Business Context and Reporting Period
Company: Focus Universal Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 17, 2025
Reporting Period: Event date November 17, 2025; Signed November 25, 2025
Business Context: The filing reports the completion of a conversion of previously issued Series A Preferred Stock into restricted Common Stock.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital structure event.
| Metric | Value |
|---|---|
| Total Series A Preferred Stock Converted | 750,000 shares |
| Conversion Ratio | 1.1 Common Shares per Preferred Share |
| Total Restricted Common Stock Issued | 825,000 shares |
| Shares Issued to Chairman Edward Lee | 550,000 shares |
| Original Aggregate Purchase Price (Series A) | $3,000,000 ($4.00 per share) |
| Outstanding Series A Preferred Stock | 0 shares |
Material Changes Versus Prior Period
- Capital Structure Change: All 750,000 shares of Series A Preferred Stock, originally sold in a private placement on October 27, 2025, have been fully converted into 825,000 shares of restricted Common Stock.
- Shareholder Composition: Chairman Edward Lee converted his portion of the Series A Preferred Stock into 550,000 shares of restricted Common Stock.
- Preferred Stock Status: There are currently no outstanding shares of Series A Preferred Stock.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the receipt of notice from holders electing to convert their shares. It reiterates that the securities were sold pursuant to Section 4(a)(2) of the Securities Act of 1933 and were not registered.
Risks and Contingencies:
- The issued Common Stock is restricted and may not be offered or sold in the United States absent registration or an applicable exemption.
- The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to purchase securities in any jurisdiction where such action would be unlawful.
Guidance/Outlook: The filing text does not provide forward-looking guidance, financial outlook, or discussion of future business strategies.
Important Facts for Investor Verification
- Verify the exact number of restricted Common Stock shares issued (825,000) and the specific allocation to Chairman Edward Lee (550,000).
- Confirm the conversion ratio of 1.1 Common Shares for every 1 Series A Preferred Share.
- Check the status of the Series A Preferred Stock to confirm zero outstanding shares.
- Review the restrictions on the newly issued Common Stock regarding resale and transferability.
- Verify the original purchase price of $4.00 per share for the Series A Preferred Stock to understand the implied valuation at the time of the private placement.