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    Focus Universal Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    12/18/24 2:05:32 PM ET
    $FCUV
    Industrial Machinery/Components
    Industrials
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    FOCUS UNIVERSAL INC. Form 8-K
    false --12-31 0001590418 0001590418 2024-12-13 2024-12-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of Earliest Event Reported): December 13, 2024

     

    FOCUS UNIVERSAL INC.

    (Exact Name of Registrant as Specified in its Charter)

     

    Nevada  000-55247  46-3355876
    (State or Other Jurisdiction
    of Incorporation)
     

    (Commission

    File Number)

      (I.R.S. Employer
    Identification No.)

     

    2311 East Locust Street

    Ontario, California

      91761
    (Address of Principal Executive Offices)  (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: (626) 272-3883

    Registrant’s Fax Number, Including Area Code: (917) 791-8877

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class Trading Symbol(s) Name of each exchange on which registered
    Common stock, $0.001 par value per share FCUV

    The Nasdaq Stock Market LLC

    (Nasdaq Capital Market)

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.

     

     

     

       

     

     

    Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    As previously disclosed, on November 29, 2024, Focus Universal Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”) and the shareholders of the Company approved of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 75,000,000 to 150,000,000.

     

    Effective December 13, 2024, the Company amended and restated its Articles of Incorporation to increase the Company’s Common Stock from 75,000,000 to 150,000,000 shares by filing the Amended and Restated Articles of Incorporation with the Secretary of State of Nevada. The Amended and Restated Articles of Incorporation, which is included hereto as Exhibit 3.1, is incorporated by reference into this Item 5.03.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit No. Description
    3.1

    Amended and Restated Articles of Incorporation of Focus Universal Inc., filed with the Secretary of State of the State of Nevada on December 13, 2024

    104 Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

     

     

     

     

     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 18, 2024

     

      FOCUS UNIVERSAL, INC.
         
         
      By: /s/ Desheng Wang
      Name: Desheng Wang
      Title: Chief Executive Officer

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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