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~~April 56, 2026

FOCUS UNIVERSAL INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-~~34780~~40770		46-3355876
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2311 East Locust Street Ontario, California		91761
1515 West Cameron Avenue, Suite 210 West Covina, CA		91790
(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 31.0301 ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

The ~~Board~~information ofset ~~Directors~~forth ~~and~~in ~~stockholders of Focus Universal Inc~~Item 3.,02 ~~a Nevada corporation (the “Company”) approved a reverse stock split~~ of ~~the Company’s issued and outstanding~~ ~~shares~~this ofCurrent ~~common~~Report ~~stock,~~on ~~par~~Form ~~value~~8-K ~~$0.001~~is ~~per~~incorporated ~~share~~into ~~(the~~this ~~“Common Stock”) at a ratio 10 to~~ Item 1 ~~(the “Reverse Split”)~~. On01 ~~February~~by ~~5, 2026, the Company issued a press release announcing the Reverse Split~~reference.

~~Reason~~Item ~~for~~3.02 ~~the~~Unregistered ~~Reverse~~Sales ~~Stock~~of ~~Split~~Equity Securities.

~~The~~On ~~Company~~April is8, ~~effecting~~2026, ~~the~~Focus ~~Reverse~~Universal ~~Stock Split to satisfy the $1~~Inc.00 ~~minimum bid price requirement~~ (the “~~Minimum Bid Requirement~~Company”), issued asa ~~set~~press ~~forth~~release inannouncing ~~Nasdaq~~the ~~Listing~~closing ~~Rule~~of ~~5550(a)(2) (the “Rule”)~~$4,000,000 ~~for~~private ~~continued~~placement ~~listing~~of ~~on The Nasdaq Capital Market~~securities.

~~Effects~~On or about April 6, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with private accredited investor (the “Investor”) the form of which is included hereto as Exhibit 10.1 and is incorporated by reference into this Item 3.02. Pursuant to the ~~Reverse~~terms ~~Split~~and conditions of the Purchase Agreement, the Investor purchased an aggregate of 1,117,318 Common Units at a purchase price of $3.58 per unit (or Pre-Funded Units at a purchase price of $3.57999 per unit, equal to the Common Unit offering price minus the Pre-Funded Warrant exercise price of $0.00001), (the “Common Units”), each Common Unit consisting of (i) one (1) share of common stock (or, in lieu thereof, one (1) Pre-Funded Warrant (the “Pre-Funded Warrant”), the form of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 3.02, (ii) one (1) Series A PIPE Common Warrant (“Series A Common Warrant”) to purchase one (1) share of common stock at an exercise price of $3.33, and expire 24 months after the initial issuance date, the form of which is attached hereto as Exhibit 4.2 and is incorporated by reference into this Item 3.02, and (iii) one (1) Series B PIPE Common Warrant (“Series B Common Warrant”) to purchase one (1) share of common stock at an exercise price of $3.33 and expire sixty (60) months after the initial issuance date, the form of which is attached hereto as Exhibit 4.3 and is incorporated by reference into this Item 3.02 (the “Transaction”).

~~Effective~~The ~~Date;~~Series ~~Symbol;~~A ~~CUSIP~~Common ~~Number.~~Warrants ~~The Reverse~~and ~~Split~~Series ~~will~~B beCommon Warrants ~~effective~~are onexercisable ~~February~~immediately 9,upon ~~2026,~~issuance ~~and~~until ~~will~~their berespective ~~reflected~~expiration ~~with~~dates. ~~the~~The ~~Nasdaq~~number ~~Capital~~of ~~Market~~shares ~~(“Nasdaq”)~~of ~~and~~Common inStock issuable under the ~~marketplace~~warrants atare ~~the~~subject ~~open~~to ofadjustments ~~business~~for onstock ~~February~~splits, 9dividends, ~~2026~~and ~~(the~~fundamental ~~“Effective~~transactions ~~Date”),~~as ~~whereupon~~further described in the ~~Common~~agreement. The ~~Stock~~Series ~~will~~A ~~begin trading~~Common onWarrants aand ~~split-adjusted~~Series ~~basis.~~B InCommon ~~connection~~Warrants ~~with~~may ~~the~~be ~~Reverse~~exercised ~~Split,~~on ~~the~~a ~~Company’s~~cashless ~~Common~~basis ~~Stock~~if ~~will~~there ~~continue~~is tono ~~trade~~effective onregistration ~~Nasdaq~~statement ~~under~~registering the ~~symbol~~issuance ~~“FCUV”~~or ~~but~~resale ~~will~~of ~~trade~~the ~~under~~warrant ashares ~~new~~at ~~CUSIP~~the ~~Number,~~time ~~34417J~~of ~~500~~exercise.

~~Split~~Each ~~Adjustment;~~Pre-Funded NoWarrant ~~Fractional~~is ~~Shares. On~~exercisable ~~the~~for ~~Effective~~one (1) ~~Date,~~share ~~the total number~~ of ~~the~~common ~~Company’s~~stock ~~Common~~at ~~Stock~~a ~~shares~~nominal ~~held~~exercise byprice ~~each~~of ~~stockholder~~$0.00001 ~~will~~per beshare, ~~converted~~with ~~automatically into~~ the ~~number~~aggregate ofexercise ~~whole~~price ~~Common~~having ~~Stock~~been ~~shares equal~~ pre-funded to the ~~number~~Company ofon ~~issued~~or ~~and outstanding Common Stock shares held by such stockholder immediately~~ prior to the ~~Reverse~~Initial ~~Split~~Exercise Date, ~~divided~~and byis ~~ten~~exercisable ~~(10).~~immediately Noupon ~~fractional~~issuance ~~shares~~until ~~will~~all beof ~~issued in connection with~~ the ~~Reverse~~Pre-Funded ~~Split.~~Warrants ~~Instead,~~are ~~each~~exercised ~~stockholder will be entitled to receive a cash payment~~ in ~~lieu of such fractional share~~full. ~~The~~Alternatively, ~~cash~~the ~~payment~~Pre-Funded toWarrants bemay ~~paid will~~ be ~~equal~~exercised toon ~~the fraction of~~ a ~~share~~cashless 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)basis.

~~State~~Subject ~~Filing.~~to Tolimited ~~effect~~exceptions, the ~~Reverse~~Investor ~~Split~~may not exercise any portion of its Pre-Funded Warrants, Series A Common Warrants, or Series B Common Warrants to the extent that, upon such exercise, the ~~Company~~Investor ~~filed~~would anown ~~amendment~~more tothan 4.99% (or 9.99% at the ~~Company~~Investor’s ~~Articles~~election) of ~~Incorporation~~the ~~effective~~Common asStock ofthen ~~12:01~~outstanding aimmediately after such exercise.m. ETAt onthe ~~February~~Investor’s 5option, ~~2026.~~upon ~~This summary~~notice ofto the ~~amendment~~Company, isthe ~~qualified~~Investor inmay ~~its~~increase ~~entirety~~or bydecrease ~~reference~~this beneficial ownership limitation not to ~~the~~exceed ~~Amended~~9.99% ~~Articles~~of the shares of ~~Incorporation~~Common Stock then outstanding, aprovided ~~copy~~that ofany ~~which~~such isincrease ~~attached~~shall become ~~hereto~~effective asupon ~~Exhibit~~61 ~~3.1~~days’ ~~and~~prior ~~incorporated~~notice byto ~~reference~~the ~~herein~~Company.

~~Board~~In ~~and~~connection ~~Stockholder~~with ~~Approval.~~the ~~On October 10~~Transaction, ~~2025,~~ the Company’s and ~~stockholders~~the ~~through~~Investor aentered ~~written~~into ~~consent~~a inRegistration ~~lieu~~Rights ofAgreement, the ~~special~~form ~~meeting~~of ~~approved~~which tois ~~authorize~~included ~~the Board of~~hereto ~~Directors~~as ~~(the~~Exhibit ~~“Board”)~~10.2 toand ~~effect~~is aincorporated ~~reverse~~by ~~stock~~reference ~~split,~~into atthis aItem ~~ratio~~3.02, ofpursuant up to ~~200:1,~~which ~~with~~ the ~~exact~~Company ~~ratio~~is required to befile ~~determined~~a registration bystatement covering the ~~Board~~resale inof ~~its~~the ~~sole~~securities ~~discretion~~underlying atthe ~~any~~aforementioned ~~time~~warrants within ~~one~~15 ~~year~~calendar ~~from~~days ~~receiving~~of ~~stockholder approval. On January 27, 2026,~~ the ~~Board~~closing ~~approved, through~~of ~~unanimous written consent,~~ the ~~Reverse Split at a ratio of one-for-ten (1:10)~~Transaction.

~~Capitalization.~~The ~~While~~Company also ~~the~~entered ~~Reverse~~into ~~Split will~~a ~~decrease~~Placement ~~the~~Agent ~~number~~Agreement ofwith ~~outstanding~~Aegis ~~shares~~Capital Corp., (“Aegis”) the form of ~~Common~~which ~~Stock,~~is itincluded ~~will~~hereto ~~not~~as ~~change~~Exhibit ~~the~~10.3 ~~total~~and ~~number~~is ofincorporated ~~shares~~by ofreference ~~Common~~into ~~Stock~~this ~~authorized for~~Item ~~issuance~~3.02, bypursuant to which the Company, ~~nor~~engaged Aegis ~~will~~to itact ~~change~~as ~~the~~its ~~par~~sole ~~value~~placement ofagent in connection with the ~~Common~~Transaction ~~Stock.~~on ~~Immediately~~a ~~after~~best-efforts ~~the~~basis. The ~~Reverse~~Company ~~Split,~~paid ~~each~~Aegis ~~stockholder’s~~a commission ~~relative~~equal ~~ownership~~to ~~interest~~7% inof the ~~Company~~aggregate ~~and~~gross ~~proportional~~proceeds ~~voting~~from ~~power~~the ~~will~~Transaction ~~remain~~for ~~unchanged~~their ~~except~~services. ~~for~~In ~~minor~~addition, ~~changes~~the ~~and~~Company ~~adjustments that~~reimbursed ~~will~~Aegis ~~result~~for certain of out-of-pocket ~~from~~expenses, including ~~not~~reasonable ~~issuing~~legal ~~fractional shares~~fees.

The ~~Company~~Transaction ~~remains~~consists ~~authorized~~of private placement to ~~issue~~a ~~1,000,000,000 shares~~certain ofeligible ~~Common~~Investor ~~Stock.~~pursuant Asto Section 4(a)(2) of ~~January~~the 27Securities Act of 1933, ~~2026~~as amended (the “~~Record~~Securities ~~Date~~Act”),. The ~~there~~Common ~~were~~Units ~~9,865,249~~have ~~shares~~not ofbeen ~~Common~~registered ~~Stock~~under ~~outstanding. As~~the aSecurities ~~result~~Act, ofor the ~~Reverse~~securities ~~Split~~laws of any other jurisdiction, ~~there~~and ~~will~~may not be ~~approximately~~offered or ~~986,524~~sold ~~Common~~in ~~Stock~~the ~~shares~~United ~~outstanding~~States ~~(subject~~absent registration under or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to ~~adjustment~~sell, ~~due~~or a solicitation of an offer to purchase, the ~~effect~~ ofCommon ~~not~~Units ~~issuing~~in any ~~fractional~~jurisdiction ~~shares)~~in which such offer or solicitation would be unlawful.

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.

Item 58.0301 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Events

~~The~~On ~~information~~April ~~set~~6, ~~forth~~2026, the inCompany ~~Item 3.03~~issued a press release announcing the pricing of a the Transaction priced at the market under Nasdaq rules, a copy of which is attached hereto ~~hereby~~as ~~incorporated~~Exhibit by99.1. ~~reference~~and ~~into~~incorporated ~~this~~herein ~~Item 5~~by reference.~~03.~~

On April 8, 2026, the Company issued a press release announcing the final closing of the Offering, a copy of which is attached hereto as Exhibit 99.2. and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	~~Description~~	Description
3.1	Amendment to Articles of Incorporation as filed with the Nevada Secretary of State on February 5, 2026
4.1		Form of PIPE Pre-Funded Warrant, dated April 6, 2026
99.1	Press Release by Focus Universal Inc. dated February 5, 2026
4.2		Form of Series A PIPE Common Warrant, dated April 6, 2026
104	Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).
4.3		Form of Series B PIPE Common Warrant, dated April 6, 2026
10.1		Form of Securities Purchase Agreement between the Company and a certain purchaser, dated April 6, 2026
10.2		Form of Registration Rights Agreement between the Company and a certain purchaser, dated April 6, 2026
10.3		Form of Placement Agent Agreement between the Company and Aegis Capital Corp., dated April 6, 2026
99.1		Press Release by Focus Universal Inc. dated April 6, 2026
99.2		Press Release by Focus Universal Inc. dated April 8, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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~~April 510, 2026

	FOCUS UNIVERSAL INC.


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

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