Focus Universal Inc

This management proposal asks shareholders to approve, for Nasdaq compliance and financing flexibility, the potential issuance of up to $250 million (or up to 250 million shares on conversion) in one or more non-public offerings within nine months, at discounts up to 30% of market price and otherwise on terms the Board deems appropriate. Management frames this authorization as necessary to raise capital quickly to support multiple strategic initiatives, including commercialization of the Ubiquitor device, acquisition of a commercial office building, and implementation of a digital asset treasury strategy, while preserving operating liquidity. Under Nasdaq Rule 5635, shareholder approval is required for non-public issuances exceeding 20% of outstanding shares at a discount; this vote would authorize offerings likely to exceed that threshold and thereby avoid delays and conditional approvals for each transaction. The proxy discloses that proceeds may be used to purchase digital assets (including cryptocurrency) as part of a new treasury strategy, and it candidly lists heightened operational, market and regulatory risks associated with digital assets. The company also discloses dilution risk and the potential for concentration of voting power if a large purchaser acquires a significant block in a private placement. The Board’s rationale emphasizes the need to preserve Nasdaq listing standards (e.g., minimum stockholders’ equity and $1.00 bid) and to provide management discretion to execute financings without the time and expense of public offerings. Important structural terms disclosed — 9‑month authorization window, 30% maximum discount, and $250 million cap — materially constrain but still permit substantial dilution; investors should evaluate the potential timing, counterparty identity, and valuation protections (e.g., anti-dilution or registration undertakings) that are not yet specified. Given the company’s limited operating revenue and its stated near-term cash needs, the proposal gives management meaningful short-term financing flexibility but increases dilution and strategic risk, particularly if proceeds are allocated to volatile digital assets. The Board recommends FOR the proposal, arguing the authorization is in stockholders’ interests to maintain liquidity and strategic optionality, though shareholders must weigh dilution and the company’s nascent digital-asset exposure when deciding how to vote.

This advisory proposal requests shareholder approval of the overall compensation paid to named executive officers; it is non-binding and intended to give the Board and Compensation Committee investor feedback. The compensation program disclosed emphasizes base salary, discretionary bonuses and equity-based incentives, with the Compensation Committee asserting pay-for-performance alignment and a view that current cash compensation is below thresholds that would trigger certain tax-deductibility concerns. The proxy provides pay-versus-performance tables and notes modest total compensation for the CEO and CFO relative to the company’s reported losses and low market capitalization, which makes this advisory vote an important signal rather than a material constraint. The Board notes shareholders previously favored an annual advisory vote frequency and has scheduled the next advisory vote for 2027, reflecting the company's responsiveness to investor preferences. Management recommends a vote FOR, while investors should consider whether disclosed incentives, discretionary equity grants, and related-party transactions provide adequate alignment and oversight. Given the company’s small size, the Compensation Committee relies on discretion and external advisors at times, and the non-binding result will guide future compensation decisions rather than mandate changes. From a governance standpoint, a failure of this proposal could trigger engagement and possible changes to pay structures; a strong 'For' vote would affirm current practices but does not limit future committee discretion.