Business Context and Reporting Period
Company: FOCUS UNIVERSAL INC.
Filing Type: Form 8-K (Current Report)
Date of Report: February 5, 2026
Reporting Period: Event-based report regarding a corporate action effective February 9, 2026.
The Company, a Nevada corporation listed on the Nasdaq Capital Market under the symbol "FCUV," is reporting the approval and implementation of a reverse stock split to maintain its listing status.
Key Financial Metrics
This filing is a current report regarding a capital structure change and does not contain audited financial statements, revenue, profit, cash flow, or debt metrics.
- Outstanding Shares (Pre-Split): 9,865,249 shares (as of January 27, 2026).
- Outstanding Shares (Post-Split): Approximately 986,524 shares.
- Authorized Shares: 1,000,000,000 shares (unchanged).
- Par Value: $0.001 per share (unchanged).
Material Changes Versus Prior Period
The primary material change is the modification of the Company's capitalization through a 1-for-10 reverse stock split.
- Share Count Reduction: The number of outstanding shares will be reduced by a factor of ten.
- Ownership Interest: Relative ownership and proportional voting power remain unchanged, except for minor adjustments due to the non-issuance of fractional shares.
- Trading Symbol: The ticker symbol "FCUV" remains unchanged, but the CUSIP number will change to 34417J 500.
- Derivatives Adjustment: All outstanding options, convertible securities, and warrants will be adjusted by dividing the exercisable shares by 10 and multiplying the exercise/conversion price by 10.
Guidance, Outlook, and Management Commentary
Reason for Action: The reverse split is intended to satisfy the $1.00 minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2)) for continued listing on the Nasdaq Capital Market.
Implementation Details:
- Effective Date: February 9, 2026, at the open of business.
- Approval: Stockholders approved the authority for a split up to 200:1 on October 10, 2025. The Board selected the 1:10 ratio on January 27, 2026.
- Fractional Shares: No fractional shares will be issued. Stockholders entitled to fractional shares will receive a cash payment based on the most recent closing price per share at the effective time.
Risks and Contingencies: The filing notes that the summary of the amendment to the Articles of Incorporation is qualified by reference to the full document. The success of the listing maintenance depends on the stock price meeting the minimum bid requirement post-split.
Important Facts for Investor Verification
- Verify the new CUSIP number (34417J 500) for trading purposes starting February 9, 2026.
- Confirm the cash payment calculation for any fractional shares held, as no fractional shares will be issued.
- Review the adjustment of exercise prices and share counts for any held options, warrants, or convertible securities.
- Monitor the stock price post-split to ensure it meets the $1.00 minimum bid requirement to avoid further delisting risks.