FOCUS UNIVERSAL INC. 8-K

What Happened

• Focus Universal Inc. filed an 8-K (May 26, 2026) reporting that, following conversions of Series B Convertible Preferred Stock, a redemption, and a private warrant offering, it believes it meets The Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million under Nasdaq Listing Rule 5550(b)(1).
• Key transactions: on or about April 6, 2026, holders converted 5,216 shares of Series B Preferred into 665,328 common shares. The remaining Series B shares were redeemed under a redemption agreement dated April 13, 2026 with Great Point Capital LLC for $782 per share (aggregate $961,860). As of the company’s May 14, 2026 Form 10-Q, no Series B shares remained outstanding.
• Separately, the company closed a $4.0 million private placement (Warrant Offering) with Armistice Capital Master Fund Ltd. (reported April 10, 2026). Armistice received a Pre‑Funded Warrant to buy up to 1,117,318 common shares (exercise $0.00001) and two common warrant series (each for up to 1,117,318 shares at $3.33). The Pre‑Funded Warrant was exercised in full by Armistice by mid‑May 2026.

Key Details

• Series B conversion: 5,216 preferred shares → 665,328 common shares (on/around April 6, 2026).
• Redemption: Remaining Series B shares redeemed April 13, 2026 for $782/share; total redemption ~$961,860.
• Warrant Offering: $4,000,000 closed with Armistice (April 2026); Pre‑Funded Warrant for 1,117,318 shares fully exercised by May 2026; Series A and B common warrants issued at $3.33 exercise price (24‑ and 60‑month expirations).
• Nasdaq status: Company believes it now has at least $2.5M stockholders’ equity required for continued listing under Rule 5550(b)(1).

Why It Matters

• These capital-structure actions (preferred-to-common conversions, redemption, and the Armistice warrant financing/exercise) changed the company’s equity and outstanding share count and are the basis for the company’s claim of compliance with Nasdaq’s minimum equity requirement.
• For investors, the items to watch next are any updated share counts and dilution from exercised warrants, the company’s ongoing filings (quarterly reports), and whether Nasdaq accepts the company’s assessment of compliance.