FOCUS UNIVERSAL INC. 8-K

What Happened

• Focus Universal Inc. announced a 1-for-10 reverse stock split of its common stock, approved by the Board and stockholders and effective at the open of business on February 9, 2026. The Company issued a press release on February 5, 2026 and filed an amendment to its Articles of Incorporation with the Nevada Secretary of State on February 5, 2026.
• The reverse split was enacted to satisfy Nasdaq Listing Rule 5550(a)(2)’s $1.00 minimum bid price requirement for continued listing. The Company will continue to trade on Nasdaq under the symbol "FCUV" but under a new CUSIP number.

Key Details

• Effective date: February 9, 2026 (market open). CUSIP: 34417J 500.
• Outstanding shares as of the record date (Jan 27, 2026): 9,865,249; expected post-split outstanding shares: ~986,524 (subject to adjustment for fractional-share cash-outs).
• No fractional shares will be issued; holders entitled to fractions will receive a cash payment equal to the fractional amount multiplied by the most recent closing price at the effective time (adjusted for the split).
• Options, warrants and convertible securities will be adjusted proportionally: share amounts divided by 10 and exercise/conversion prices multiplied by 10. The Board had prior shareholder authorization to implement a reverse split of up to 200:1 and selected a 10:1 ratio via unanimous written consent on Jan 27, 2026. The Company remains authorized for 1,000,000,000 common shares.

Why It Matters

• The reverse split increases the per‑share price by reducing the share count, a required step to meet Nasdaq’s $1.00 minimum bid for continued listing. It does not change a shareholder’s proportional ownership (except for minor differences from cashing out fractional shares) or the total authorized shares.
• Investors should note potential short‑term effects: higher per‑share price and lower share count can affect liquidity and trading volatility; option and warrant holders will see contract terms adjusted as described. The filing and amendment provide the formal legal and market details for these changes.