Item 3. Legal Proceedings
Item 3. LEGAL PROCEEDINGS
On or about April 13, 2020, Ian Patterson, the
Chief Operations Officer of AVX resigned from his position. On May 5, 2020, Mr. Patterson filed an action in the Superior Court for the
County of Los Angeles, State of California, against the company, et al. The complaint alleges claims including discrimination, wrongful
termination, retaliation and various other provisions of the California Labor Code, and various other claims under California state law.
The complaint seeks unspecified economic and non-economic losses, as well as attorneys’ fees. On August 29, 2025, the Company and
Former COO entered into a confidential settlement agreement which concluded this matter and releases all claims against the Company. This
settlement has been accounted for in these financial statements and is scheduled to be executed and concluded in early August.
Similarly, on or about April 14, 2020, Devesa
Sarria, the Sales and Marketing Director, was terminated. On May 13, 2020, she filed an action in the Superior Court for the County of
Los Angeles, State of California. The Complaint alleges claims including discrimination, wrongful termination, retaliation and various
other provisions of the California Labor Code, and various other claims under California state law. On August 29, 2025, the Company and
Former Sales and Marketing Director entered into a confidential settlement agreement which concluded this matter and releases all claims
against the Company. This settlement has been accounted for in these financial statements and this is scheduled to be executed and concluded
in early August as well. The conclusion on these two related matters would mark the conclusion of all legal matters with respect to Focus
Universal Inc.
On August 26, 2024, a former software engineer
filed an action against Perfecular Inc., a wholly owned subsidiary of the Company, in the Superior Court for the County of San Bernardino,
State of California alleging wrongful termination and other violations of the California Labor Code. This case was settled for $130,000
plus legal fees, and its impact recorded in the accompanying financial statements. The Company has EPLI insurance with a deductible amount
of $100,000. During the quarter, Focus Universal settled and this matter was finally executed and concluded on April 25, 2025.
On October 28, 2024, MGR Real Estate, Inc. a California
corporation, filed an action in the Superior Court of the State of California, County of San Bernardino, against the Company. The complaint
alleges a variety of things including breach of contract and declaratory relief. The complaint is in connection with a listing agreement
executed between the Company and the plaintiff, which plaintiff alleges gave it exclusive rights to list and sale the property located
at 2311 E. Locust St., Ontario, CA 91761 (the “Premises”). The complaint seeks damages in a minimum amount of $373,025, plus
interest at a rate of 10% per annum. On April 10, 2025, the Company, Mr. Kau, and MGR Real Estate, Inc. entered into a confidential settlement
agreement which concluded this matter and releases all claims against the Company. This reduced impact has been accounted for in these
financial statements.
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On January 19, 2026, the Company received requests
for redemption (the “Redemption Notices”) from the holders of the outstanding shares of Series B Convertible Preferred Stock
(“Series B Preferred Stock”). Pursuant to the Certificate of Designation of Series B Preferred Stock, as amended, the holders
of the outstanding shares of Series B Preferred Stock have the option to require the Company, to redeem all or less than all of the outstanding
shares of Series B Preferred Stock. From the date the Company receives the Redemption Notice, the Company had 20 trading days (the “Time
Period”) to redeem the shares of Series B Preferred Stock set forth in the notice for a price equal to the Purchase Price multiplied
by the number of shares of Series B Preferred Stock subject to such redemption. Since the Company has received the Redemption Notice,
the Time Period the Company had to redeem the shares of Series B Preferred Stock has since lapsed. As provided in the Certificate of Designation,
with respect to redemption, the Company must comply with Nevada state law which prohibits certain distributions or redemptions. Therefore,
management of the Company took the position that under Nevada state law, the Series B Transaction documents do not require the Company
to redeem the Series B holders under the specific conditions demanded by the investors. As of March 16, 2026, a total of 6,447 shares
of Series B Preferred Stock or an aggregate of $5,479,950 remain subject to redemption. On February 19, 2026, the Series B investors sent
a redemption demand letter for 3,716 outstanding Series B Preferred shares, totaling $3,158,600. This demand letter was subsequently rescinded
by the Series B holders while the Series B holders and management attempted to negotiate a settlement. On March 17, 2026, after the parties could not successfully negotiate
a settlement, the Series B investors renewed their redemption requests by emailing Company management a notice of default. The Company has engaged external advisors to assist in discussions
with the holders of the Series B Preferred Stock and is currently engaged in ongoing negotiations to determine the most appropriate resolution
that maximizes value for all stockholders, including the Series B shareholders. In addition, management is actively working to identify
potential buyers to purchase the Series B Preferred Stock from holders seeking redemption on mutually acceptable terms.
Item 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
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PART II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.