Business Context and Reporting Period
This Form 8-K filing by FOCUS UNIVERSAL INC. covers the reporting period ending December 31, 2015. The report details a material definitive agreement entered into on December 30, 2015, and finalized on December 31, 2015, involving a corporate merger.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the structural terms of a merger transaction rather than operational financial performance.
Material Changes
- Merger Transaction: FOCUS UNIVERSAL INC. acquired all issued and outstanding shares of Perfecular Inc. (a California corporation).
- Structure: The acquisition was executed via a merger between Perfecular Inc. and FCUV Acquisition Corp., a wholly-owned Nevada subsidiary of FOCUS UNIVERSAL INC. Perfecular Inc. remains the surviving corporation.
- Consideration: The transaction involved the issuance of 27,994,706 shares of FOCUS UNIVERSAL INC. common stock to the shareholders of Perfecular Inc.
- Management Continuity: The board of directors and officers of FOCUS UNIVERSAL INC. remained unchanged as of the closing date.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure of the merger agreement terms. The primary contingency noted is the successful filing of Articles of Merger with the State of Nevada and a Certificate of Merger with the State of California, which were completed on December 31, 2015.
Investor Verification Checklist
- Verify the exact number of shares issued (27,994,706) and the resulting dilution impact on existing shareholders.
- Review the attached Exhibit 2.1 (Agreement and Plan of Merger) for detailed terms, representations, and warranties not summarized in this report.
- Confirm the post-merger capital structure and the status of Perfecular Inc. as the surviving entity.
- Check subsequent filings for the financial statements of the combined entity to assess the impact of the acquisition on liquidity and operations.