Focus Universal Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 20, 2024, Focus Universal Inc. (the “Company”) announced that it has received approval from Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) to transfer the listing from the Nasdaq Global Market to the Nasdaq Capital Market. The Company’s securities will be transferred to the Capital Market at the opening of business on September 23, 2024.
As previously disclosed, on March 20, 2024, Focus Universal Inc. (the “Company”), received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that based upon the closing bid price for the last 30 consecutive business days, the Company no longer met the Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). The Company thereafter had 180 calendar days, or until September 16, 2024, (the “Initial Compliance Date”), to regain compliance with the Bid Price Rule or to transfer to the Nasdaq Capital Market and request an additional 180-day extension to comply with the Bid Price Rule. On September 19, 2024, the Company received a letter from the Staff, notifying the Company that the Company’s securities would be transferred to the Nasdaq Capital Market effective as of September 23, 2024 and afforded another 180 calendar-day extension, or until March 17, 2025 (the “New Compliance Date”).
If, at any time before the New Compliance Date, the bid price of the Company’s security is at least $1 for a minimum of ten (10) consecutive business days, the Staff will provide written confirmation of compliance to the Company and this matter will be closed with respect to the Bid Price Rule.
The Company will continue to actively monitor the closing bid price of its common stock and will evaluate available options, including, without limitation, submitting a transfer application to the Nasdaq Capital Market and/or seeking to effect a reverse stock split, in order to resolve the deficiency and regain compliance with the Bid Price Rule and the MVLS Rule. The Company’s common stock will be listed and traded on The Nasdaq Capital Market during the 180-day compliance period that ends on the New Compliance Date, subject to the Company’s compliance with the other continued listing requirements of the Nasdaq Capital Market.
Notwithstanding the foregoing, however, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule or will otherwise be in compliance with other applicable Nasdaq listing rules or that the Company will be able to successfully implement a reverse stock split if it decides to pursue one.
| Item 7.01 | Regulation FD Disclosure. |
A press release issued on September 20, 2024 announcing the listing on Nasdaq Capital Market. A copy of that press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press release, dated September 20, 2024 |
| 104 | Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL). |
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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: September 20, 2024 |
| FOCUS UNIVERSAL, INC. | ||
| By: | /s/ Desheng Wang | |
| Name: | Desheng Wang | |
| Title: | Chief Executive Officer | |
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