What changed in this filing

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Item 1A. Risk Factors

2024-04-01 compared with 2023-03-31 · 86 added, 49 removed, 705 unchanged (16% of the section changed)

Risks Related to our Business and Industry

financial statements have been prepared on a going concern basis, we must complete the sale of our facility to fund our operations in

order to alleviate as a going concern.

Our current liquidity position raises substantial doubt about our ability to continue as a

going concern.

If we are able to improve our liquidity position by completing the sale of our facility, we may alleviate our going concern.

While we believe the sale of the facility and the sale of real estate as a whole to be less speculative as a whole, we acknowledge that

the transaction still remains to be completed and the risks remain in completion of that transaction.

The accompanying consolidated financial

statements do not include any adjustments that might result.

We have a history of operating losses, and

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December 31, 2023, we had an accumulated deficit of $22,582,170.

If we are not successful in growing revenues and controlling

costs, we will not maintain profitable operations or positive cash flow, and even if we achieve profitability in the future, we may not

be able to sustain profitability in subsequent periods.

If we are not successful in growing revenues and controlling costs, we

will not maintain profitable operations or positive cash flow, and even if we achieve profitability in the future, we may not be able

to sustain profitability in subsequent periods.

Because we have a limiting operating history

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our limited financial resources and operating history.

In addition, the loss of any key employees or the inability to attract or retain

qualified personnel could delay our plan of operations and harm our ability to provide services to our current customer, Hydrofarm, and

harm the market’s perception of us.

Regulatory actions could limit our ability

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to use regulatory actions to reduce the market opportunity for our products or to increase the market opportunity for their own products.

We outsource our product manufacturing

and are susceptible to problems in connection with procurement, decreasing quality, reliability and protectability.

We outsource our product manufacturing and

are susceptible to problems in connection with procurement, decreasing quality, reliability and protectability.

We assemble our Ubiquitor devices by using fully

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Internal system or service failures, including

as a result of cyber or other security incidents, could disrupt business operations, result in the loss of critical and confidential

information, and adversely impact our reputation, our business, financial condition, results of operations and cash flows.

Our connected

products potentially expose our business to cybersecurity threats.

as a result of cyber or other security incidents, could disrupt business operations, result in the loss of critical and confidential information,

and adversely impact our reputation, our business, financial condition, results of operations and cash flows.

Our connected products potentially

expose our business to cybersecurity threats.

Some of our products connect to the internet and

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with operations as we diversify away from a single dominant customer.

While in the past we were subject to volatility as

a result of having only one dominant customer, diversification away from a single customer also poses some risks associated with the migration,

While the company will possess more revenues streams, the migration away from a single steady customer poses risks as we begin to build

new relationships.

Along with new marketing efforts, we need to continue to cater to the needs of these new customers or the business

may fluctuate or vanish.

While in the past we were subject to volatility

as a result of having only one dominant customer, diversification away from a single customer also poses some risks associated with the

migration, While the company will possess more revenues streams, the migration away from a single steady customer poses risks as we begin

to build new relationships.

Along with new marketing efforts, we need to continue to cater to the needs of these new customers or the

business may fluctuate or vanish.

Our air filtration business segment could

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of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness in our internal control over

financial reporting could adversely impact our ability to provide timely and accurate financial information.

If we are unsuccessful in

implementing or following our remediation plan, we may not be able to timely or accurately report our financial condition, results of

operations or cash flows or maintain effective disclosure controls and procedures.

If we are unable to report financial information timely

and accurately or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or

enforcement actions by the SEC, any one of which could adversely affect our business prospects.

material weakness in our internal control over financial reporting could adversely impact our ability to provide timely and accurate financial

If we are unsuccessful in implementing or following our remediation plan, we may not be able to timely or accurately report

our financial condition, results of operations or cash flows or maintain effective disclosure controls and procedures.

If we are unable

to report financial information timely and accurately or to maintain effective disclosure controls and procedures, we could be subject

to, among other things, regulatory or enforcement actions by the SEC, any one of which could adversely affect our business prospects.

Our executive officers and directors collectively

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Our CEO and one of our directors, Dr.

Wang, owns 33.345% of the outstanding shares of our common stock as of the date of this report.

Desheng Wang,

owns 33.343% of the outstanding shares of our common stock as of the date of this report.

Two of our directors together own over 50%

of the outstanding shares of our common stock.

Accordingly, our directors have a significant influence in determining the outcome

of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets.

Accordingly, our directors have a significant influence in determining the outcome of

all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets.

They also have the power to prevent or cause a change in control.

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other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

Management currently beneficially owns most of

our outstanding common stock.

Consequently, management can influence control of the operations of the Company and, acting together, will

have the ability to influence or control substantially all matters submitted to stockholders for approval, including:

Management currently beneficially

owns most of our outstanding common stock.

Consequently, management can influence control of the operations of the Company and, acting

together, will have the ability to influence or control substantially all matters submitted to stockholders for approval, including:

Election of our board of directors;

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stockholders could cause our stock price to decline.

If our existing stockholders sell substantial shares

of our common stock in the public market, then the market price of our common stock could decrease significantly.

The perception in the

public market that our stockholders might sell shares of common stock also could depress the market price of our common stock.

approximately 43,229,653 shares of our common stock outstanding as of March 22, 2023, of which approximately 17,946,923 shares are currently

freely tradable.

If our existing stockholders sell substantial

shares of our common stock in the public market, then the market price of our common stock could decrease significantly.

The perception

in the public market that our stockholders might sell shares of common stock also could depress the market price of our common stock.

There are approximately 64,771,817 shares of our common stock outstanding as of April 1, 2024, of which approximately 26,989,222 shares

are currently freely tradable.

Certain existing holders of most of our common

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stock may not be maintained.

Our common stock is currently listed on the Nasdaq

Global Market under the symbol “FCUV,” but we can provide no assurance that we will be able to maintain an active trading

market on this or any other exchange in the future.

A lack of an active market may impair the ability of our stockholders to sell shares

at the time they wish to sell or at a price that they consider favorable.

The lack of an active market may also reduce the fair market

value of our common stock, impair our ability to raise capital by selling shares of capital stock and may impair our ability to use common

stock as consideration to attract and retain talent or engage in business transactions (including mergers and acquisitions).

our common stock was listed on the Nasdaq Capital Market.

Our common stock is currently

listed on the Nasdaq Global Market under the symbol “FCUV,” but we can provide no assurance that we will be able to maintain

an active trading market on this or any other exchange in the future.

A lack of an active market may impair the ability of our stockholders

to sell shares at the time they wish to sell or at a price that they consider favorable.

The lack of an active market may also reduce

the fair market value of our common stock, impair our ability to raise capital by selling shares of capital stock and may impair our ability

to use common stock as consideration to attract and retain talent or engage in business transactions (including mergers and acquisitions).

In 2021, our common stock was listed on the Nasdaq Capital Market.

Our stock was uplisted onto the Nasdaq Global Market on January 28,

On March 20, 2024 and March 22, 2024, we received two separate letters from the Listing Qualifications Department (the “Staff”)

of the Nasdaq Stock Market (“Nasdaq”).

The March 20, 2024 letter was notifying the Company that based upon the closing bid

price for the last 30 consecutive business days, the Company no longer meets the Nasdaq Listing Rule 5450(a)(1) (the “Bid Price

In addition, on March 22, 2024, Nasdaq notified the Company that since the Company’s Market Value of Listed Securities

(“MVLS”) has fallen below $50,000,000 the Company no longer satisfies the requirements to qualify for the Nasdaq Global Market

pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”).

The notification received has no immediate effect on the

Company’s Nasdaq listing.

In accordance with Nasdaq

Listing Rule 5810(c)(3)(A) and 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has been provided an initial period

of 180 calendar days, or until September 16, 2024 and September 18, 2024, (the “Compliance Date”), to regain compliance with

the Bid Price Rule and the MVLS Rule, respectively.

If, at any time before the Compliance Date, the bid price of the Company’s security

is at least $1 for a minimum of ten consecutive business days, the Staff will provide written confirmation of compliance to the Company

and this matter will be closed with respect to the Bid Price Rule.

Concurrently, if, at any time before the Compliance date the Company’s

MVLS is over $50,000,000 or more for a minimum of ten consecutive business days then this matter will be closed with respect to the MVLS

If the Company is not

in compliance with the Bid Price Rule by September 16, 2024, the Company may be afforded a second 180 calendar day period to regain compliance.

Pursuant to Rule 5810(c)(3)(A)(i)-(ii), to qualify, the Company would be required to transfer to The Nasdaq Capital Market and then meet

the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital

Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency

during the second compliance period, by effecting a reverse stock split, if necessary.

For the MVLS Rule, if the Company does not regain

compliance by September 18, 2024, then the Company will be required to transfer to the Nasdaq Capital Market where the MVLS is $35,000,000.

The Company will continue

to actively monitor the closing bid price of its common stock and will evaluate available options, including, without limitation, submitting

a transfer application to the Nasdaq Capital Market and/or seeking to effect a reverse stock split, in order to resolve the deficiency

and regain compliance with the Bid Price Rule and the MVLS Rule.

The Company’s common stock will continue to be listed and traded

on The Nasdaq Global Market during the first 180-day compliance period that ends on the Compliance Date, subject to the Company’s

compliance with the other continued listing requirements of the Nasdaq Global Market.

Our shares of common stock are only recently

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in this market segment.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors