Focus Universal Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
Amendment to Certificate of Designation of Series B Convertible Preferred Stock
On December 5, 2025, following the approval by all of the holders of the Series B Convertible Preferred Stock (the “Series B Preferred Stock”), Focus Universal, Inc. (the “Corporation”) filed an amendment to the Certificate of Designation of Series B Preferred Stock (the “Amendment to Series B Designation”) that had the effect of altering the conversion price and floor price calculations of the Series B Preferred Stock in the event that the Corporation approves a subdivision, reverse stock split, or similar transaction. The Amendment to Series B Designation also provides for voluntary redemption rights at the option of the holder of Series B Preferred Stock. The Amendment to Series B Designation, as filed with the Secretary of State of Nevada, which is included hereto as Exhibit 3.1, is incorporated by reference into this Item 5.03.
Specifically, Section 9 of the Amendment to Series B Designation was changed to the following:
Section 9. Adjustment of Conversion Price and Floor Price upon Subdivision of Common Stock
If the Corporation at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price and Floor Price shall be correspondingly adjusted by adjusting any and all volume weighted conversion and floor price calculations as though the subdivision had occurred prior to the volume weighted calculation dates. In the event of a reverse stock split, combination of shares, or other similar transaction that results in a decrease in the number of outstanding shares of Common Stock, the Conversion Price and Floor Price shall be correspondingly adjusted by adjusting any and all volume weighted conversion and floor price calculations as though the reverse split, combination, or other similar transaction had occurred prior to the volume weighted calculation dates.. Any adjustment pursuant to this Section 9 shall become effective immediately after the record date for such event (or, if no record date is set, the effective date of such event). If any event requiring an adjustment under this Section 9 occurs during the period that a Conversion Price and Floor Price are calculated hereunder, then the calculation of such Conversion Price and Floor Price shall be adjusted appropriately to reflect such event.
Section 10 of the Amendment to Series B Certificate of Designation provides for the voluntary redemption rights.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to the Certificate of Designation of Series B, filed with the Secretary of State of Nevada on December 5, 2025. |
| 2 |
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: December 5, 2025 |
| FOCUS UNIVERSAL INC. | ||
| By: | /s/ Desheng Wang | |
| Name: | Desheng Wang | |
| Title: | Chief Executive Officer | |
| 3 |