Exhibit 3.1

 

Business Number E0618822012 - 2 Filed in the Office of Filing Number 20255254672 Secretary of State State Of Nevada Filed On 10/21/2025 10:23:00 AM Number of Pages 5

 
 

[ - 10 : 23 : 09 a . m . 10 - 2 1 - 2025 [ TJ To : NV SOS Page : 5 of 8 2025 - 10 - 21 17 :2 3 : 21 GMT Docusign Envelope ID : 40791247 - F735 - 4EDE - AE64 - 762AADBD8DD5 From : Gilbert Bradshav CERTIFICATE OF DESIGNATION OF FOCUS UNIVERSAL INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES A PREFERRED STOCK Pursuant to Section 78 . 1 955 of the Nevada Revised Statutes (the " NRS ") , Focus Universal Inc . , a corporation organized and existing under the NRS ( the " Company ") , DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors (" Board " ) by the Articles of Incorporation, as amended, of the Company, and pursuant to Section 78 . 1955 of the NRS, the Board, by unanimous written consent of aU members of the Board effective on October 15 , 2025 , duly adopted a resolution providing for the issuance of a series of Series i \ Preferred Stock, which resolution is and reads as follows : RESOLVED, that pursuant to the authority expressly grante d to and invested in the Board of the Company b y the provisions of the Articles of Incorporation of the Company, as amended, a series of the preferred stock, par va lu e $ 0 . 001 p er share, of the Company be, and it h ereby is, established ; and it is further RESOLVED, that the series of preferred stock of the Company be, and it hereby is, given the distinctive designation of " Series A Preferred Stock " ; and it is further RESOLVED, that the Series i \ Preferred Stock shall consist of one million ( 1 , 000 , 000 ) shares ; and it is further RESOLVED, that the Series A Preferred Stock shall have the powers and preferences, and the relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below ( the " Designation " or " Certificate of Designations " ) : SECTION 1 . DESIGNATION OF SERIES . The shares of such series shall be designated as the " Series A Preferred Stock " (the " Series A Preferred Stock" ) and the number of shares in . itiaUy constituting such series shall be up to one million ( 1 , 000 , 000 ) shares which shall only be issued to and held by the purchasers as of the date of this D esignation . SECTION 2 . DIVIDENDS . The holders of the Series A Preferred Stock shall be equall y entitled to receive dividends paid on the Common Stock . SECTION 3 . LIQUIDATION PREFERENCE . The holders of the Series A Preferr ed Stock sha ll have a liquidation preference senior to all common stockholders . SECTION 4. VOTING . 1. Voting Rights. The holders of the Series A Preferred Stock will have the voting rights as though they had converted into Common Stock or as required by Nevada l aw. 2. Amendments to Articles and Bylaws . So long as the Series A Preferred Stock is

 
 

1 0 : 23 : 09 a . m . 1 0 - 2 1 - 2 0 25 I TJ 2 To : NV SOS Page : 6 of 8 20 25 - 10 - 2 1 17 : 23 :2 1 GM T D ocusign Envelope I D : 40791247 - F735 - 4 ED E - AE 64 - 76 2 AA DBD 8 DD 5 F r om : G i lbert Brad s ha � outstanding, the Company shall not, without the affirmative vote of the ho l ders of at least 80 ( 1 /<i of a ll outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Articles of Incorporation or the By l aws of the Company so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Preferred Stock or (i i ) effect any reclassification of the Ser i es A Preferred Stock . 4 . 3 Am e ndm e nt of Ri g hts o f S e ri es A Pr e f er r e d S t o ck The Company shall not, without the affirmative vo te of the holders of at least a majority of all outstanding shares of the Series A Preferred Stock, amend, alter or repeal any provision of this Statement of Designations, PROVI D ED, HO \ Y 'E VER, that the Company may, by any means authorized by la,v and without any vote of the holders of shares of the Series A Preferred Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of the Preferred Stock . SECTION 5 . CONVERSION RIGHTS . The shares of the Series A Preferred Stock shall be convertib l e into restricted Common Stock of the Company voluntarily, at any time at the option of the Holder . Each share of Series A Preferred Stock shall convert into 1 . 1 shares of Common Stock . SECTION 6 . R E DEMPTION RIGHTS . The shares of the Serie s A Preferred Stock shall have no redemption rights . S E CTION 7 . PROCEDURES OF CONVERSION . ln order to effectuate a conversion of shares of Series A Preferred Stock a holder shall (a) subrnit a written election to the Corporation that such holder elect s to convert Shares, the number of Shares elected to be converted ; and (b) surrender, along with such written election, to the Corporation the certificate or certificates representing the Shares being converted, duly assigned or endorsed for transfer to the Corporatio n (o r accompanied by du l y executed stock powers relating t h e reto ) or, in the event the certificate or certificates are l ost, sto l en, or missing, accompanied by an affidavi t of l oss exec u ted by the ho l der . The conversion of such Shares hereunder shal l be deemed effecLive as of th e date of surrender of such Series A Preferred Stock certificate or certificate s or delivery of such affidavit ofloss . Upon the receipt b y the Corporation of a written dection and the surrender of such certificate(s ) and accompanying materials, the Corporation shalJ as promptly as practicable (but in any event within ten ( 10 ) days thereafter) deliver to the relevant ho l der (a) a certificate in such holder's name (o r the name of such ho l der's designee as stated in the written election ) for the number of shares of Common Stock to which such holder shal l be entitled upon conversion of the applicable Shares as calculated pursuant to Section 7 and, if applicable (b ) a certificate in such holder's ( or the name of such holder's designee as slated in the written election) for th e number of Shares of Series A Preferred SLOck represente d b y the certificate or certificates delivered to the Corporation for conversion but otherwise not elected to be converted pursuant to the written election . All shares of capita l stock issued hereunder by the Corporation shall be duly and validly issued, fully paid, and nonassessable, free and clear of all taxes, liens, charges, and encumbrances with respect to the issuance thereof . All Shares of Series A Preferred Stock converted as provided in this Section 7 shal l no longer be deemed outstanding as of the effective tim e of the applicable conversion and all rig h ts with respect to such Shares shall immediately cease and terminate as of such time, other than the rig h t of the holder to receive shares of Common Stock and payment in lieu of any fraction of a Share in exchange therefor . The Corporation shal l al all times when any Shares of Series A Preferred Stock are outstandin g reserve and keep available out of its

 
 

10 : 23 : 09a . m . 10 - 21 :=wio ?] 3 To: NV SOS Page: 7 of 8 2025 - 10 - 21 17 : 23:21 GMT Docusig n Envelope ID : 4079124 7 - F735 - 4EOE - AE64 - 762AADBD8OD5 From: Gilbert Bradsha � authorized but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock issuab l e upon the conversion of a ll o ut standing Series A Preferred Stock pursuant to this Section 7 , taking into account any adjustment to such number of shares so issuable . The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicab l e law or governmental regulation or any reguirements of any domestic securities ex ch ange upon which shares of Common Stock may be li sted ( except for official notice of issuance which shaU be immediately delivered by the Corporation upon each such issuance ) . The Corporation shall not close its books against the transfer of any of its capital stock in any manner which would prevent the timely conversio n of the Shares of Series A Preferred Stock . SECTION 8 . TRANSFER RIGHTS . The Series A Preferred Stock shaU be freely transferable at the Holder's request, s ub ject to Nevada State Law or applicable securities l aws . SECTION 9 . NOTICES . 1 \ ny notice required hereby to be hriven to the holders of shares of the Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appeari n g on the books of the Company . SECTION 10. PROTECTIVE PROVISIONS. Subject to the rights of series of Pr eferred Stock which may from time to time come into existence, so long as any shares of Series J \ Preferred Stock are outstanding, this Com pan y shall not without first obtaining the approval (by written consent, as provided by l aw) of the holders of at least 80 % of the then outstanding shares of Series A Preferred Stock, voting together as a class, except as othern r ise provided for in this D esignation : (a) Increase or decrease ( other than by redemption or conversion ) the total number of authorized shares of Series r \ Preferred Stock ; (b) Effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock, e x cluding a reverse stock split or forward stock split ; (c) Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock ; or (d) Alter or change the rights, preferences or privileges of the shares of Series A Pr eferred Stock so as to affect adverse l y the shares of such series, including the rights set forth in this Designation . PROVIDED, HOWEVER , that the Company may, by any means authorized by l aw and without any vote of the holders of shares of the Series A Pr eferred Stock, make technical, corrective, adm ini strative or simi l ar changes in this Statement of Designations that do not, individuaUy or i n the aggregate, adversely affect the rights or preferences of the holders of shares of the Series A Preferred Stock . SECTION 11. MISCELLANEOUS.

 
 

1 - 1 0 : 23 : 09 a . m . 10 - 21 - 2 0 25 - rn 4 To : NV SO S Pa g e : 8 o f 8 2 0 25 - 1 0 - 21 17 : 23:21 GMT D ocusign E nvelope I D : 40791247 - F735 - 4 EO E - A E 64 - 762AAD BD 8 OO 5 Fr om : G il b ert B r ad sha � (a) The headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not affect the interpretation of any of the provisions of this Certificate of Designation . (b) \ � ' henever possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under applicable l aw and public polic y . If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public polic y, such provision shall be ineffective only to the extent of such prohibition or invalidit y, without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation . No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein . If a court of competent jurisdiction should determin e that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended or shortened, then such court ma y make such change as shall be n e c ess ary to render the provision in question effective and valid under app l icab l e law . (c) Ex cept as m ay otherwise be required b y law, the shares of the Series A Preferred Stock shall not have any power s, designations, preferences or other special rights, other than those specifically set forth in this Certificate of Designation . IN WITN E SS W HEREOF, the Company has cau se d this "Ce rtificate of Designation s of Focus Universal Inc . Establishing the Des i gnations, Preferences, Limitations a nd Relative Rights of its Seri es A Preferr e d Stock" to b e du l y executed b y its Chief Exe cutive Officer on October 20 , 2025 . F OCUS UNIVERSAL INC . Dr . Desheng Wang Chief Executive Officer