Company expects that Nasdaq will continue to monitor the Company’s ongoing compliance with the Equity Rule and, if at the time of its next periodic report the Company does not comply, the Company may be subject to delisting.

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

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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: December 17, 2025

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

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