FCUV

New in FY2025

• We were incorporated on December 4, 2012; and as of December 31, 2025, we had an accumulated deficit of $31,023,411.
• The Company has a net loss of $4,787,769 and $3,200,138 for the years ended December 31, 2025 and 2024, respectively.
• In addition, the Company had an accumulated deficit of $31,023,411 and $25,782,308 as of December 31, 2025 and 2024, respectively, and negative cash flow from operating activities of $5,102,771 and $4,656,754 for the years ended December 31, 2025 and 2024, respectively.
• Our future success will depend in part on the continued service of key personnel, particularly, Desheng Wang, our Chief Executive Officer and Irving Kau, our Chief Financial Officer.
• Our potential inability to adequately protect our intellectual property during the outsource manufacturing of n products in China could negatively impact our performance.
• We currently source products from manufacturers in China, including digital, analog, and quantum light meters and certain components for our Ubiquitor device.
• Currently, the prices we offer to our U.S. customers are FOB (Free on Board) China.
• Only the cost of delivering the goods to the nearest port is included and the customer is responsible for the shipping from China and responsible for all other fees, including tariffs, associated with delivering the goods to the ultimate destination.
• If our customers changes the term to CIF (Cost, Insurance, and Freight) United States, then we would be responsible for the shipping costs and the tariff costs, which may reduce our gross margin, specially now that new tariffs may be imposed on goods imported from China.
• For the products we sell in the U.S., we also do not carry product liability insurance.
• It is our management’s position that these handheld battery-operated products do not carry substantial product liability risk and to the extent there are any product liability risks, such risks are born by the distributor, who does carry product liability insurance coverage for the products we provide to them, and they sell to their customers.
• However, it is possible that we could face liability in a products liability lawsuit for manufacturing defects or defective design since we design or manufacture the products sold by certain U.S. distributors.
• For example, our Ubiquitor devices obtain raw materials, machined parts and other product components from suppliers who provide certifications of quality which we rely on.
• We have concluded that we have not maintained effective internal control over financial reporting through the years ended December 31, 2025, and December 31, 2024.
• Desheng Wang, owns approximately 22% of the outstanding shares of our common stock as of the date of this report.
• Our executive officers, directors, and 5% stockholders together own 39.7% of the outstanding shares of our common stock.
• Risks Related to the Ownership of our Common Stock Our common stock is subordinated to our preferred stock.
• As described in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock and Series B Preferred Stock, shares of Series A and Series B Preferred Stock rank senior to shares of Common Stock, with respect to rights on the distribution of assets in any voluntary or involuntary liquidation, dissolutions or winding up of the affairs of the Company.
• Starting on January 19, 2026, the outstanding shares of Series B Preferred Stock will be redeemable at the holder of such shares option.
• Beginning on January 19, 2026, the outstanding shares of Series B Preferred Stock is redeemable at the Series B holder’s option during certain periods over two (2) years.
• Redemption of the Series B Preferred Stock would result in the Company to meet such redemption obligations in cash or by finding a third party to purchase such shares of Series B Preferred Stock.
• No assurances can be given that we will have the funds available in the event a holder of Series B Preferred Stock elects to exercise the redemption rights nor that any third party will be willing to purchase such shares of Series B Preferred Stock.
• Our ability to meet such redemption obligations will depend on our earnings and cash flow.
• Furthermore, in the event of a redemption, the Company’s requirement to meet such redemption obligations could reduce funds available to further our business and business strategy.
• On January 19, 2026, the holders of the Series B Preferred Stock provided the Company with Redemption Notices requesting the Company to redeem all of their outstanding shares of Series B Preferred Stock.
• While the allotted time period for redemption (20 days), has passed, the Company and the Series B Holders remain engaged in negotiations to find an amicable solution.
• On February 19,2026, the Series B investors sent a redemption demand letter for 3,716 outstanding Series B Preferred shares, totaling $3,158,600.
• This demand letter was subsequently rescinded by the Series B holders while the Series B holders and management attempted to negotiate a settlement.
• On March 17, 2026, after the parties could not negotiate a successful settlement, the Series B investors renewed their redemption requests by emailing Company management a notice of default.
• The Company has engaged external advisors to assist in discussions with the holders of the Series B Preferred Stock and is currently engaged in ongoing negotiations to determine the most appropriate resolution that maximizes value for all stockholders, including the Series B shareholders.
• Our shares may be affected by short selling practices which may decrease the stock price.
• As of March 25, 2026, we had 561,765 freely trading shares, after the Company’s Board of Directors approved a 10 to 1 reverse stock split.
• As of December 31, 2025, we had 915,097 shares of common stock outstanding and 7,263 shares of Series B Preferred Stock outstanding.
• We are authorized to issue up to 1,000,000,000 shares of common stock and 100,000,000 shares of preferred stock.
• There are approximately 915,097 shares of our common stock outstanding as of December 31, 2025, of which approximately 480,006 shares are freely tradable.
• On February 9, 2026, the Company effected a reverse stock split of its outstanding common stock on a 1-for-10 basis.
• No adjustment was made to the Company’s authorized shares of capital stock.
• As previously disclosed, on June 30, 2025, we received a letter from Nasdaq’s Listing Qualifications Department (the “Staff”) that said our Market Value of Listed Securities had fallen below $35,000,000, and therefore, we no longer satisfy the requirements under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”).
• The Company has been provided an initial period of 180 calendar days, or until December 29, 2025 (the “Compliance Date”), to regain compliance with the MVLS Rule.
• If at any time before the Compliance Date, the Company’s MVLS closes at $35,000,000 or more for a minimum of ten consecutive business days, then this matter will be closed.

and 4 more.

Gone since FY2024

• We were incorporated on December 4, 2012; and as of December 31, 2024, we had an accumulated deficit of $25,782,308.
• The Company has a net loss of $3,200,138 and $4,718,142 for the years ended December 31, 2024 and 2023, respectively.
• In addition, the Company had an accumulated deficit of $25,782,308 and $22,582,170 as of December 31, 2024 and 2023, respectively, and negative cash flow from operating activities of $4,656,754 and $3,528,762 for the years ended December 31, 2024 and 2023, respectively.
• Our future success will depend in part on the continued service of key personnel, particularly, Desheng Wang, our Chief Executive Officer, and Edward Lee, the Chairman of our Board.
• We outsource the manufacturing of key elements of our quantum light meters and air filters to a single manufacturing partner, with whom we do not have a formal contractual relationship.
• We outsource the manufacture of our quantum light meter and air filtration devices to a single contract manufacturer, Tianjin Guanglee Technologies Ltd.
• If Tianjin Guanglee’s operations are interrupted or if Tianjin Guanglee is unable to meet our delivery requirements due to capacity limitations or other constraints, we may be limited in our ability to fulfill new customer orders, and we may be required to seek new manufacturing partners in the future.
• Tianjin Guanglee has limited manufacturing capacity, is itself dependent upon third-party suppliers and is dependent on trained technical labor to effectively create components making up our devices or to repair special tooling.
• In addition, as of the date of this report, we do not have a formal development and manufacturing agreement that regulates our business relationship with Tianjin Guanglee.
• Although we continue to operate under the terms of an oral agreement, and we believe there are a multitude of manufacturers that could quickly replace Tianjin Guanglee, our manufacturing operations could be adversely impacted if we are unable to enforce Tianjin Guanglee’s performance.
• Our potential inability to adequately protect our intellectual property during the outsource manufacturing of our quantum light meters and filtration products in China could negatively impact our performance.
• Our air filtration business segment could experience price fluctuations in raw materials, availability problems, and volatile demand.
• The principal raw materials that we use are filter media, activated charcoal, perforated metal sheet, and certain other petroleum-based products, like plastics, rubber, and adhesives.
• Our cost of filter media can experience price fluctuations.
• Larger competitors can enter selective supply arrangements with major suppliers that reduce medium-to-long-term volatility in costs.
• We cannot guarantee purchases in the volume that justifies such selective supply arrangements.
• Thus, we could be subject to price volatility.
• We currently source products from manufacturers in China, including digital, analog, and quantum light meters, filtration products and certain components for our Ubiquitor device.
• Currently, the prices we offer to Hydrofarm are FOB (Free on Board) China.
• Only the cost of delivering the goods to the nearest port is included and Hydrofarm is responsible for the shipping from China and responsible for all other fees, including tariffs, associated with delivering the goods to the ultimate destination.
• If Hydrofarm changes the term to CIF (Cost, Insurance, and Freight) United States, then we would be responsible for the shipping costs and the tariff costs, which may reduce our gross margin, specially now that new tariffs may be imposed on goods imported from China.
• For the products we sell through Hydrofarm, we also do not carry product liability insurance.
• It is our management’s position that these handheld battery-operated products do not carry substantial product liability risk and to the extent there are any product liability risks, such risks are born by Hydrofarm, who does carry product liability insurance coverage for the products we provide to them, and they sell to their customers.
• However, it is possible that we could face liability in a products liability lawsuit for manufacturing defects or defective design since we design or manufacture the products sold by Hydrofarm.
• For example, our filtration products or Ubiquitor devices obtain raw materials, machined parts and other product components from suppliers who provide certifications of quality which we rely on.
• We have concluded that we have not maintained effective internal control over financial reporting through the years ended December 31, 2024, and December 31, 2023.
• Desheng Wang, owns 32% 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.
• Risks Related to the Ownership of our Common Stock Our shares may be affected by short selling practices which may decrease the stock price.
• As of January 31, 2025, we had 3,378,104 freely trading shares, after the Company’s Board of Directors approved a 10 to 1 reverse stock split.
• As of December 31, 2024, we had 7,153,647 shares of common stock outstanding and no shares of preferred stock outstanding.
• We are authorized to issue up to 15,000,000 shares of common stock and no shares of preferred stock.
• There are approximately 7,153,647 shares of our common stock outstanding as of December 31, 2024, of which approximately 3,417,793 shares are freely tradable.
• In an effort to regain compliance with Nasdaq’s Bid Price Rule, on January 31, 2025, the Company effected a 1 for 10 reverse stock split pursuant to Nevada Revised Statutes (“NRS”) Section 78.207 which also caused a decrease of the Company’s authorized shares of common stock by the same ratio from 150,000,000 to 15,000,000.
• If we are unable to integrate the Ubiquitor device into smart home installations, we will not be able to achieve the competitive price and performance we anticipate achieving success in AVX’s future smart home installations.