Exhibit 99.4
FOCUS UNIVERSAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Contents
Focus Universal Inc., a Nevada corporation (the “Company”) is providing this unaudited pro forma condensed combined financial information to illustrate the effects of the acquisition by Lusher Holding LLC (“Lusher Holding”), a wholly owned subsidiary of the Company, of the Class A office and commercial property located at 901 Corporate Center Drive, Monterey Park, California 91754 (the “Property”) from 901 Corporate Center, LP (“Seller”). The Property acquisition closed on April 17, 2026.
A pro forma condensed combined balance sheet as of April 16, 2026, is presented as if the Property acquisition had occurred on that date. The pro forma condensed combined statements of operations for the year ended December 31, 2025 and the period from January 1, 2026, through April 16, 2026, give effect to the Property acquisition as if it had occurred on January 1, 2025, in accordance with 17 CFR 210.11-02(a)(6)(i). The interim depreciation and interest adjustments cover the three months ended March 31, 2026.
This information was derived from and should be read in conjunction with the Company’s historical financial statements and the historical statement of revenues and certain operating expenses of the acquired Property. The pro forma information is for illustrative purposes only and does not purport to represent what the results of operations or financial position would actually have been.
| F-1 |
FOCUS UNIVERSAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, AND APRIL 16, 2026
| Pro Forma | Pro Forma | |||||||||||||
| Focus | Adjustments | Notes | Combined | |||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash | $ | 6,012,717 | $ | (6,125,000 | ) | a | $ | 3,887,717 | ||||||
| 4,000,000 | f | |||||||||||||
| Accounts receivable, net | 9,650 | 9,650 | ||||||||||||
| Inventories, net | 90,705 | 90,705 | ||||||||||||
| Prepaid expenses | 581,929 | 581,929 | ||||||||||||
| Marketable securities | 8,874 | 8,874 | ||||||||||||
| Deposit – current portion | 79,302 | 79,302 | ||||||||||||
| Total Current Assets | 6,783,177 | 4,658,177 | ||||||||||||
| Land, building, and parking structure (preliminary valuation) | 60,921 | 17,700,000 | b | 17,760,921 | ||||||||||
| Operating lease right-of-use asset | 157,857 | 157,857 | ||||||||||||
| Deposit | 539,213 | (525,000 | ) | c | 14,213 | |||||||||
| Capitalized software costs | 256,098 | 256,098 | ||||||||||||
| Total Assets: | $ | 7,797,266 | $ | 22,847,266 | ||||||||||
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable and accrued liabilities | $ | 454,309 | $ | 454,309 | ||||||||||
| Lease liability, current portion | 53,601 | 53,601 | ||||||||||||
| Total Current Liabilities | 507,910 | 507,910 | ||||||||||||
| Non-Current Liabilities | ||||||||||||||
| Lease liability, less current portion | 59,213 | 59,213 | ||||||||||||
| Long-term loan | – | $ | 11,050,000 | d | 11,050,000 | |||||||||
| Total Non-Current Liabilities | 59,213 | 11,109,213 | ||||||||||||
| Total Liabilities | 567,123 | 11,617,123 | ||||||||||||
| Redeemable Preferred Stock | ||||||||||||||
| Series B convertible redeemable preferred stock | 5,479,350 | (5,479,350 | ) | e | – | |||||||||
| Stockholders' Equity | ||||||||||||||
| Common stocks | 1,025 | 699 | e | 1,724 | ||||||||||
| Treasury stock | (649,007 | ) | (649,007 | ) | ||||||||||
| Additional paid-in capital | 34,901,858 | 5,478,651 | e | 44,380,509 | ||||||||||
| 4,000,000 | f | |||||||||||||
| Shares to be issued, common shares | 19,443 | 19,443 | ||||||||||||
| Retained earnings (Accumulated deficit) | (32,496,155 | ) | (32,496,155 | ) | ||||||||||
| Accumulated other comprehensive loss | (26,371 | ) | (26,371 | ) | ||||||||||
| Total Stockholders' Equity | 1,750,793 | 11,230,143 | ||||||||||||
| Total Liabilities, Redeemable Preferred Stock and Stockholders' Equity | $ | 7,797,266 | $ | 22,847,266 | ||||||||||
Notes:
| (a) | Represents the amount of cash downpayment paid by the Company upon the closing of the Property acquisition |
| (b) | Represents the total purchase price of the Property |
| (c) | Represents the initial down payment of paid by the Company on January 26, 2026 |
| (d) | Represents the portion of the purchase price of the Property paid with the proceeds of a term loan to Lusher Holdings from East West Bank |
| (e) | To convert all outstanding Series B Preferred Stock at the floor conversion price of $7.84 per share. |
| (f) | To record the $4,000,000 private placement transaction (the “Warrant Offering”) with Armistice Capital Master Fund Ltd. |
| F-2 |
FOCUS UNIVERSAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| Focus | 901* | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| Revenue | $ | 255,023 | $ | 2,963,001 | $ | – | $ | 3,218,024 | ||||||||
| Cost of Revenue | 290,275 | – | – | 290,275 | ||||||||||||
| Gross Profit (Loss) | (35,252 | ) | 2,963,001 | – | 2,927,749 | |||||||||||
| Operating Expense: | ||||||||||||||||
| Selling expense | 60,289 | – | – | 60,289 | ||||||||||||
| Compensation – officers and directors | 499,852 | – | – | 499,852 | ||||||||||||
| Research and development | 919,965 | – | – | 919,965 | ||||||||||||
| Professional fees | 1,302,800 | – | – | 1,302,800 | ||||||||||||
| General and administrative (including depreciation) | 2,075,107 | 1,502,013 | 887,712 | 4,464,832 | ||||||||||||
| Total Operating Expenses | 4,858,013 | 1,502,013 | 887,712 | 7,247,738 | ||||||||||||
| Income (Loss) from Operations | (4,893,265 | ) | 1,460,988 | (887,712 | ) | (4,319,989 | ) | |||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest income (expense), net | 70,024 | – | (686,726 | ) | (616,702 | ) | ||||||||||
| Unrealized loss on marketable equity securities | (1,773 | ) | – | – | (1,773 | ) | ||||||||||
| Other income (expense), net | 37,245 | – | – | 37,245 | ||||||||||||
| Total Other Income | 105,496 | – | (686,726 | ) | (581,230 | ) | ||||||||||
| Net Income (Loss) | $ | (4,787,769 | ) | $ | 1,460,988 | $ | (1,574,438 | ) | $ | (4,901,219 | ) | |||||
| Accretion of Redeemable Preferred Stock | (453,334 | ) | – | – | (453,334 | ) | ||||||||||
| Net Income (Loss) Available to Common Stockholders | $ | (5,241,103 | ) | $ | 1,460,988 | $ | (1,574,438 | ) | $ | (5,354,553 | ) | |||||
| Other Comprehensive Items | ||||||||||||||||
| Foreign currency translation loss | (6,207 | ) | – | – | (6,207 | ) | ||||||||||
| Total Comprehensive Income (Loss) | $ | (5,247,310 | ) | $ | 1,460,988 | $ | (1,574,438 | ) | $ | (4,907,426 | ) | |||||
| Basic and diluted net loss per share: | ||||||||||||||||
| Net loss per share | $ | (7.07 | ) | $ | (7.21 | ) | ||||||||||
| Weighted-average common shares outstanding: Basic and Diluted | 742,201 | 742,201 | ||||||||||||||
* The financial information regarding the Property is based on the audited statements of revenues and certain operating expenses of 901 Corporate Center Drive for the year ended December 31, 2025 and the period from January 1, 2026 through April 16, 2026. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the audited condensed combined statement of operations of Focus Universal for the year ended December 31, 2025 with the audited statement of revenues and certain operating expenses of 901 Corporate Center Drive for the year ended December 31, 2025, giving effect to the acquisition as if it had been consummated on January 1, 2025.
| F-3 |
FOCUS UNIVERSAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 2026, THROUGH APRIL 16, 2026
Focus For The Three Months Ended March 31, 2026 | 901* For The Period Ended April 16, 2026 | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| Revenue | $ | 47,973 | $ | 871,408 | $ | – | $ | 919,381 | ||||||||
| Cost of Revenue | 32,729 | – | – | 32,729 | ||||||||||||
| Gross Profit | 15,244 | 871,408 | – | 886,652 | ||||||||||||
| Operating Expense: | ||||||||||||||||
| Selling expense | 32,848 | – | – | 32,848 | ||||||||||||
| Compensation – officers and directors | 117,551 | – | – | 117,551 | ||||||||||||
| Research and development | 264,797 | – | – | 264,797 | ||||||||||||
| Professional fees | 385,205 | – | – | 385,205 | ||||||||||||
| General and administrative (including depreciation) | 486,554 | 368,767 | 221,928 | 1,077,249 | ||||||||||||
| Total Operating Expenses | 1,286,955 | 368,767 | 221,928 | 1,877,650 | ||||||||||||
| Income (Loss) from Operations | (1,271,711 | ) | 502,642 | (221,928 | ) | (990,997 | ) | |||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest income (expense), net | 40,090 | – | (170,320 | ) | (130,230 | ) | ||||||||||
| Unrealized loss on marketable equity securities | (14,013 | ) | – | – | (14,013 | ) | ||||||||||
| Other income (expense), net | (444 | ) | – | – | (444 | ) | ||||||||||
| Total Other Income | 25,633 | – | (170,320 | ) | (144,687 | ) | ||||||||||
| Net Income (Loss) | $ | (1,246,078 | ) | $ | 502,642 | $ | (392,248 | ) | $ | (1,135,684 | ) | |||||
| Accretion of Redeemable Preferred Stock | (226,666 | ) | – | – | (226,666 | ) | ||||||||||
| Net Income (Loss) Available to Common Stockholders | $ | (1,472,744 | ) | $ | 502,642 | $ | (392,248 | ) | $ | (1,362,350 | ) | |||||
| Other Comprehensive Items | ||||||||||||||||
| Foreign currency translation gain | 5,026 | – | – | 5,026 | ||||||||||||
| Total Comprehensive Income (Loss) | $ | (1,467,718 | ) | $ | 502,642 | (392,248 | ) | $ | (1,130,658 | ) | ||||||
| Basic and diluted net loss per share: | ||||||||||||||||
| Net loss per share | $ | (1.48 | ) | $ | (1.37 | ) | ||||||||||
| Weighted-average common shares outstanding: Basic and Diluted | 994,059 | 994,059 | ||||||||||||||
* The financial information regarding the Property is based on the audited statements of revenues and certain operating expenses of 901 Corporate Center Drive for the year ended December 31, 2025 and the period from January 1, 2026 through April 16, 2026.
| F-4 |
FOCUS UNIVERSAL INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
On January 21, 2026, Focus Universal Inc. (the “Company”) (Nasdaq: FCUV) entered into a Purchase, Sale, and Escrow Agreement with 901 Corporate Center, LP (“Seller”), pursuant to which the Company acquired a 100,743-square-foot office and commercial building, together with a four-level parking structure, located in Monterey Park, California.
901 Corporate Center, LP is a California limited partnership formed in July 2006 to acquire, own, lease, operate, and manage commercial real estate. Its principal asset was the Class A office building located at 901 Corporate Center Drive, Monterey Park, California. Operations consisted primarily of leasing office space to governmental and commercial tenants, collecting rental income, maintaining the property, and managing related operating activities.
The accompanying unaudited pro forma combined balance sheet presents the combined accounts of the Company and 901 as if the acquisition had occurred on April 16, 2026. The pro forma statements of operations give effect to the acquisition as if it had occurred on January 1, 2025. Historical periods are identified in the respective columns; the interim depreciation and interest adjustments cover the three months ended March 31, 2026.
The following adjustments to the Company’s unaudited pro forma condensed combined balance sheet as of April 16, 2026, would be required if the acquisition occurred as indicated above:
| (a) | Represents the amount of cash downpayment paid by the Company upon the closing of the Property acquisition |
| (b) | Represents the total purchase price of the Property |
| (c) | Represents the initial down payment of paid by the Company on January 26, 2026 |
| (d) | Represents the portion of the purchase price of the Property paid with the proceeds of a term loan to Lusher Holdings from East West Bank |
| (e) | To convert all outstanding Series B Preferred Stock at the floor conversion price of $7.84 per share. |
| (f) | To record the $4,000,000 private placement transaction (the “Warrant Offering”) with Armistice Capital Master Fund Ltd. |
Statement of operations adjustments
General and administrative expenses include additional depreciation of $887,712 for 2025 and $221,928 for the three months ended March 31, 2026. The calculation follows the Company’s Q2 fixed asset schedule: land of $5,148,306 is not depreciated; building and parking structure of $8,862,095 are depreciated over 39 years, improvements of $580,835 over 15 years, and equipment of $3,108,764 over 5 years. Straight-line monthly depreciation is rounded to whole dollars consistently with that schedule.
Interest expense includes estimated acquisition-loan interest of $686,726 for 2025 and $170,320 for the three months ended March 31, 2026. The calculation uses the internal loan schedule’s $11,050,000 principal, 6.25% annual rate and $68,698.64 monthly payment, with monthly interest calculated at the annual rate divided by 12 and payments at month-end. The interim calculation continues after the first 12 hypothetical payments. Debt issuance cost amortization and additional income tax effects are not included in this update.
Basic and diluted loss per share is $7.21 for 2025 and $1.37 for the interim period, using loss available to common stockholders and the existing draft denominators of 742,201 and 994,059 shares, respectively.
The unaudited pro forma condensed combined financial information is presented for informational purposes only and is based on a number of assumptions and estimates that are subject to uncertainties. The unaudited pro forma condensed combined financial information does not purport to represent what the Company’s actual financial position or results of operations would have been had the transaction occurred on the dates indicated, nor does it purport to project the Company’s financial position or results of operations as of any future date or for any future period.
| F-5 |