What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-02-28 · 188 added, 181 removed, 462 unchanged (44% of the section changed)

44 unchanged sentences

concluded that as of December 31, 2025, our internal control over financial reporting was not effective because of the following material

· Due to our small number of employees and resources, we have limited segregation of duties, as a result of which there is insufficient

independent review of duties performed.

· Due to our small number of employees and resources, we have limited segregation of duties, as a result of which do not have the ability

to implement internal controls over the granting of access to our IT environment.

· As a result of the limited number of accounting personnel, we rely on inexperienced staff and outside consultants for the preparation

of our financial reports, including tax preparation, which could require adjustments and lead to overlooking items requiring disclosure.

a result, we had ineffective controls over our financial statement closing and reporting process.

· As a result of the Company’s limited financial and personnel resources, there may be difficulties in timely analyzing and identifying

potential operational and disclosure transactions within management and to comply with financial reporting regulations.

Due to our small number of employees and resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed.

Due to our small number of employees and resources, we have limited segregation of duties, as a result of which do not have the ability to implement internal controls over the granting of access to our IT environment.

As a result of the limited number of accounting personnel, we rely on inexperienced staff and outside consultants for the preparation of our financial reports, including tax preparation, which could require adjustments and lead to overlooking items requiring disclosure.

As a result, we had ineffective controls over our financial statement closing and reporting process.

As a result of the Company’s limited financial and personnel resources, there may be difficulties in timely analyzing and identifying potential operational and disclosure transactions within management and to comply with financial reporting regulations.

We are working to remediate the deficiencies and

19 unchanged sentences

Changes in Internal Controls

No change in our internal control over financial reporting (as defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period ended December 31, 2024 that has materially

affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

No change in our internal control over financial reporting (as

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period ended December 31, 2025 that has

materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial

OTHER INFORMATION

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directors and significant employees as of the date of this report:

Director and Chairman

Desheng Wang*

Chief Executive Officer, Secretary, and Director

Irving Kau******

Chief Financial Officer

Chief Financial Officer and Director

Michael Pope***

Chairman and Director (1)

Carine Clark***

Sean Warren****

* Appointed director on October 21, 2015

_______________

* Appointed director on December 29, 2014

**** Appointed director on June 8, 2018

** Appointed director on March 27, 2026

*** Appointed director on June 8, 2018 and Chairman on March 27, 2026

**** Appointed director on August 10, 2022

****** Appointed officer on November 18, 2022

(1) Independent director

2 unchanged sentences

At the present time,

members of the Board of Directors are not compensated with cash for their services to the board.

non-independent members of the Board of Directors are not compensated with cash for their services to the board.

Each of our officers is elected by the Board of

12 unchanged sentences

Wang has served as president of Vitashower Corporation and formerly as President of Perfecular Inc.

Edward Lee was appointed President and director

on October 21, 2015.

On November 15, 2019, Dr.

Lee resigned as President and was appointed as Chairman of the Board of Directors.

Lee received his bachelor’s degree in Mathematics at Lanzhou University in 1983, received his master’s degree at University

of Science and Technology of China in 1985 and earned his Ph.D.

in Mathematics at University of Florida in 1991.

Lee worked as an

assistant professor at Tsinghua University in 1986 and National University of Singapore in 1992.

Since 1996, Dr.

Lee has served as CEO

of AIDP, a leading supplier of dietary supplement ingredients, focusing on research and development and marketing and sales of proprietary

ingredients like Magtein, KoACT, Predtic X, and Actizin.

Lee is also serving as the Vice Chairperson of the American Chinese CEO Association.

Lee is married to Jennifer Gu, a former director of Focus Universal.

Irving Kau was appointed as Chief Financial Officer

1 unchanged sentence

November 10, 2021.

On March 27, 2026, Mr.

Kau was appointed as a director.

Prior to joining the Company, Mr.

Kau served as a Managing Partner of both Elementz Ventures and KW Capital Partners,

and during his tenure he successfully invested and grew companies across various geographies.

Kau served as a Managing

Partner of both Elementz Ventures and KW Capital Partners, and during his tenure he successfully invested and grew companies across various

The Company expects that as CFO, Mr.

will assist with many matters in the near future, including building up the Company’s internal businesses, processes and controls,

the Company’s external outreach and growth measures, as well as strengthen the Company’s financial reporting and the investor

Kau will assist with many matters in the near future, including building up the Company’s

internal businesses, processes and controls, the Company’s external outreach and growth measures, as well as strengthen the Company’s

financial reporting and the investor relations.

Prior to his work at Elementz Ventures and KW Capital Partners, Mr.

Kau served as the head of Asia at GHS (now known as Seaport

Kau also previously served for approximately 10 years as Chief Financial Officer of an AgBiotech company Origin Agritech

Limited (Nasdaq:

During his tenure, shareholders included Wellington Management, Fidelity Investments, Citadel Investments, Heartland

Fund, Mitsubishi UFJ, amongst others.

Kau received undergraduate degrees from Johns Hopkins University and a graduate degree from

Rice University and pursued a PhD degree in Business Strategy (economics) at USC.

Kau served as the

head of Asia at GHS (now known as Seaport Global).

Kau also previously served for approximately 10 years as Chief Financial Officer

of an AgBiotech company Origin Agritech Limited (Nasdaq:

During his tenure, shareholders included Wellington Management, Fidelity

Investments, Citadel Investments, Heartland Fund, Mitsubishi UFJ, amongst others.

Kau received undergraduate degrees from Johns Hopkins

University and a graduate degree from Rice University and pursued a PhD degree in Business Strategy (economics) at USC.

Michael Pope was appointed as a director of the

Company on June 8, 2018.

Pope serves as the CEO and Chairman at Boxlight Corporation (Nasdaq:

BOXL), a global provider of interactive

technology solutions, where he has been an executive since July 2015 and director since September 2014.

Pope has led Boxlight through

nine acquisitions from 2016 to 2020, a Nasdaq IPO in November 2017, and over $100 million in debt and equity fundraising.

He previously

served as Managing Director at Vert Capital, a private equity and advisory firm from October 2011 to October 2016, managing portfolio

holdings in the education, consumer products, technology and digital media sectors.

Prior to joining Vert Capital, from May 2008 to October

Pope was Chief Financial Officer and Chief Operating Officer for the Taylor Family in Salt Lake City, managing family investment

holdings in consumer products, professional services, real estate and education.

Pope also held positions including senior SEC reporting

at Omniture (previously listed on Nasdaq and acquired by Adobe (Nasdaq:

Company on June 8, 2018, and was appointed as Chairman of the Board of Directors on March 27, 2026.

Pope serves as the CEO and Chairman

at Boxlight Corporation (Nasdaq:

BOXL), a global provider of interactive technology solutions, where he has been an executive since July

2015 and director since September 2014.

Pope has led Boxlight through nine acquisitions from 2016 to 2020, a Nasdaq IPO in November

2017, and over $100 million in debt and equity fundraising.

He previously served as Managing Director at Vert Capital, a private equity

and advisory firm from October 2011 to October 2016, managing portfolio holdings in the education, consumer products, technology and digital

media sectors.

Prior to joining Vert Capital, from May 2008 to October 2011, Mr.

Pope was Chief Financial Officer and Chief Operating

Officer for the Taylor Family in Salt Lake City, managing family investment holdings in consumer products, professional services, real

estate and education.

Pope also held positions including senior SEC reporting at Omniture (previously listed on Nasdaq and acquired

by Adobe (Nasdaq:

ADBE) in 2009) and Assurance Associate at Grant Thornton.

January 2021, Mr.

Pope has served as a member of the board of directors of Novo Integrated Sciences, Inc.

NVOS), a provider of

multi-dimensional primary healthcare products and services.

He holds an active CPA license and earned his undergraduate and graduate degrees

in accounting from Brigham Young University.

Sean Warren is a seasoned executive with over

25 years of experience in technology and enterprise technology systems.

He brings a wealth of expertise with strengths in areas such as

software development, cloud management, enterprise infrastructure development and full spectrum of IT compliance.

Sean has been the CIO

of Mountain Medical, Veyo Medical and VP of IT at Larry Miller.

He has worked for technology companies as Omniture, Adobe and served as

the director of cloud operations at Domo from 2016 to 2018.

From 2019-2021, Mr.

Warren served as the VP of OPSA Change Advisory at Wells

Fargo, and since 2021 to the present works as the VP of Global Platform Services at Cotiviti where he manages over 1,000 employees globally

in four countries.

Sean is fluent in Spanish and graduated from Florida State University in accounting.

Warren previously served on

our board of directors from June 2018 to November 28, 2018.

Since January 2021, Mr.

Pope has served as a member of the

board of directors of Novo Integrated Sciences, Inc.

NVOS), a provider of multi-dimensional primary healthcare products and services.

He holds an active CPA license and earned his undergraduate and graduate degrees in accounting from Brigham Young University.

Sean Warren was appointed as a director of the

Company on August 10, 2022.

Warren is a seasoned executive with over 25 years of experience in technology and enterprise technology

He brings a wealth of expertise with strengths in areas such as software development, cloud management, enterprise infrastructure

development and full spectrum of IT compliance.

Sean has been the CIO of Mountain Medical, Veyo Medical and VP of IT at Larry Miller.

He has worked for technology companies as Omniture, Adobe and served as the director of cloud operations at Domo from 2016 to 2018.

2019-2021, Mr.

Warren served as the VP of OPSA Change Advisory at Wells Fargo, and since 2021 to the present works as the VP of Global

Platform Services at Cotiviti where he manages over 1,000 employees globally in four countries.

Sean is fluent in Spanish and graduated

from Florida State University in accounting.

Warren previously served on our board of directors from June 2018 to November 28, 2018.

Carine Clark was appointed as an independent director

17 unchanged sentences

Our Board of Directors currently consists of five

Our Chairperson of the Board of Directors is Dr.

Edward Lee and Dr.

Desheng Wang are the two members of our Board

of Directors who are not independent directors.

Michael Pope, Sean Warren, and Carine Clark are the three members of our Board of Directors

who are independent directors.

As of March 27, 2026, our Chairman of the Board of Directors is Michael Pope..

On March 27, 2026, Irving Kau was appointed to

the Board of Directors as a director.

Desheng Wang and Irving Kau are the two members of our Board of Directors who are not independent

Michael Pope, Sean Warren, and Carine Clark are the three members of our Board of Directors who are independent directors.

Director Attendance at Meetings

168 unchanged sentences

each member of our Board, other than Dr.

Edward Lee and Dr.

Desheng Wang, are an independent director;

and all standing committees of

our Board of Directors are composed entirely of independent directors, in each case under NASDAQ’s independence definition applicable

Desheng Wang and Irving Kau, are an independent director;

and all standing committees of our

Board of Directors are composed entirely of independent directors, in each case under NASDAQ’s independence definition applicable

to boards of directors.

20 unchanged sentences

our executive officers.

Summary Compensation

Summary Compensation Table

Name and Principal

16 unchanged sentences

agreement included a salary and certain equity incentive.

Kau would receive up to 1,500 shares of the Company’s common stock

per year, vesting in 4 installments of 375 shares at the end of each calendar quarter, provided that certain metrics are achieved.

other officer or director has formally entered into any compensation arrangement for services provided under consulting agreements or

employment agreements.

Kau would receive up to 150 shares of the Company’s common stock per

year, vesting in 4 installments of 38 shares at the end of each calendar quarter, provided that certain metrics are achieved.

officer or director has formally entered into any compensation arrangement for services provided under consulting agreements or employment

Retirement, Resignation or Termination Plans

27 unchanged sentences

Incentive Plan

Shares, Units

Payout Value of

Shares, Units or

That Have Not

7 unchanged sentences

December 31, 2034

December 31, 2035

Desheng Wang - CEO, Secretary

5 unchanged sentences

December 31, 2034

December 31, 2035

Irving Kau - CFO

Michael Pope - Chairman (2)

December 30, 2031

2 unchanged sentences

December 31, 2034

December 31, 2035

August 6, 2029

7 unchanged sentences

December 31, 2033

December 31, 2034

__________________

(1) As of December

31, 2025, Edward Lee was the Chairman of our Board of Directors.

(2) As of March

27, 2026, Michael Pope was appointed as the Chairman of our Board of Directors.

Narrative Disclosure Requirement Regarding

Awards of Options

The information required by this Item is

incorporated by reference to the sections of our 2025 Proxy Statement.

The Board of Directors and Compensation Committee

generally have approved equity grants (including stock options) to our directors at their meetings in or around December of each fiscal

year for the next fiscal year.

The equity awards usually are granted on the first trading day of the new fiscal year.

The dates for those

Board and Committee meetings generally are set a year in advance and on a fairly consistent cadence year over year.

Granting of Certain Equity Awards Close

in Time to the Release of Material Nonpublic Information

do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes

to the price of our common stock, and do not time the public release of such information based on award grant dates.

last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four

business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or

furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose

of affecting the value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

5 unchanged sentences

own more than five percent (5%) of any class of our outstanding shares.

As of December 31, 2024, there were 7,153,647 shares of our common

As of March 25, 2026, there were 1,025,135 shares of our common

stock outstanding:

3 unchanged sentences

Percentage of

Desheng Wang, CEO, and Director

Edward Lee, Chairman and Director

Desheng Wang, CEO, Secretary, and Director

Jennifer Gu (2)

Michael Pope, Chairman and Director

Irving Kau, CFO and Director

Carine Clark, Director

Sean Warren, Director

All directors and officers as a group

*Less than 1%

(1) Applicable percentage of ownership is based

on 7,153,647 shares of common stock outstanding on December 31, 2024.

Percentage ownership is determined based on shares

owned together with securities exercisable or convertible into shares of common stock within 60 days of December 31, 2024, for each stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect

to securities.

Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently

exercisable or exercisable within 60 days of December 31, 2024, are deemed to be beneficially owned by the person holding such securities

for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing

the percentage ownership of any other person.

on 1,025,135 shares of common stock outstanding on March 25, 2026.

Percentage ownership is determined based on shares owned together with

securities exercisable or convertible into shares of common stock within 60 days of March 25, 2026, for each stockholder.

Beneficial ownership

is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable

within 60 days of March 25, 2026, are deemed to be beneficially owned by the person holding such securities for the purpose of computing

the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of

any other person.

Our common stock is our only issued and outstanding class of securities eligible to vote.

As of December 31, 2024, there were 3,965,065

shares of common stock outstanding owned or exercisable by our officers and directors.

(2) On February 26, 2026, Dr.

Edward Lee, who

was our Chairman and Director, passed away and he is survived by his wife, Jennifer Gu, who until further notice, is likely the beneficial

Lee’s holdings.

(3) As of March 25, 2026, there were 234,048 shares

of common stock outstanding owned or exercisable by our officers and directors.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Consulting services provided by the President,

Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer for the years ended December 31, 2024 and 2023 were as follows:

Chief Executive Officer, Secretary and Treasurer

Chief Financial Officer

Director Independence

1 unchanged sentence

if he or she is also an executive officer or employee of the corporation.

Our director Edward Lee is also our Chairman;

our director Desheng

Wang is also our Chief Executive Officer.

Our director Irving Kau is also our Chief Financial Officer;

our director Desheng Wang is also our Chief Executive Officer.

The rest of our directors are independent directors.

PRINCIPAL ACCOUNTING FEES AND SERVICES

On January 19, 2023, we changed our independent

auditor to Reliant CPA PC (the “Former Auditor”).

On January 12, 2024, the Company notified the Former Auditor that the Company

is dismissing it as the independent registered public accounting firm of the Company.

On January 5, 2024, the Company engaged Weinberg

& Company, P.A.

(the “New Auditor”) as its independent PCAOB registered public accounting firm for the Company’s

fiscal year ended December 31, 2023 and 2024.

The recommendation to engage the New Auditor as the Company’s independent registered

public accounting firm was approved by the Company’s Audit Committee and the Company’s Board of Directors as it being in the

best interests of the Company.

On January 12, 2024, the Company notified the

Former Auditor that the Company is dismissing it as the independent registered public accounting firm of the Company.

On January 5, 2024,

the Company engaged Weinberg & Company, P.A.

(the “New Auditor”) as its independent PCAOB registered public accounting

firm for the Company’s fiscal year ended December 31, 2024 and 2025.

The recommendation to engage the New Auditor as the Company’s

independent registered public accounting firm was approved by the Company’s Audit Committee and the Company’s Board of Directors

as it being in the best interests of the Company.

For the years ended December 31, 2025 and 2024,

9 unchanged sentences

and other services.

of Incorporation of Focus Universal Inc., as filed with the SEC on December 26, 2013.

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

13, 2024 , as filed with the SEC on December 18, 2024 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on December

Certificate of Change filed with the Nevada Secretary of State on January 28, 2025 , as filed with the SEC on January 29, 2025 (incorporated by reference to Exhibit 3.1 of Form

8-K filed on January 29, 2025.)

and Restated Bylaws , as filed with the SEC on October 22, 2019.

EXHIBIT NUMBER

Articles of Incorporation of Focus Universal Inc., as filed with the SEC on December 26, 2013.

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 , as filed with the SEC on December 18, 2024 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on December 18, 2024).

Certificate of Change filed with the Nevada Secretary of State on January 28, 2025 , as filed with the SEC on January 29, 2025 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on January 29, 2025.)

2 nd Amended and Restated Articles of Incorporation of Focus Universal Inc.

with the Secretary of Nevada on September 8, 2025 .

3 rd Amended and Restated Articles of Incorporation of Focus Universal Inc.

with the Secretary of Nevada on November 17, 2025 .

Amendment to Articles of Incorporation as filed with the Nevada Secretary

of State on February 5, 2026 as previously disclosed with the SEC on February 5, 2026.

Amended and Restated Bylaws , as filed with the SEC on October 22, 2019.

Certificate of Designation of Series A , filed with the Secretary of State of Nevada on October

21, 2025 , as filed with the SEC on October 27, 2025.

Certificate of Designation of Series B , filed with the Secretary of State of Nevada on October

20, 2025 , as filed with the SEC on October 27, 2025.

Amended and Restated Certificate of Designation of Series B , filed with the Secretary of State

of Nevada on December 5, 2025 , as filed with the SEC on December 8, 2025.

2018 Equity Incentive Plan , as filed with the SEC on December 28, 2018.

Agreement by and between the Company and Irving Kau, dated November 3, 2021 , as filed with the SEC on March 31, 2023.

Employment Agreement by and between the Company and Irving Kau, dated November 3, 2021 , as filed with the SEC on March 31, 2023.

Amendment to I.

Kau Employment Agreement, dated November 3, 2022 , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.8).

Note with Chase Bank, dated March 10, 2021 for $108,750 SBA Loan , as filed with the SEC on March 23, 2021.

Promissory Note with East West Bank, dated January 8, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

Agreement with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

Guarantee Agreement with Golden Sunrise Investment LLC, dated March 15, 2021 , as filed with the SEC on March 23, 2021.

Promissory Note with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

the Market Sales Agreement, dated December 9, 2022, with Sutter Securities , as filed with the SEC on December 12, 2022 (previously

mislabeled as Exhibit 10.1).

Purchase Agreement, dated December 19, 2022 with AT Tech Systems , as filed with the SEC on March 31, 2023 (previously mislabeled

as Exhibit 10.10).

of Organization of Lusher Bioscientific, LLC , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.11).

of Lusher Bioscientific , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.12).

of Organization of AT Tech Systems, LLC , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.13).

Agreement of AT Tech Systems, LLC , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.14.).

Agreement with Ziling Gao dated January 4, 2024 , as filed with the SEC on December 31, 2023 (previously mislabeled as Exhibit

Offer for Purchase of Real Estate with 620Magnolia LLC dated February 15, 2024, as filed with the SEC on February 27, 2024 (previously

mislabeled as Exhibit 10.1).

of Lease with 620Magnolia LLC dated February 22, 2024, as filed with the SEC on February 27, 2024 (previously mislabeled as Exhibit

Agreement with 620Magnolia LLC dated February 22, 2024, as filed with the SEC on February 27, 2024 (previously mislabeled as

Exhibit 10.3).

Rent Adjustment(s) with 620 Magnolia LLC , as

filed with the SEC on February 27, 2024 (previously mislabeled as Exhibit 10.4).

Offer, Agreement, and Escrow Instructions with Silver Music LLC dated May 7, 2024 , as filed with the SEC on July 8, 2024 (previously

mislabeled as Exhibit 10.1).

Industrial/Commercial Single-Tenant Lease with Veena Asset Management LLC dated July 8, 2024 , as filed with the SEC on July 8,

2024 (previously mislabeled as Exhibit 10.2).

Form of Placement

Agency Agreement with Univest Securities, LLC, dated September 15, 2024 , as filed with the SEC on September 15, 2024 (previously

mislabeled as Exhibit 10.1).

of Securities Purchase Agreement with certain Purchasers, dated September 15, 2024 , as filed with the SEC on September 15, 2024

(previously mislabeled as Exhibit 10.2).

Purchase Agreement dated November 16, 2024 with Alumni Capital LP.

, as filed with the SEC on November 16, 2024 (previously mislabeled

as Exhibit 10.1).

Insider Trading Policy

List of Subsidiaries , as filed with the SEC

on April 1, 2024.

Promissory Note with Chase Bank, dated March 10, 2021 for $108,750 SBA Loan , as filed with the SEC on March 23, 2021.

Secured Promissory Note with East West Bank, dated January 8, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

Loan Agreement with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

Company Guarantee Agreement with Golden Sunrise Investment LLC, dated March 15, 2021 , as filed with the SEC on March 23, 2021.

Secured Promissory Note with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

At the Market Sales Agreement, dated December 9, 2022, with Sutter Securities , as filed with the SEC on December 12, 2022 (previously mislabeled as Exhibit 10.1).

Asset Purchase Agreement, dated December 19, 2022 with AT Tech Systems , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.10).

Articles of Organization of Lusher Bioscientific, LLC , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.11).

Bylaws of Lusher Bioscientific , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.12).

Articles of Organization of AT Tech Systems, LLC , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.13).

Operating Agreement of AT Tech Systems, LLC , as filed with the SEC on March 31, 2023 (previously mislabeled as Exhibit 10.14.).

Loan Agreement with Ziling Gao dated January 4, 2024 , as filed with the SEC on December 31, 2023 (previously mislabeled as Exhibit 10.15).

Standard Offer for Purchase of Real Estate with 620Magnolia LLC dated February 15, 2024, as filed with the SEC on February 27, 2024 (previously mislabeled as Exhibit 10.1).

Guaranty of Lease with 620Magnolia LLC dated February 22, 2024, as filed with the SEC on February 27, 2024 (previously mislabeled as Exhibit 10.2).

Lease Agreement with 620Magnolia LLC dated February 22, 2024, as filed with the SEC on February 27, 2024 (previously mislabeled as Exhibit 10.3).

Rent Adjustment(s) with 620 Magnolia LLC , as filed with the SEC on February 27, 2024 (previously mislabeled as Exhibit 10.4).

Standard Offer, Agreement, and Escrow Instructions with Silver Music LLC dated May 7, 2024 , as filed with the SEC on July 8, 2024 (previously mislabeled as Exhibit 10.1).

Standard Industrial/Commercial Single-Tenant Lease with Veena Asset Management LLC dated July 8, 2024 , as filed with the SEC on July 8, 2024 (previously mislabeled as Exhibit 10.2).

Form of Placement Agency Agreement with Univest Securities, LLC, dated September 15, 2024 , as filed with the SEC on September 15, 2024 (previously mislabeled as Exhibit 10.1).

Form of Securities Purchase Agreement with certain Purchasers, dated September 15, 2024 , as filed with the SEC on September 15, 2024 (previously mislabeled as Exhibit 10.2).

Securities Purchase Agreement dated November 16, 2024 with Alumni Capital LP.

, as filed with the SEC on November 16, 2024 (previously mislabeled as Exhibit 10.1).

At the Market Sales Agreement, dated September 22, 2025 with Ladenburg Thalman & Co.

as filed with the SEC on September 25, 2025.

Insider Trading Policy (incorporated by reference to Exhibit 19 on Form 10-K filed on February 28, 2025)

List of Subsidiaries , as filed with the SEC on April 1, 2024.

Consent of Weinberg & Company P.A.

3 unchanged sentences

Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

for the Recovery of Erroneously Awarded Compensation , as filed with the SEC on April 1, 2024.

Policy for the Recovery of Erroneously Awarded Compensation , as filed with the SEC on April 1, 2024.

Press Release by Focus Universal Inc.

dated January 29, 2025 (incorporated

by reference to Exhibit 99.1 of Form 8-K filed on January 29, 2025).

Inline XBRL Instance Document (the instance document does not appear

in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)**

dated January 29, 2025 (incorporated by reference to Exhibit 99.1 of Form 8-K filed on January 29, 2025).

Press Release by Focus Universal Inc.

dated October 27, 2025 (incorporated

by reference to Exhibit 99.1 of Form 8-K filed on October 27, 2025).

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)**

Inline XBRL Taxonomy Extension Schema Document**

10 unchanged sentences

thereunto duly authorized.

February 28, 2025

March 31, 2026

FOCUS UNIVERSAL INC.

6 unchanged sentences

Chief Executive Officer, Secretary and Director

February 28, 2025

Focus Universal Inc., a Nevada corporation

/s/ Desheng Wang

By Desheng Wang,

By Desheng Wang, its CEO

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures