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): June 20, 2025

FOCUS UNIVERSAL INC.

(Exact Name of Registrant as Specified in its Charter)

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:

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

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 ☐.

On June 20, 2025, Focus Universal Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). The Company engaged Broadridge Financial Services, Inc. to tabulate the proxies and, the Company’s CFO, Irving Kau, was duly appointed as the Inspector of Election and tabulated the votes cast at the Annual Meeting. Of the 7,124,013 shares of the Company’s common stock outstanding as of April 21, 2025, the record date for the Annual Meeting, 5,555,398 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, representing a quorum. The following matters were voted upon at the Annual Meeting and the vote with respect to each such matter are set forth below:

1.       Proposal One – Election of Directors. The election of the following named persons to serve as members of the Board of Directors of the Company until the annual meeting of shareholders to be held in 2026 (or action by written consent of shareholders in lieu thereof), or until their successors have been duly elected and qualified. The votes cast were as follows:

2.       Proposal Two – Ratification of Selection of Independent Registered Public Accounting Firm. The ratification of the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes cast were as follows:

3.       Proposal Three – Approve to Increase the Number of Authorized Shares of Common Stock. To approve, subject to the Board of Directors’ discretion to adopt, an amendment and restatement to our Articles of Incorporation to increase the number of authorized shares of our common stock, $0.001 par value per share (“Common Stock”), from 15,000,000 shares to a total of 25,000,000 shares. The votes cast were as follows:

4.        Proposal Four – Approve to Authorize Shares of Preferred Stock. To approve, subject to the Board of Directors’ discretion to adopt, an amendment and restatement to our Articles of Incorporation to authorize 5,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). The votes cast were as follows:

5.        Proposal Five – Say on Pay. To approve, on a non-binding advisory basis, the compensation of our named executives. The votes cast were as follows:

6.        Proposal Six – Say on Frequency. To approve, on a non-binding advisory basis, the frequency of the shareholder advisory vote on the compensation of our named executives. The votes cast were as follows:

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.