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Focus Universal Inc. reported that all holders of its Series B Convertible Preferred Stock approved an amendment to the series’ certificate of designation. The company then filed this amendment in Nevada. The change rewrites how the conversion price and floor price of the Series B Preferred Stock are adjusted if the common stock is split, combined in a reverse split, or otherwise restructured.
The new language requires the conversion and floor prices to be recalculated as if any stock subdivision or reverse split had occurred before the volume-weighted pricing dates, helping keep the economic terms consistent through such corporate actions. The amendment also adds voluntary redemption rights, allowing holders of Series B Preferred Stock to choose redemption under the conditions described in the amended designation.
Focus Universal Inc. reported that all outstanding shares of its Series A Preferred Stock have been converted into Common Stock. The company previously sold 750,000 shares of Series A Preferred Stock in a private placement for an aggregate purchase price of $3,000,000, or $4.00 per share, to Chairman Edward Lee and other accredited investors. Each preferred share was convertible into 1.1 shares of restricted Common Stock at the option of the holder. On or about November 17, 2025, holders, including Chairman Edward Lee, elected to convert, and the company issued an aggregate 825,000 shares of restricted Common Stock, including 550,000 shares to Edward Lee. Following this transaction, there are no Series A Preferred shares outstanding.
Focus Universal Inc. (FCUV) director and 10% owner Edward Lee reported significant equity changes. On 01/13/2025, an entity he controls, the Lee-Gu Private Foundation, disposed of 360,000 shares of common stock at $5.95 per share, leaving it with 364,000 shares held indirectly. On 11/17/2025, Lee acquired 550,000 shares of common stock at $3.63 per share, bringing his directly held common stock to 1,031,830 shares after this transaction.
The filing also shows activity in Series A Convertible Preferred Stock. On 10/20/2025, Lee purchased 500,000 Series A preferred shares at a conversion price of $3.63, which were linked to 550,000 underlying common shares at $4. On 11/17/2025, those 500,000 preferred shares were reported as disposed of, with no remaining preferred position shown.
Focus Universal Inc. (FCUV) filed its Q3 2025 10‑Q, showing lower sales and continued losses alongside post‑quarter financings. Revenue was $28,689 for the quarter versus $74,215 a year ago, and $254,274 for the nine months versus $264,954. Q3 net loss was $1,166,375; nine‑month net loss was $3,923,401. Gross profit for the nine months was $16,520 against operating expenses of $4,011,183.
Liquidity tightened: cash was $410,884 at September 30, 2025, down from $3,589,318 at year‑end, with operating cash outflow of $3,709,104 year‑to‑date. Total assets were $880,445 and stockholders’ equity was $174,807. The company disclosed substantial doubt about its ability to continue as a going concern.
Subsequent events: the company raised $6,000,000 via preferred stock in October 2025 and received an initial $3,000,000 under a Series B commitment. It also approved actions to increase authorized shares to 1,000,000,000 common and 100,000,000 preferred, permit up to $250 million in non‑public offerings within stated conditions, and allow a potential reverse split up to 200‑to‑1. Customer concentration remained high, with Customer A representing 99% of Q3 revenue.
Focus Universal (FCUV) announced the closing of $10,000,000 in preferred equity. The company completed a private placement of 750,000 shares of Series A Convertible Preferred Stock for $3,000,000 at $4.00 per share, led by Chairman Edward Lee. Each Series A share is convertible into 1.1 shares of restricted common stock, carries voting rights on an as‑converted basis, ranks senior to common in liquidation, and has no redemption rights.
The company also entered into a private placement of up to $7,000,000 (or 8,236 shares) of Series B Convertible Preferred Stock at $850.00 per share, reflecting a 15% original issuance discount. Funding is staged: $3,000,000 at closing; $1,000,000 upon filing an S‑1 and an information statement; and $3,000,000 within two business days after SEC effectiveness and Rule 14c‑2 effectiveness. Series B has no voting rights, ranks senior to common, includes conversion price protection, a 4.99% beneficial ownership cap, and six‑month participation rights up to 30% of subsequent financings. Executives and 5% holders agreed to a lock‑up through December 29, 2025.
Focus Universal Inc. (FCUV) announced stockholder approvals by written consent to expand capital flexibility, authorize potential financings, and permit a reverse split. The company will amend and restate its articles to authorize 1,000,000,000 shares of common stock and 100,000,000 shares of preferred stock, effective upon filing after the 20‑day notice period. Stockholders also approved the potential issuance of up to $250 million (or up to 250 million shares) of securities in one or more non‑public offerings, at up to a 30% discount, within 90 days. A reverse stock split of up to 200‑to‑1 may be effected at the Board’s discretion within one year.
The company frames the financings as support for a potential digital asset treasury strategy and general corporate needs. As context, 7,386,705 shares of common stock were outstanding as of October 2, 2025. FCUV also disclosed recently closed preferred equity: $3,000,000 of Series A Preferred (750,000 shares at $4.00) and up to $7,000,000 of Series B Preferred via staged closings tied to an S‑1 becoming effective and this information statement’s effectiveness. The filing discusses Nasdaq compliance considerations, including prior bid‑price actions and a Market Value of Listed Securities deficiency with a December 29, 2025 compliance date.
Focus Universal (FCUV) insider Edward Lee filed an amended Form 5 for the fiscal year ended 12/31/2024. He reports beneficial ownership of 1,182,000 shares, comprising 481,830 shares held directly and 700,170 shares held indirectly.
Lee is listed as a Director and 10% Owner. Reported activity includes journal entries and transfers among direct holdings and affiliated foundations, such as on 01/02/2024 (J codes) moving 4,000,000 shares between direct ownership and the Lee Gu Private Foundation at $15, and an A code acquisition of 1,000,000 shares on 09/23/2024 at $3.3. Earlier entries in 2022 show foundation-related adjustments at prices around $89.8–$90.3333.
The reported share amounts reflect corporate actions: a 1.5‑for‑1 forward split on 03/23/2023 and a 1‑for‑10 reverse split effective 01/31/2025, which affect the share counts presented in this statement.
Focus Universal, Inc. disclosed the entry into a material definitive agreement: an At the Market Sales Agreement dated September 22, 2025, with Ladenburg Thalman & Co. Inc. The filing lists legal opinion and consent from Corporate Securities Legal LLP as exhibits and includes the interactive XBRL cover page. The document is signed by CEO Desheng Wang.
Focus Universal Inc. presents a prospectus supplement for potential securities offerings tied to financing its Ubiquitor wireless sensor and related businesses. The company discloses a history of operating losses and a need for significant funding to scale manufacturing, complete R&D, pursue patents and commercialize products including One Touch Financial and smart-home offerings. Key financial disclosure: historical net tangible book value per share of $0.12, an increase of $0.39, yielding an as-adjusted net tangible book value of $0.51 and expected $2.84 dilution per share for new investors. The supplement highlights material risks: manufacturing outsourcing (including single supplier reliance), internal control deficiencies over financial reporting, cybersecurity and trade risks, concentrated customers in the sensor segment, and potential NASDAQ listing pressures. The document also outlines broad plan-of-distribution possibilities and incorporation by reference of prior SEC filings and proxy materials.
Focus Universal, Inc. discloses beneficial ownership and corporate powers in a preliminary information statement. There were 7,386,705 shares of common stock outstanding on September 15, 2025. Directors and executive officers as a group beneficially own 3,492,955 shares, representing 46.90% of the outstanding common stock. Key individual holdings include Edward Lee at 1,182,000 shares (15.87%) and Yan Chen at 442,035 shares (5.93%). The filing also lists officers’ addresses and enumerates corporate powers, including the ability to borrow, issue obligations, acquire and transfer property, adopt bylaws, enter joint ventures, make donations, and dissolve or wind up the corporation.