FOCUS UNIVERSAL INC.

Effective Date; Symbol; CUSIP Number. The Reverse Split will be effective on February 9, 2026, and will be reflected with the Nasdaq Capital Market (“Nasdaq”) and in the marketplace at the open of business on February 9, 2026 (the “Effective Date”), whereupon the Common Stock will begin trading on a split-adjusted basis. In connection with the Reverse Split, the Company’s Common Stock will continue to trade on Nasdaq under the symbol “FCUV” but will trade under a new CUSIP Number, 34417J 500.

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s Common Stock shares held by each stockholder will be converted automatically into the number of whole Common Stock shares equal to the number of issued and outstanding Common Stock shares held by such stockholder immediately prior to the Reverse Split, divided by ten (10). No fractional shares will be issued in connection with the Reverse Split. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such holder would otherwise be entitled multiplied by the most recent closing price per share of Common Stock at the effective time of the Reverse Split (as adjusted to give effect to the Reverse Split).

State Filing. To effect the Reverse Split, the Company filed an amendment to the Company’s Articles of Incorporation effective as of 12:01 a.m. ET on February 5, 2026. This summary of the amendment is qualified in its entirety by reference to the Amended Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Board and Stockholder Approval. On October 10, 2025, the Company’s stockholders through a written consent in lieu of the special meeting approved to authorize the Board of Directors (the “Board”) to effect a reverse stock split, at a ratio of up to 200:1, with the exact ratio to be determined by the Board in its sole discretion at any time within one year from receiving stockholder approval. On January 27, 2026, the Board approved, through unanimous written consent, the Reverse Split at a ratio of one-for-ten (1:10).

Capitalization. While the Reverse Split will decrease the number of outstanding shares of Common Stock, it will not change the total number of shares of Common Stock authorized for issuance by the Company, nor will it change the par value of the Common Stock. Immediately after the Reverse Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain unchanged except for minor changes and adjustments that will result from not issuing fractional shares.

The Company remains authorized to issue 1,000,000,000 shares of Common Stock. As of January 27, 2026 (the “Record Date”), there were 9,865,249 shares of Common Stock outstanding. As a result of the Reverse Split, there will be approximately 986,524 Common Stock shares outstanding (subject to adjustment due to the effect of not issuing any fractional shares).

All options, convertible securities, and warrants of the Company outstanding immediately prior to the Reverse Split will be appropriately adjusted by dividing the number of common shares into which the options, convertible securities, and warrants are exercisable or convertible by ten (10) and multiplying the exercise or conversion price thereof by ten (10), as a result of the Reverse Split.

The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.

(d) Exhibits