Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The Board determined that the number of directors that shall constitute the whole Board should be decreased from seven to five, which is within the limits set forth in the Company's bylaws.

As a result, on June 2, 2023, Jennifer Gu notified Focus Universal Inc. (the "Company") of her decision to resign as a member of the Board of Directors of the Company (the "Board"), effective immediately. Ms. Gu's decision to resign from the Board was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

Also on June 2, 2023, Sheri Lofgren notified the Company of her decision to resign as a member of the Board, the compensation committee and the audit committee and as chairperson of the audit committee, effective immediately. Ms. Lofgren's decision to resign from the Board was not related to any disagreement with the Company on any matter relating to its operations, policies, or practices.

In light of Ms. Lofgren's resignation, the Board appointed Michael Pope, a current Board member and member of the audit committee, as chairperson of the audit committee. The Board also designated Mr. Pope as the "audit committee financial expert," having determined that he is qualified pursuant to the rules adopted by the Securities and Exchange Commission ("SEC") and the Sarbanes Oxley Act of 2002. The Board additionally appointed Mr. Pope to the compensation committee, having determined that he satisfies the independence requirements of NASDAQ that are applicable to compensation committee members.

In connection with the resignation of Ms. Lofgren, the Board appointed current Board member Carine Clark to the audit committee. Ms. Clark has been determined by the Board to be independent under the NASDAQ listing standards and rules adopted by the SEC that are applicable to audit committee members.





















  2

© Edgar Online, source Glimpses