FiEE, Inc 10-K for FY2025
FiEE, Inc. (FIEE)
About this 10-K
FiEE, Inc filed this 10-K on March 20, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $6.19M
- up 867.9% from $639.89K a year earlier
- Net income
- $1.07M
- compared with a net loss of $4.22M a year earlier
- Diluted EPS
- $0.10
- compared with -$1.34 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
or
For the transition period from: ____________ to ____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12 (b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on which Registered | ||
| The |
Securities Registered Pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of the registrant’s common stock, $0.01 par value (“common stock”) on the Nasdaq Capital Market on June 30, 2025, the last business day of the registrant’s most recently completed second quarter, was approximately $
The number of shares outstanding of the registrant’s common stock as of March 16, 2026 was shares.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report” or “Form 10-K”), including the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as information contained in “Risk Factors” in Item 1A and elsewhere in this Annual Report, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend that these forward-looking statements be subject to the safe harbor created by those provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, to continue as a going concern uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and many factors that could cause or contribute to differences in our future financial results include, but are not limited to, risks associated with:
| ● | our ability to meet listing requirements for The Nasdaq Stock Market LLC (“Nasdaq”), including the ability to satisfy the continued listing criteria of the Nasdaq; |
| ● | our ability to predict revenue and reduce costs related to our products or service offerings; |
| ● | general economic, financial market, and industry conditions; |
| ● | changes in laws, regulations, or regulatory enforcement priorities; |
| ● | competitive pressures and changes in market demand; |
| ● | our ability to execute our strategic initiatives and achieve anticipated benefits; |
| ● | operational risks, including technology and cybersecurity risks; |
| ● | risks related to acquisitions, dispositions, or other strategic transactions; |
| ● | supply chain, labor, and cost inflation risks; |
| ● | our ability to raise substantial additional capital to finance our planned operations and to continue as a going concern; |
| ● | the sufficiency of our capital resources and the availability of debt and equity financing; |
| ● | our reliance on the continued service of key employees; |
| ● | litigation, regulatory investigations, or other claims; and |
| ● | the other factors described under “Risk Factors” and elsewhere in this Annual Report. |
Although we believe that the assumptions underlying the forward-looking statements contained in this Annual Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in Part I, Item 1A hereto and the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this Form 10-K are based on information available to us as of the date hereof. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
As used in this Annual Report, the terms “we,” “us,” “our,” “FiEE” and the “Company” mean FiEE, Inc. (formerly, Minim, Inc.) and its wholly owned subsidiaries. All financial numbers are in U.S. dollars in this Annual Report unless otherwise noted.
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PART I
ITEM 1 – BUSINESS
Overview
FiEE, Inc. (formerly, Minim, Inc.) was founded in 1977 as a networking company and historically delivered a comprehensive WiFi/Software as a Service (“SaaS”) platform to make connected homes safe and supportive for life and work. During this period, we held the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand until 2023. Our legacy cable and WiFi products, including cable modems, routers, and mesh networking devices, were sold in leading retailers and e-commerce channels in the United States (“U.S.”)
Building upon our history in networking and software, we are currently transforming our operations as a digital service provider focused on integrating artificial intelligence (“AI”) and data analytics into content creation, digital authentication, and brand management. Our current business model leverages a cloud-based SaaS platform designed to support clients in developing, managing, and optimizing their digital presence across global platforms, including customized graphic and posts, short videos, and editorial calendars aligned with brand goals. Additionally, we offer comprehensive software development and maintenance services, delivering custom software solutions from system design and development to deployment and post-launch maintenance. In July 2025, we formally launched customized software services. This transition represents a strategic pivot toward high-growth, emerging technology sectors, including AI, blockchain, and the Multi-Channel Network (“MCN”) ecosystem.
On November 30, 2025, we completed the acquisition of Houren-Geiju Kabushikikaisha (“HGK”), a Japanese technology company specializing in digital authentication services for art collections. HGK leverages artificial intelligence and blockchain technology to provide artwork authentication, certification, and display services to individual and corporate clients. This acquisition introduces AI image recognition and blockchain authentication technologies to our service portfolio, further bolstering our technological capabilities and optimizing our comprehensive brand management solutions for customers.
Services Overview
Our services primarily consist of three core areas: (1) digital content and MCN services, (2) software development services, and (3) digital authentication services.
1. Digital Content Services
We provide digital content management solutions and brand growth strategies primarily through three service verticals: (1) digital account management, (2) content operations and growth analytics, and (3) community engagement and creator partnerships. Since March 2025, we have delivered full-cycle services to brand clients, offering full-service account management, content production, and targeted promotion to grow followers across key platforms. These services are structured to support clients at varying stages of digital development, from initial account setup to multi-platform brand promotion.
Digital Account Management
We offer a tiered set of service plans that support clients in establishing and maintaining digital accounts on international platforms. Services range from basic setup and content scheduling to advanced account search engine optimization (“SEO”), visual branding, and content performance analysis. Our service plans include:
| ● | Global Premium Plan: Includes setup and management of up to three accounts, advanced account SEO strategies, brand visual design, production of over 120 posts and 24 short videos annually, monthly performance reporting, influencer or content creators marketing coordination, and unlimited strategic consultations. |
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| ● | Overseas Basic Plan: Includes setup of one account, quarterly SEO updates, production of 48 posts and 12 short videos annually, and competitor analysis twice a year. |
| ● | Starter Plan: Includes basic account setup, fundamental SEO support, 24 posts per quarter, and access to simplified performance analytics. |
Content Operations and Analytics
We support content creation through customized graphic, text, and video production tailored to the client’s brand objectives. We also provide strategic guidance on traffic growth, including trend-based optimization and third-party influencer or content creators engagement. Monthly reporting includes performance metrics, competitor benchmarking, and actionable recommendations for content refinement.
Community Engagement
We offer daily interaction support for managed accounts, including fan engagement, comment moderation, and community management. Crisis response strategies and tailored growth support are available based on client needs.
MCN Partnerships
We operate under a centralized content ownership and monetization model in its partnerships with influencers or content creators. Under its standard agreement:
| ● | We retain full operational control over content, monetization, and analytics. |
| ● | Influencers or creators are provided with content review windows via a proprietary software platform. |
| ● | All commercial revenue, including advertising, livestream sales, and brand collaborations, is retained by us, unless otherwise contractually negotiated. |
| ● | Intellectual property rights to produced content are held by us, with attribution to influencers or creators. |
| ● | Termination prior to the end of a contract term may require compensation related to audience development and data transfer. |
2. Software Development Services
We provide customized software development services, offering clients end-to-end software solutions from system design and development to deployment and post-launch maintenance. Our software development services cover the following scope:
| ● | Requirements Analysis and System Design: Collaborating closely with clients to understand their business needs and design corresponding software architecture. |
| ● | Customized Coding and Development: Performing software coding according to design specifications to ensure functionality meets client expectations. |
| ● | System Integration and Deployment: Integrating newly developed software with clients’ existing systems and completing deployment. |
| ● | Testing and Quality Assurance: Conducting comprehensive functional testing, performance testing, and security testing. |
| ● | Post-Launch Maintenance and Support: Providing ongoing software maintenance, updates, and technical support. |
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3. Digital Authentication Services
We provide digital authentication services leveraging AI and blockchain technology for artworks. Our service offerings include:
| ● | Micro Identification: Providing unique microscopic feature identification and tracking for artworks. |
| ● | AI Image Recognition Authentication: Utilizing AI algorithms to authenticate artworks. |
| ● | Blockchain Certification: Recording authentication results on blockchain to provide tamper-proof certification. |
| ● | Digital Passport Generation: Creating unique digital identity passports for artworks, recording their provenance, authentication history, and ownership information. |
Intellectual Property
Our success and ability to compete depend in part on our ability to protect our proprietary technology and intellectual property. We rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. As of December 31, 2025, through our acquisitions of HGK and certain assets of Suzhou Yixuntong Network Technology Co., Ltd. (“Yixuntong”), we have expanded our portfolio to include eight domain names, three patents, and 23 software copyrights, primarily focused on blockchain, content identification, and enterprise management technologies. In addition, we have four patent applications under temporary protection in Hong Kong, primarily focused on edge computing, ERP systems, and AI content tracing.
Competition
The markets in which we operate are highly competitive and rapidly evolving. Our digital content and MCN services compete with global digital marketing agencies, social media management platforms, influencer or content creators marketing networks, and in-house marketing teams. Our software development services compete with multinational consulting firms, regional development agencies, and offshore engineering providers. Our digital authentication services compete with traditional art authentication firms, emerging blockchain-based certification providers, and technology-enabled provenance tracking platforms. Competition is based on factors, including technological innovation, service quality, pricing, brand recognition, platform relationships, scalability, data analytics capabilities, and the ability to deliver measurable results. Many of our competitors have significantly greater financial, technical, and marketing resources than we do.
Customers and Geographic Information
Our customers include those individuals or entities seeking to grow their online presence as influencers or content creators, software development services, or digital authentication services. For the fiscal year ended December 31, 2025, substantially all of our revenue was generated from customers located outside the U.S.
During the year ended December 31, 2025, the Company had one customer with an outstanding accounts receivable balance that accounted for approximately 75% of the Company’s total accounts receivable. Most of this accounts receivable was acquired through the Company’s acquisition of its Japanese subsidiary, HGK, on November 30, 2025, and accounted for approximately 1% of the Company’s revenue for the year ended December 31, 2025. Other than this customer, the Company did not have sales or outstanding accounts receivable balances that accounted for 10% or greater individually of the Company’s total revenues and accounts receivable, respectively.
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Government Regulation
Our business is subject to evolving laws and regulations in the U.S., Japan, and Hong Kong. These include data privacy laws (such as Section 5 of the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices, Japan’s Act on the Protection of Personal Information (APPI), and Hong Kong’s Personal Data (Privacy) Ordinance), as well as emerging legal frameworks governing artificial intelligence and blockchain-based authentication services. Additionally, our MCN services are subject to the private rules and terms of service of third-party platforms. Changes in these laws or platform policies could significantly impact our operations.
Strategy
We position ourselves at the intersection of technology and creative production, offering infrastructure and strategic support to clients seeking to expand their visibility in digital markets. We leverage emerging technologies such as AI, blockchain, and predictive analytics to enhance content workflows and improve reach and engagement outcomes for our clients. By building long-term, meaningful relationships, we aim to help customers leverage our services to establish stronger connections in the global marketplace, driving revenue growth as our customers expand their usage and upgrade their service plans.
Our growth strategy is built upon the transition to a high-margin digital service model. While our digital content services require ongoing investment, they yield higher gross margins; meanwhile, our digital authentication services, leveraging AI and blockchain, present significant potential for high-margin scalability. As part of these strategic initiatives, we have successfully integrated blockchain technology into our digital authentication services, providing clients with tamper-proof certification and digital passport services. This advancement is aimed at enhancing the security, transparency, and efficiency of our global systems. Through the acquisition of HGK, we have introduced AI image recognition technology to our service portfolio, applying it to the digital authentication field to provide high-precision authenticity identification for artworks.
Looking forward, we will continue to pursue strategic acquisition opportunities in key sectors such as AI, hardware, and the Internet of Things (“IoT”), and gradually establish a global community of Key Opinion Leaders throughout the digital content lifecycle through the integration of our authentication technology.
Nasdaq Trading Status
Throughout 2024 and early 2025, we faced several Nasdaq compliance listing challenges regarding stockholders’ equity and corporate governance. Following an appeal of a delisting determination and a stay granted by the U.S. Securities and Exchange Commission (the “SEC”) in February 2025, the Nasdaq Hearings Panel (the “Panel”) reviewed our compliance.
On May 29, 2025, the Panel determined we had regained compliance with the Nasdaq Listing Rules, including the minimum stockholders’ equity requirement. Trading of our common stock, par value $0.01 per share (“Common Stock”), resumed on Nasdaq on June 2, 2025, under the symbol “FIEE.”
We are currently subject to a Nasdaq “Panel Monitor” until May 2026. Additionally, we received a public reprimand regarding a “Change of Control” violation related to transactions in February 2025, which the Panel determined was inadvertent and not materially adverse to our stockholders.
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Material Contracts
Securities Purchase Agreement
On February 18, 2025, we entered into a Securities Purchase Agreement (the “February 18, 2025 SPA”) with David Lazar (“Lazar”), Cao Yu, Hu Bin, and Youxin Consulting Limited (together with Cao Yu and Hu Bin, the “Purchasers”), which was subsequently amended on May 9, 2025. Pursuant to the February 18, 2025 SPA and its amendment, Lazar, a former director and officer of the Company, sold to the Purchasers (i) 2,219,447 shares of Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), (ii) a warrant to purchase up to 2,800,000 shares of Common Stock at an exercise price of $1.00 per share, subject to adjustment (the “Warrant”), and (iii) certain receivables owed by the Company to Lazar associated with the transaction (the “Lazar Receivables”). On April 10, 2025, Lazar transferred an additional 31,258 shares of Series A Preferred Stock to the Purchasers (together with the previously transferred shares and the Warrant, the “Securities”). The aggregate purchase price for the Securities and the Lazar Receivables was $500,000, of which $300,000 was directed by Lazar to be paid to the Company in exchange for a convertible note. The Purchasers also paid a $3.4 million earn-out payment to Lazar for his efforts related to the Company’s successful relisting on Nasdaq. The Lazar Receivables were forgiven for the benefit of the Company, and the Warrant was amended and restated to eliminate the beneficial ownership limitations previously contained therein.
May 2025 Private Placement
On May 9, 2025, we entered into, and simultaneously closed the transactions under, Securities Purchase Agreements with Cao Yu and Hu Bin, pursuant to which we sold an aggregate of 2,439,025 shares of Common Stock—1,585,366 shares to Cao Yu for a purchase price of $2,600,000 and 853,659 shares to Hu Bin for a purchase price of $1,400,000.
Helena Purchase Agreement
On May 9, 2025, we entered into a Purchase Agreement with Helena Global Investment Opportunities I Ltd. (“Helena”). The Company has the right to sell to Helena up to $15,000,000 of Common Stock over a 36-month period ending in May 2028. The purchase price is based on 95% of the lowest volume-weighted average price (“VWAP”) during the three (3) trading days following Helena’s receipt of the Common Stock shares. As consideration, we issued as a commitment fee, shares of Common Stock to Helena valued at $150,000, consisting of 71,572 Common Stock shares on May 14, 2025, and 71,572 Common Stock shares on August 11, 2025.
Lazar Warrant
On July 2, 2025, we issued a warrant to purchase 404,002 shares of Common Stock with an exercise price of $0.01 per share, subject to stockholder approval (the “July 2025 Warrant”), to Lazar. This warrant was issued as compensation for services provided by Lazar. The July 2025 Warrant was exercised on a cashless basis for 402,347 shares of Common Stock on November 12, 2025.
Lazar Convertible Note
We entered into an unsecured promissory note (the “Convertible Note”) effective February, 18, 2025, with Lazar, a stockholder holding more than 10% of the Company’s outstanding shares and a former officer and director. Under the terms of the Convertible Note, the Company agreed to pay Mr. Lazar a principal amount of $300,000, bearing interest at an annual rate of approximately 4.34%, with the full principal and interest balance due on or before December 31, 2025. Upon stockholders’ approval, the Convertible Note will automatically convert into shares of Common Stock at a conversion price of $0.25 per share. On October 27, 2025, following approval of the Company’s stockholders, the Convertible Note automatically converted into 1,235,814 shares of Common Stock pursuant to its terms.
Suzhou Yixuntong Network Technology Co., Ltd. Acquisition
Following a non-binding letter of intent signed on March 25, 2025, the Company’s subsidiary, FiEE (HK) Limited, entered into an Asset Purchase Agreement on June 30, 2025, with Hongyan Sun, Lin Lin, and Yixuntong. The Company acquired fixed assets and intellectual property, including patents and copyrights, for a total purchase price of $1.4 million.
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Houren-Geiju Kabushikikaisha Acquisition
On November 27, 2025, the Company entered into a Share Purchase Agreement to acquire 100% of the equity of HGK for $500,000 and a concurrent Technology Transfer Agreement to acquire its software copyrights and patents for $3 million. The aggregate purchase price was $3.5 million and the acquisition closed on November 30, 2025.
January 2026 Private Placement
On January 30, 2026, the Company entered into a Securities Purchase Agreement with certain investors to issue an aggregate of 394,476 shares of Common Stock at $5.07 per share for gross proceeds of approximately $2 million. The transaction is expected to close at the end of the first quarter of 2026.
Human Capital
As of December 31, 2025, we had three full-time employees, engaged five independent contractors and consultants to support our functions such as investment research, technology architecture design, financial analysis, and compliance, and employed 33 dispatched workers, focusing on key functional areas, including technology, business operations, and content creation.
Our human capital management objectives are focused on attracting, developing, and retaining talent capable of driving innovation and sustaining long-term growth. We plan to utilize a comprehensive compensation approach that includes cash compensation and equity incentives to align employee interests with the long-term objectives of the Company and its stockholders. We believe our competitiveness depends significantly on our ability to successfully identify, cultivate, and manage a team with deep expertise at the intersection of technology and creative media.
Our people are our most important asset. Accordingly, we are committed to fostering an inclusive, safe, and healthy work environment with clear career development pathways. Our total compensation package is designed to remain market-competitive and includes competitive base salaries, performance-based bonuses, comprehensive health and welfare benefits, retirement plans, and paid time off. We maintain a regular performance review process that is directly linked to compensation adjustments and career advancement opportunities.
Public Information
Our corporate website is www.fiee.com. We make available free of charge, through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act and proxy statements for our annual meeting of stockholders, as soon as reasonably practicable after each such material is electronically filed with or furnished to the SEC. We also routinely post these reports, recent news and announcements, financial results and other important information about our business on our website at www.fiee.com. Information contained on our website does not constitute part of, and is not incorporated by reference into, this Annual Report.
Persons interested in obtaining information on the Company may read and copy any materials that we file with the SEC. The SEC maintains an Internet website at www.sec.gov that contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act and proxy statements for our annual meeting of stockholders, and other information regarding issuers that file electronically with the SEC.
Also available on the Company’s website, www.fiee.com, are its Ethics Code of Conduct, Corporate Governance Guidelines, the charter of each active committee of the Board of Directors of the Company (the “Board”), and other materials outlining the Company’s corporate governance practices. If we amend or grant a waiver of one or more of the provisions of our Ethics Code of Conduct, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Ethics Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting the required information on our corporate website at www.fiee.com.
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ITEM 1A. – RISK FACTORS
Risks Related to Our Company
Since completing our business transformation in 2025, our new business has generated revenue and achieved profitability, but still faces risks of sustained growth and market competition.
Prior to the cessation of our legacy business, our principal assets, product offerings and business primarily consisted of providing consumer networking and intelligent software services. After the closing of the transactions under the February 18, 2025 SPA, we transitioned to becoming a digital service provider, and our current business operations focus on integrating AI and data analytics into content creation and brand management. In 2025, we completed our strategic transformation from a legacy networking hardware business to a digital service provider. As of the end of 2025, we completely ceased our legacy operations, with our current business focused on three core areas: digital content services, software development services, and digital authentication services. In 2025, we successfully launched our new business, generating service fees of $6.2 million, and achieving profitability. However, our new business is still in the early stages of development and faces risks such as intensified market competition, rising customer acquisition costs, and accelerated technological iteration. There can be no assurance that we will be able to maintain our current growth rate and profitability or that our current business model will prove to be sustainable over the long term.
Our limited operating history in our new lines of business makes it difficult to evaluate our prospects and increases the risk of investment.
We have a limited operating history in our current digital services business. Although we generated revenue and achieved profitability in 2025, our historical results in our legacy business are not indicative of our future performance. Investors should consider our prospects in light of the risks and uncertainties frequently encountered by companies in new and rapidly evolving markets, including risks related to customer adoption, pricing models, technological change, and competitive dynamics. If our assumptions regarding market demand or our growth strategy prove incorrect, our business, financial condition and results of operations could be materially adversely affected.
We may fail to execute our business plan successfully.
Our stockholders may lose their investment if we fail to execute our business plan successfully. Our prospects must be considered in light of certain risks and uncertainties, including but not limited to, competition, changes in client preferences, cybersecurity risks, our ability to attract and retain qualified personnel, and general economic conditions. We cannot guarantee that we will be successful in executing our business plan. If we fail to execute our business plan successfully, our stockholders may lose their entire investment.
The Company may suffer from a lack of availability of additional funds.
We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we may be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If we are successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for our Company. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities; or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute our existing stockholders and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations altogether. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.
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In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our stockholders or that result in our stockholders losing all of their investment in us.
Our acquisition strategy creates risks for our business.
We expect that we will pursue acquisitions of other businesses, assets or technologies to grow our business. We may fail to identify attractive acquisition candidates or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to grow our business will be impaired.
We may pay for acquisitions by issuing additional shares of our Common Stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:
| ● | difficulties integrating the operations, technologies, services and personnel of the acquired companies; | |
| ● | challenges maintaining our internal standards, controls, procedures and policies; | |
| ● | diversion of management’s attention from other business concerns; | |
| ● | over-valuation of acquired companies or assets; |
| ● | litigation resulting from activities of the acquired company, including claims from terminated employees, customers, former stockholders and other third parties; | |
| ● | insufficient revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies; | |
| ● | insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions; | |
| ● | entering markets in which we have no prior experience and may not succeed; | |
| ● | risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries or regions; | |
| ● | potential loss of key employees of the acquired companies; and | |
| ● | impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel. |
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Our reliance on AI and data analytics exposes us to unique operational and ethical risks.
Our current business model focuses on integrating AI into content creation and brand management. AI technologies are complex and rapidly evolving. We may face risks related to biased algorithms, “hallucinations” in AI-generated content, or the inadvertent use of intellectual property in our training models. If our AI solutions produce inaccurate, offensive, or infringing content, our reputation could be severely damaged, and we could be subject to legal liability. Furthermore, as AI regulations emerge globally, we may incur significant costs to ensure compliance with new laws governing AI transparency and accountability.
Cybersecurity incidents or data breaches could disrupt our operations and harm our reputation.
Our business involves the collection, processing, storage, and transmission of proprietary and potentially sensitive data. We rely on internal systems and third-party service providers, including cloud-based infrastructure, to support our operations. Cybersecurity incidents, including hacking, phishing, ransomware attacks, or insider misconduct, could result in unauthorized access to, disclosure of, or loss of data. Any such incident could result in regulatory investigations, litigation, indemnity obligations, reputational damage, and significant remediation costs. In addition, increased regulatory scrutiny regarding data privacy and cybersecurity may result in additional compliance costs. A significant cybersecurity breach could materially adversely affect our business, financial condition, and results of operations.
We may be unable to scale our operations successfully.
Our growth strategy will place significant demands on our management and financial, administrative and other resources. Operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or the scale of our operations, then the quality of our services, our ability to retain key personnel, and our business could be harmed.
Our success depends on the continued efforts of our senior management and key technical personnel
Our success depends on the continued service of our senior management, as well as the continued contributions of key technical personnel supporting our MCN operations, AI-driven content creation, and blockchain-based digital authentication. As we operate at the forefront of next-generation digital services, the demand for qualified professionals with specialized skills in these emerging fields is exceptionally high, and competition for such talent is intense. We invest significant resources in recruiting and training our employees, and the loss of one or more of our executive officers or key technical personnel could delay the development of new offerings, impair our ability to respond to technological advancements, and materially and adversely affect our business, financial condition, and results of operations.
We are subject to stringent and evolving laws and regulations regarding data privacy and cybersecurity.
As a digital service provider focusing on data analytics and digital authentication, we collect, process, and store significant amounts of sensitive data. We are subject to various federal, state, and international laws, such as the GDPR and CCPA, regarding data privacy. Any failure, or perceived failure, by us to comply with these laws, or any security breach resulting in the unauthorized release of data, could result in significant fines, litigation, and a loss of customer trust, which would materially and adversely affect our business.
We may suffer from a lack of liquidity.
By incurring indebtedness, we subject ourselves to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well as carry out our acquisition strategy and other business objectives.
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The requirements of remaining a public company may strain our resources and distract our management, which could make it difficult to manage our business.
We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition.
We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.
Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to compliance regarding Section 404 of the Sarbanes-Oxley Act on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. We have identified a material weakness in our internal control over financial reporting, as described elsewhere in this Annual Report. Although we are implementing a remediation plan, there can be no assurance that our remediation efforts will be successful. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, which could materially adversely affect the market price of our Common Stock.
We have identified a material weakness in our internal control over financial reporting, which resulted in our disclosure controls and procedures being ineffective as of December 31, 2025. If we fail to fully remediate this material weakness, our financial reporting could be adversely affected and investor confidence could decline.
In the course of preparing our financial statements for the quarter ended June 30, 2025, management identified a material weakness in our internal control over financial reporting due to insufficient accounting staffing during the Company’s restructuring and new business launch. During the first half of 2025, we did not maintain a sufficient complement of personnel with an appropriate degree of knowledge and experience to fulfill internal control and financial reporting responsibilities. This resulted in reduced review capabilities and prior-period errors, which have since been corrected.
As a result of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Although we have taken steps to remediate the material weakness, including hiring additional qualified accounting personnel with SEC expertise, enhancing review and approval procedures, providing additional training, and implementing ongoing monitoring processes, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the controls are effective.
If our remediation efforts are not successful, or if additional material weaknesses are identified in the future, we may be unable to conclude that our internal control over financial reporting is effective. This could result in additional errors in our financial statements, future restatements, delays in required filings, regulatory scrutiny, loss of investor confidence, and a decline in the market price of our Common Stock.
Our disclosure controls and procedures were not effective as of December 31, 2025, and if we are unable to maintain effective disclosure controls and procedures in the future, investors may lose confidence in our reported financial information.
As disclosed in this Annual Report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weakness in internal control over financial reporting described above. Although we are actively implementing remediation measures, there can be no assurance that these efforts will be successful or that additional deficiencies will not be identified.
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Effective disclosure controls and procedures are necessary to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within required time periods. Any failure to maintain effective disclosure controls could result in late filings, inaccurate reporting, regulatory action, or harm to our reputation, which could materially adversely affect our business and the market price of our Common Stock.
Changes in U.S. laws and regulations related to companies with connections to Hong Kong or the PRC could limit our ability to maintain our Nasdaq listing or access U.S. capital markets.
U.S. regulatory authorities, including the SEC and the Public Company Accounting Oversight Board (“PCAOB”), have adopted rules that increase disclosure requirements and regulatory scrutiny of U.S.-listed companies with operations or affiliations in Hong Kong or the PRC. Although we are currently compliant with applicable Nasdaq listing requirements and U.S. securities laws, future legislative or regulatory actions—such as expanded audit inspection requirements, data security reviews, or restrictions under the Holding Foreign Companies Accountable Act—could impose additional compliance burdens or create uncertainty regarding our continued eligibility to list our securities on a U.S. exchange.
If U.S. regulators are unable to inspect or investigate our auditors or operations to their satisfaction, or if future rules impose additional restrictions on companies with international ties, our Common Stock could be subject to trading prohibitions or delisting, which would materially and adversely affect investors.
Economic instability, inflation, global conflicts, or public health crises could adversely affect our business.
Global economic uncertainty, inflationary pressures, rising interest rates, armed conflicts, trade disputes, and public health emergencies could negatively impact customer spending, capital markets activity, and overall business confidence. These macroeconomic and geopolitical conditions may reduce demand for our services, increase our operating costs, disrupt supply chains or third-party service providers, and limit our access to financing. Any prolonged downturn in global or regional economic conditions could materially adversely affect our business, financial condition, and results of operations.
Our financial condition, results of operations and cash flow may be adversely affected by changing economic conditions, including interest rates and inflation, and other factors beyond our control.
In recent years, the global economic market has experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain and volatile, as a result of current geopolitical conditions including conflicts in the Middle East, the ongoing Russia-Ukraine War and geopolitical tensions between China and Taiwan, instability in the U.S. and global banking systems, a high inflation environment, the imposition of tariffs or other trade barriers and the risk of retaliatory actions or prolonged trade conflict, the downgrading of the U.S.’s credit rating and the possibility of an economic slowdown. A decline in economic conditions, such as a recession, an economic downturn, and/or inflationary conditions in our markets, can adversely and negatively impact our customers and potential customers in a manner that could adversely affect our financial condition, results of operations and cash flow.
Our operations could be adversely impacted by civil unrest, acts of war or terrorism, other criminal activities, infectious disease outbreaks or other unexpected events, including natural disasters, outside our control.
Our operations are always subject to adverse impacts resulting from civil unrest, acts of war, hostilities or acts of terrorism or other criminal activities. Such events may result in a temporary decline in the number of customers who seek our services or in our employees’ ability to perform their job duties. In addition, such events may temporarily interrupt our ability to provide our services. The occurrence of any such event and/or a disruption of our operations as a result may adversely affect our financial condition, results of operations and cash flow.
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Risks Related to Our Common Stock
We have previously failed to comply with Nasdaq’s continued listing requirements, and as a result, our Common Stock was suspended from trading on Nasdaq. Although we have resolved these issues and resumed trading, we may face delisting risks in the future, which has had and will continue to have a material effect on us and our stockholders.
We previously faced Nasdaq delisting risk but have resolved all deficiencies and resumed trading. From June 2024 to May 2025, we faced the risk of delisting from Nasdaq. In April 2025, we appointed independent directors and established board committees, resolving governance deficiencies. On May 29, 2025, the Panel determined that the Company is in compliance with listing rules, and our Common Stock resumed trading on Nasdaq on June 2, 2025, under the symbol “FIEE.” As of December 31, 2025, we have satisfied all applicable Nasdaq continued listing requirements.
However, a Nasdaq “Panel Monitor” has been implemented under Nasdaq Listing Rule 5815(d)(4)(A) for a period of one year from May 29, 2025, which will expire on May 29, 2026. During this period, if the Company becomes deficient with respect to any Nasdaq continued listing requirement, it will not have the opportunity to submit a compliance plan and may face delisting proceedings. There can be no assurance that we will be able to continuously satisfy all Nasdaq listing requirements in the future. If our Common Stock were to be delisted, the liquidity and market price of our securities could be materially adversely affected, and investors may find it more difficult to buy or sell our Common Stock.
A large portion of our Common Stock is controlled by a small number of stockholders.
A large portion of our Common Stock is held by a small number of stockholders, including shares held by Youxin Consulting Limited, a Hong Kong company wholly controlled by our Chief Executive Officer, Li Wai Chung, and shares held by our Chief Financial Officer, Cao Yu, Hu Bin, one of the three purchasers under the Purchase Agreement, and Elements Corporate Services Limited. As a result, these stockholders are able to influence the outcome of stockholder votes on various matters, including the election of directors and extraordinary corporate transactions including business combinations.
Furthermore, any additional equity financing or purchases of additional shares of our Common Stock from these stockholders may further reduce the public float and liquidity of our Common Stock which can in turn affect the market price of our Common Stock.
The interests of our large stockholders may differ from or conflict with the interests of our other stockholders. In addition, our large stockholders are not subject to any contractual restrictions on their ability to acquire additional shares of our Common Stock. This concentration of stock ownership may adversely affect the trading price for our Common Stock to the extent that investors perceive disadvantages in significant ownership of or control over the affairs of the Company.
The sale of the additional shares of Common Stock could cause dilution as well as the value of our Common Stock to decline.
The sale of a substantial number of shares of our Common Stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we do sell or issue more Common Stock, any investors’ investment in us will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our c Common Stock could seriously decline in value.
Our Common Stock price may decrease due to factors beyond our control.
The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for early-stage companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our stock if a trading market for our stock ever develops. If our stockholders sell substantial amounts of their stock in the public market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.
The market price of our stock may also fluctuate significantly in response to, but not limited, to the following factors, most of which are beyond our control:
| ● | variations in our quarterly operating results, |
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| ● | changes in general economic conditions, | |
| ● | changes in market valuations of similar companies, | |
| ● | announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments; and | |
| ● | poor reviews from equity research analysts. |
Any such fluctuations may adversely affect the market price or value of our Common Stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.
Our Common Stock is subject to the application of the “penny stock” rules which could adversely affect the market price of our Common Stock and increase transaction costs to sell those shares.
The SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
| ● | that a broker or dealer approve a person’s account for transactions in penny stocks, and | |
| ● | the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. |
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
| ● | obtain financial information and investment experience objectives of the person, and | |
| ● | make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
| ● | sets forth the basis on which the broker or dealer made the suitability determination and | |
| ● | states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.
The market price for our Common Stock is particularly volatile which could lead to wide fluctuations in our share price. You may be unable to sell your Common Stock at or above your purchase price, or at all, which may result in substantial losses to you.
The market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than that of a seasoned issuer for the indefinite future. As a consequence of this enhanced risk, more risk-averse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our Common Stock regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our Common Stock will be at any time, or as to what effect the sale of shares or the availability of Common Stock for sale at any time will have on the prevailing market price.
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Because we will likely issue additional shares of our Common Stock, investment in the Company could be subject to substantial dilution.
Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 60,000,000 shares of Common Stock. We anticipate that a substantial portion of our future funding, if any, will be in the form of equity financing from the sale of our Common Stock. If we sell or issue more Common Stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s Common Stock could seriously decline in value.
The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, FINRA has adopted FINRA Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board.
If we are unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our Common Stock, if a market ever does develop for it, could decline.
If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired and a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.
We are a “smaller reporting company” and the reduced reporting requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.
We are a smaller reporting company as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
We cannot predict whether investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile or decline.
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ITEM 1B. – UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. – CYBERSECURITY
Risk Management and Strategy
| ● | Identification & Assessment: We utilize external tools to monitor our information systems and perform periodic vulnerability assessments. |
| ● | Third-Party Risk: |
| ● | Integration: Cybersecurity risks are evaluated alongside other operational and financial risks during our annual risk assessment process led by management. |
As of December 31, 2025, we are not aware of any risks from cybersecurity threats, including previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Governance Board Oversight
Management’s Role
| ● | Our cybersecurity efforts are led by our Chief Technology Officer, who has 10 years of experience in Information Technology. |
| ● | Management has established processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents, including regular software patch updates, system access rights management, log monitoring and data backup and employee information security training. |
| ● | Significant cybersecurity matters are escalated to the Board of Directors as necessary. |
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ITEM 2 – PROPERTIES
The Company’s principal executive offices are located at Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong, and are leased from a third party pursuant to a lease agreement. We believe that these facilities are adequate for our current operations and that we will be able to obtain additional or alternative facilities on commercially reasonable terms if and when necessary.
ITEM 3 – LEGAL PROCEEDINGS
In the course of our business, we are involved in litigation and legal matters from time to time. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. We do not believe that any such matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Common Stock is currently traded on Nasdaq under the symbol “FIEE.”
Holders
As of March 16, 2026, there were 7,934,122 shares of our Common Stock outstanding and 51 holders of record of our Common Stock.
Dividend Policy
We have never declared or paid cash dividends on our capital stock and do not plan to pay any cash dividends in the foreseeable future. Our current policy is to retain all of our earnings to finance future growth.
Repurchases by the Company
During the quarter ended December 31, 2025, we did not repurchase any shares of our Common Stock.
ITEM 6 – SELECTED FINANCIAL DATA - [Reserved]
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ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Annual Report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties including those discussed under Part I, Item 1A, “Risk Factors.” These risks and uncertainties may cause actual results to differ materially from those discussed in the forward-looking statements.
Overview
We historically delivered comprehensive WiFi/Software as a Service platform to make everyone’s connected home safe and supportive for life and work. We continue to grow and expand our SaaS operations as a digital service provider focused on integrating AI and data analytics into content creation and brand management. In addition to our SaaS solutions, we now also offer customized software development services and digital authentication services.
As part of our ongoing strategic initiatives, we are actively planning to develop and integrate blockchain technology into our operations in the future. Through the acquisition of HGK, we have successfully applied blockchain technology to our digital authentication services. This advancement is aimed at enhancing the security, transparency, and efficiency of our services and systems.
In line with our growth strategy, we are also targeting potential acquisitions in key sectors such as AI, hardware, and the IoT. The acquisitions completed in 2025 have enabled us to strengthen our technological capabilities and expand our market presence. These strategic initiatives reflect our commitment to innovation and expansion, positioning us for long-term growth and success in emerging industries.
Additionally, we are exploring entry into the MCN business. Our goal is to serve as a bridge between influencers or content creators and the global market, facilitating valuable connections and expanding our reach in this rapidly evolving digital space.
These strategic initiatives reflect our commitment to innovation and expansion, positioning us for long-term growth and success in emerging industries.
Key Factors Affecting Our Performance
Generally, our gross margin depends on a number of factors, including the type of service and customer category. Digital content services tend to have higher gross margins but require ongoing investments; software development services have gross margins that depend on project complexity; digital authentication services, leveraging AI and blockchain technologies, have high gross margin potential.
Our future growth is largely dependent on our ability to acquire new customers, which is crucial for expanding our SaaS - MCN digital services, software services, and digital authentication services. This will rely on the effectiveness of our marketing and sales efforts to reach teams and organizations across diverse industries. The success of our growth strategy, as well as our future prospects, hinges on our ability to attract and retain new customers. While we see a substantial market opportunity in the MCN business, continued investment in sales and marketing, research and development, and customer support will be essential to further grow our international customer base.
In order to sustain and expand our existing customer base, we prioritize ensuring that our customers continue to derive value from our services. By building long-term, meaningful relationships, we aim to help customers leverage our services to establish stronger connections in the global marketplace. As they increasingly recognize the value we provide, we expect them to expand their usage and upgrade their service plans, driving revenue growth within our current customer base. This approach underpins our strategy to enhance both customer retention and revenue growth over time.
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Results of Operations
The following table sets forth certain financial data derived from our consolidated statements of operations for the years ended December 31, 2025 and 2024 presented in absolute dollars and as a percentage of revenues, with dollars and percentage change year over year. There can be no assurance that the current trend will continue in future periods.
| Years ended December 31, | Change | |||||||||||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||||||||||
| Revenues | $ | 6,193,616 | 100.0 | % | $ | 639,893 | 100.0 | % | $ | 5,553,723 | 867.9 | % | ||||||||||||
| Cost of revenue | 840,018 | 13.6 | 432,634 | 67.6 | 407,384 | 94.2 | ||||||||||||||||||
| Gross profit | 5,353,598 | 86.4 | 207,259 | 32.4 | 5,146,339 | 2,483.0 | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Selling and marketing | 418,011 | 6.7 | 66,171 | 10.3 | 351,840 | 531.7 | ||||||||||||||||||
| General and administrative | 3,337,649 | 53.9 | 2,062,441 | 322.3 | 1,275,208 | 61.8 | ||||||||||||||||||
| Research and development | 47,419 | 0.8 | 113,294 | 17.7 | (65,875 | ) | (58.1 | ) | ||||||||||||||||
| Vendor liability forgiveness, net of asset transfers | - | - | 2,200,929 | 344.0 | (2,200,929 | ) | (100.0 | ) | ||||||||||||||||
| Total operating expenses | 3,803,079 | 61.4 | 4,442,835 | 694.3 | (639,756 | ) | (14.4 | ) | ||||||||||||||||
| Operating income (loss) | 1,550,519 | 25.0 | (4,235,576 | ) | (661.9 | ) | 5,786,095 | (136.6 | ) | |||||||||||||||
| Total other income (expense) | (29,881 | ) | (0.5 | ) | 82 | - | (29,963 | ) | (36,540.2 | ) | ||||||||||||||
| Income (loss) before income taxes | 1,520,638 | 24.6 | (4,235,494 | ) | (661.9 | ) | 5,756,132 | (135.9 | ) | |||||||||||||||
| Income taxes | 448,204 | 7.2 | (11,216 | ) | (1.8 | ) | 459,420 | (4,096.1 | ) | |||||||||||||||
| Net income (loss) | $ | 1,072,434 | 17.3 | % | $ | (4,224,278 | ) | (660.2 | )% | $ | 5,296,712 | (125.4 | )% | |||||||||||
Comparison of Fiscal Years 2025 and 2024
The following table sets forth our revenues by product and the changes in revenues for fiscal year ended December 31, 2025, as compared to fiscal year ended December 31, 2024:
| Years ended December 31, | ||||||||||||||||
| 2025 | 2024 |
$ |
% Change |
|||||||||||||
| Cable Modems & gateways | $ | - | $ | 638,804 | $ | (638,804 | ) | (100.0 | )% | |||||||
| Other networking products | - | 1,089 | (1,089 | ) | (100.0 | ) | ||||||||||
| SaaS – MCN digital services | 5,275,761 | - | 5,275,761 | N/A | ||||||||||||
| Software services | 588,811 | - | 588,811 | N/A | ||||||||||||
| Digital authentication services | 329,044 | - | 329,044 | N/A | ||||||||||||
| Total | $ | 6,193,616 | $ | 639,893 | $ | 5,553,723 | 867.9 | % | ||||||||
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Revenues
Our total revenues increased year-over-year by $5.6 million or 867.9%. The increase in revenues primarily reflects the Company’s strategic transition from legacy hardware operations to SaaS solutions, with a new business model focusing on integrating AI and big data into content creation and brand management. Notably, during March 2025, we successfully secured our first customer orders and generated initial sales, marking a critical milestone in the strategic pivot. Our target clients are individuals or entities seeking to grow their online presence as influencers or content creators.
As of December 31, 2025, we onboarded approximately 800 customers, corresponding to SaaS – MCN digital service fees totalling $6.8 million, of which $5.3 million was recognized as revenue.
Building on this momentum, we introduced customized software services in July 2025. As of December 31, 2025, we secured contracts totalling $1.2 million for customized software services, a portion of which was recognized as revenue in the current period based on the progress of completion. As of December 31, 2025, we successfully signed contracts with 13 customers for these services, with related accounts receivable amounting to $589 thousand.
Through the acquisition of HGK in November 2025, we added the ability to provide digital authentication services. As of December 31, 2025, digital authentication services generated $329 thousand in revenue, serving one corporate client and 38 individual clients. This business leverages AI and blockchain technology to provide authentication, certification, and display services for artworks, further diversifying our revenue streams.
Cost of Revenue and Gross Margin
Cost of revenue for the year ended December 31, 2024 consisted primarily of the following: the cost of direct labor; the cost of finished products from our third-party manufacturers; overhead costs, including purchasing, product planning, inventory control, warehousing and distribution logistics; third-party software licensing fees; inbound freight; import duties/tariffs; warranty costs associated with returned goods; write-downs for excess and obsolete inventory; and costs attributable to the provision of service offerings.
Cost of revenue for the year ended December 31, 2025 consisted primarily of the following: the cost of direct labor; amortization of certain acquired intangibles and software development costs, outsourced authentication service costs, and costs attributable to the provision of service offerings.
The increase in gross profit was attributable to higher revenue in 2025, largely resulting from the lack of revenue in 2024 due to the termination of the Motorola license. Our gross margin can be affected by a number of factors, including fluctuation in labor cost, foreign exchange rates, sales returns, changes in average selling prices, end-user customer rebates and other channel sales incentives, changes in our cost of revenue due to fluctuations and increases in prices paid for components, overhead costs, inbound freight and duty/tariffs, conversion costs, and charges for excess or obsolete inventory.
The following table presents revenues and gross margin, for the periods indicated:
| Years ended December 31, | ||||||||||||||||
| 2025 | 2024 |
$ |
% Change |
|||||||||||||
| Revenues | $ | 6,193,616 | $ | 639,893 | $ | 5,553,723 | 867.9 | % | ||||||||
| Cost of revenue | $ | 840,018 | $ | 432,634 | $ | 407,384 | 94.2 | % | ||||||||
| Gross margin | 86.44 | % | 32.4 | % | ||||||||||||
Gross margin increased in fiscal 2025 compared to the prior fiscal year, primarily due to a notable turnaround in the Company’s profitability since the third quarter of fiscal 2025. The first half of fiscal 2025 was characterized by an initial investment and strategic positioning phase, with the implementation of increased operational capacity and a successful diversification into new, higher-margin service lines commencing in July 2025. The improvement in gross margin was primarily contributed by the MCN digital services revenue stream, which leverage AI and other technologies to reduce reliance on human labor, resulting in significantly higher margins compared to traditional service models. As a result, the Company achieved a substantial increase in its gross margin. The benefits of this strategic shift and enhanced scale are clearly reflected in the consolidated results for fiscal 2025.
20
Selling and Marketing
Selling and marketing expenses consist primarily of advertising, trade shows, corporate communications and other marketing expenses, product marketing expenses, outbound freight costs, amortization of certain intangibles, personnel expenses for sales and marketing staff, technical support expenses, and facility allocations. The following table presents sales and marketing expenses, for the periods indicated:
| Years ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change |
% Change |
|||||||||||||
| Selling and marketing | $ | 418,011 | $ | 66,171 | $ | 351,840 | 531.7 | % | ||||||||
Sales and marketing expenses increased by $352 thousand in fiscal 2025, as compared to the prior year, primarily due to the Company’s business transformation. In 2024, the Company was in a transition period with reduced legacy operations, resulting in low sales support costs. In 2025, with the full launch of new business operations, the Company increased marketing activities and investments to promote its digital content services, software development services, and digital authentication services.
General and Administrative
General and administrative expenses consist of salaries and related expenses for executives, finance and accounting, human resources, information technology, professional fees, including legal costs associated with defending claims against us, allowance for doubtful accounts, facility allocations, and other general corporate expenses. The following table presents general and administrative expenses, for the periods indicated:
| Years ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change |
% Change |
|||||||||||||
| General and administrative | $ | 3,337,649 | $ | 2,062,441 | $ | 1,275,208 | 61.8 | % | ||||||||
General and administrative expenses increased by $1.3 million, or 61.8%, to $3.3 million for the year ended December 31, 2025, compared to $2.0 million for the year ended December 31, 2024. This increase was primarily driven by $1.1 million in non-cash warrant issuance costs recognized in the third quarter of 2025. The remaining increase was attributable to expanded business operations following our strategic transformation, including higher professional fees and personnel costs associated with launching and scaling our new digital content, software development, and digital authentication services. These increases were partially offset by continued cost discipline and operational efficiencies realized from our transition away from legacy hardware operations.
Future general and administrative expense increases or decreases in absolute dollars are difficult to predict due to the lack of visibility of certain costs, including legal costs associated with defending claims against us, and other factors.
Research and Development
Research and development expenses consist primarily of personnel expenses, payments to suppliers for design services, safety and regulatory testing, product certification expenditures to qualify our products for sale into specific markets, prototypes, IT, and other consulting fees. Research and development expenses are recognized as they are incurred. Our research and development organization is focused on enhancing our ability to introduce innovative and easy-to-use products and services. The following table presents research and development expenses, for the periods indicated:
| Years ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change |
% Change |
|||||||||||||
| Research and development | $ | 47,419 | $ | 113,294 | $ | (65,875 | ) | (58.1 | )% | |||||||
21
Research and development expenses decreased by $66 thousand in fiscal 2025, as compared to the prior year. The research and development expenses incurred in 2025 were primarily related to software subscriptions and support costs.
Research and development expenses may fluctuate depending on the timing and number of development activities and could vary significantly as a percentage of revenues, depending on actual revenues achieved in any given year.
Other Income (Expense)
| Years ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change |
% Change |
|||||||||||||
| Other income (expense) | $ | (29,881 | ) | $ | 82 | $ | (29,963 | ) | (36,540.2 | )% | ||||||
Other income (expense), net was an expense of $29,881 in fiscal 2025 and income of $82 in fiscal 2024, primarily due to increased foreign currency exchange losses resulting from significantly more foreign currency transactions in 2025 as the Company expanded its operations in Hong Kong and Japan.
Income Tax Expense (Benefit)
| Years ended December 31, | ||||||||||||||||
| 2025 | 2024 | $ Change |
% Change |
|||||||||||||
| Income tax expense (benefit) | $ | 448,204 | $ | (11,216 | ) | $ | 459,420 | (4,096.1 | )% | |||||||
Income tax expense (benefit) was an expense of $448,204 in fiscal 2025 and benefit of $11,216 in fiscal 2024. This significant change was primarily due to the profitability of the Company’s Hong Kong subsidiary in 2025, resulting in Hong Kong Profits Tax. In 2024, the Company was in a business transition period with losses from legacy operations, resulting in an income tax benefit.
Liquidity and Capital Resources
The Company’s operations have historically been financed through the issuance of common stock and preferred stock. Since inception, the Company has incurred significant losses and negative cash flows from operation and an accumulated deficit of $95.6 million. The Company began generating operating profit in the fourth quarter of 2025. During the year ended December 31, 2025, the Company reported a net income of $1.1 million, a positive working capital of $2.4 million. As of December 31, 2025, we had cash of $3.1 million as compared to $30 thousand on December 31, 2024. On December 31, 2025, we had no borrowings outstanding and had a working capital of $2.4 million. Previously, we have funded our operations and financing activities primarily through the sale of our preferred stock and Common Stock. Our ability to maintain adequate levels of liquidity depends in part on our ability to generate cash from operations and our ability to raise additional funds through equity or debt financing. We are evaluating options related to our liquidity and will continue to monitor our costs in relation to our sales and adjust our cost structure accordingly.
Our historical cash outflows have primarily been associated with: (1) cash used for operating activities such as the purchase and growth of inventory, expansion of our sales and marketing and research and development infrastructure and other working capital needs; (2) expenditures related to increasing our manufacturing capacity and improving our manufacturing efficiency; (3) capital expenditures related to the acquisition of equipment; (4) cash used to repay our debt obligations and related interest expense; and (5) cash used for acquisitions. Fluctuations in our working capital due to timing differences of our cash receipts and cash disbursements also impact our cash inflows and outflows.
Our consolidated financial statements as of December 31, 2025 were prepared under the assumption that we will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt exists about our ability to continue as a going concern, and we will require additional liquidity to continue operations beyond the next twelve months.
Our consolidated financial statements as of December 31, 2025 do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if we were unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment.
22
Cash Flows
The following table presents our cash flows for the periods presented:
|
Years ended December 31, |
||||||||
| 2025 | 2024 | |||||||
| Cash provided by (used in) operating activities | $ | 3,636,620 | $ | (3,772,008 | ) | |||
| Cash used in investing activities | (4,873,399 | ) | 11,642 | |||||
| Cash provided by (used in) financing activities | 4,300,000 | 3,081,206 | ||||||
| Effect of foreign exchange rate changes on cash | (8,922 | ) | - | |||||
| Net increase (decrease) in cash | $ | 3,054,299 | $ | (679,160 | ) | |||
Cash Flows from Operating Activities.
Cash provided by operating activities of $3.6 million during 2025 reflected our net income of $1.1 million, adjusted for non-cash expenses, consisting primarily of: $0.5 million in depreciation and amortization expense, $0.1 million in stock-based compensation expense, $1.1 million in value of warrants issued, $9 thousand in non-cash interest expense, and $7 thousand in loss on disposal of fixed assets. Uses of cash included increases in accounts receivable of $0.6 million, other receivables of $1.1 million, prepaid and other current assets of $27 thousand, and other long-term assets of $59 thousand, as well as decreases in operating lease liabilities of $51 thousand. Sources of cash included increases in accounts payable of $0.2 million, contract liabilities of $1.5 million, income tax payable of $0.4 million and accrued expenses and other current liabilities of $0.6 million.
Cash used in operating activities of $3.7 million for 2024 reflected our net loss of $4.2 million, adjusted for non-cash expenses, consisting primarily of $0.4 million of depreciation and amortization, $0.9 million of stock-based compensation expense, $(0.3) million credit losses, and $2.2 million in vendor forgiveness, net of asset transfers. Uses of cash included a reduction in accounts payable of $3.2 million, accrued expenses and other liabilities of $0.8 million, and prepaid expenses and other current assets of $0.1 million. Sources of cash included a decrease of accounts receivable of $1.0 million and inventory of $0.4 million.
Cash Flows from Investing Activities.
In 2025, the Company used $4.9 million in investing activities, primarily consisting of $4.7 million for acquisition of assets and $0.2 million for purchases of property, equipment and software.
In 2024, the Company had $12 thousand generated in investing activities related to sales of property and equipment.
Cash Flows from Financing Activities.
Cash provided from financing activities in 2025 consisted of proceeds from issuance of Common Stock of $4 million, net proceeds from the issuance of a convertible note of $300 thousand.
Cash provided in financing activities in 2024 consisted of proceeds of issuance of preferred stock of $3.1 million.
Future Liquidity Needs
Our primary short-term needs for capital, which are subject to change, include:
| ● | upgrades to our information technology infrastructure to enhance our capabilities and improve overall productivity; |
23
| ● | support of our commercialization efforts related to our current and future products, including expansion of our direct sales force and field support resources; | |
| ● | the continued advancement of research and development activities. |
Our capital expenditures are largely discretionary and within our control. We expect that our product sales and the resulting operating loss, as well as the status of each of our product development programs, will significantly impact our cash management decisions.
At December 31, 2025, we do not believe our current cash will be sufficient to fund working capital requirements, capital expenditures and operations during the next twelve months. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures and increase revenues. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. We will continue to monitor our costs in relation to our sales and adjust accordingly.
Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of any future operating losses, the level and timing of future sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support our sales growth, funds required to service our debt, the receipt of and time required to obtain regulatory clearances and approvals, our sales and marketing programs, our need for infrastructure to support our sales growth, the continuing acceptance of our products in the marketplace, competing technologies and changes in the market and regulatory environment.
Our ability to fund our longer-term cash needs is subject to various risks, many of which are beyond our control—See “Risk Factors—We may require significant additional capital to pursue our growth strategy, and our failure to raise capital when needed could prevent us from executing our growth strategy.” Should we require additional funding, such as additional capital investments, we may need to raise the required additional funds through bank borrowings or public or private sales of debt or equity securities. We cannot guarantee that such funding will be available in needed quantities or on terms favourable to us, if at all.
At December 31, 2025, we have Federal net operating loss carry forwards of approximately $68.2 million available to reduce future taxable income. A valuation allowance has been established for the full amount of deferred income tax assets as management has concluded that it is more-likely than-not that the benefits from such assets will not realize the benefits of our deferred tax assets. As a result, as of December 31, 2025 and December 31, 2024, we recorded a full valuation allowance against our net deferred tax assets.
To support our strategic transition to SaaS solutions and the scaling of our AI-driven platform, management anticipates requiring approximately $10 million in total funding over the next three years. We plan to allocate (1) $4.0 million in 2026 to develop AI technology for content, build fan community and membership system, (2) $3.0 million in 2027 to enhance our SaaS system, and develop robust security for other IP protection technologies, and (3) $3.0 million in 2028 to advance AI media development and expand content creation capabilities.
To provide for such liquidity needs over the next three years, on May 9, 2025, we entered into a Purchase Agreement with Helena, whereby we have the right to issue and sell to Helena, from time to time, and Helena shall purchase from us, up to $15,000,000 of the Common Stock. In no event shall the number of shares of Common Stock issuable to Helena cause the aggregate number of shares of Common Stock beneficially owned by Helena and its affiliates as a result of previous issuances and sales of Common Stock to Helena to exceed 9.99% of the then issued and outstanding Common Stock. The purchase price is based on 95% of the lowest VWAP during the three (3) Trading Days following Helena’s receipt of the shares.
On May 9, 2025, the Company also entered into, and simultaneously closed the transactions under, a Securities Purchase Agreement with Cao Yu, whereby the Company sold 1,585,366 shares of the Company’s Common Stock to Cao Yu, for an aggregate purchase price of $2,600,000.
24
On May 9, 2025, the Company also entered into, and simultaneously closed the transactions under, a Securities Purchase Agreement with Hu Bin, whereby the Company sold 853,659 shares of Common Stock to Hu Bin, for an aggregate purchase price of $1,400,000.
On January 30, 2026, we entered into a Securities Purchase Agreement with certain investors to issue an aggregate of 394,476 shares of Common Stock at $5.07 per share for gross proceeds of approximately $2 million. The transaction is expected to close at the end of the first quarter of 2026.
Commitments and Contractual Obligations
For a description of our operating leases, refer to Note 6 and for a description of our license agreement and purchase commitments, refer to Note 7 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
Off-Balance Sheet Arrangements
We did not have any material off-balance sheet arrangements as of December 31, 2025. Please refer to Note 7 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
Recent Accounting Standards
Please refer to Note 2 Summary of Significant Accounting Policies, in Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report, for a full description of recent accounting standards, including the expected dates of adoption and estimated effects on the financial condition and results of operations, which are hereby incorporated by reference.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. To the extent there are material differences between these estimates and actual results, our financial statements may be affected. Our management evaluates its estimates, assumptions and judgments on an ongoing basis.
Following is a discussion of what we view as our more significant accounting policies and estimates pertaining to the operations of the Company. As described below, management judgments and estimates must be made and used in connection with the preparation of our consolidated financial statements.
Management considers revenue recognition to be a critical accounting policy because it requires significant judgment in identifying performance obligations and determining the appropriate timing and pattern of revenue recognition for service contracts. The application of this policy involves evaluating contract terms, including the nature of promised services and the period over which control is transferred to the customer, which could materially affect the amount and timing of revenue recognized.
Revenue Recognition
We adopted ASC 606, Revenue from Contracts with Customers, which requires a five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, including: (1) identifying the contracts or agreements with a customer; (2) identifying the performance obligations in the contract or agreement; (3) determining the transaction price; (4) allocating the transaction price to the separate performance obligations; and (5) recognizing revenue as each performance obligation is satisfied. We apply the five-step model to contracts only when it is probable that we will collect the consideration to which it is entitled in exchange for the services it transfers to our clients.
Revenues from SaaS service before the end of 2024
Revenue recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with SaaS offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering was recognized ratably beginning when the customer was expected to activate their account and over a three-year period that we estimated based on the expected replacement of the hardware.
25
Revenues from SaaS service- MCN Digital Service in 2025
We expand SaaS operations as a digital service provider, delivering full-cycle services to brand clients through legally binding agreements since March 2025. We offer full-service account management, content production, and targeted promotion to grow followers across key platforms. Service packages customizable via the SaaS portal. Customers may purchase value-added services with or after their purchases of basic package. Our services comprise two distinct performance obligations: (1) the basic service, which represents a single performance obligation as the promises for account setup, SaaS platform access, account management, and basic digital content creation and publishing are highly interdependent and bundled together; and (2) the value-added services, which represents a performance obligation for additional digital content created and customized to meet the customer’s special request. Each with a standalone transaction price. We recognize revenues from basic services ratably over the contract term beginning on the commencement date of each contract. The revenues from value-added services are recognized at a point in time when customers approve or accept the value-added services or system automatically approves whichever is later. We require an upfront payment for the services, which is non-refundable upon execution of the contract. Customers retain the right to terminate the contract prior to its expiration date, subject to the early termination fees, including information transfer fee and fan development fee.
Revenues from Software Service in 2025
We enter into bundled arrangements that typically include the sale of on-premise software licenses, customized modules, and maintenance and support (“M&S”) services. These arrangements are evaluated to determine whether the promises represent distinct performance obligations. The customized modules are highly interdependent and interrelated with the software license and are therefore combined with the license as a single performance obligation, while the M&S services are capable of being distinct and are accounted for as a separate performance obligation. The M&S services are provided free of charge for a specified contract period, typically encompassing the first year of service following software delivery.
The transaction price is allocated to each performance obligation based on their relative stand-alone selling prices (“SSP”). The SSP for the combined software license and customized modules, and M&S services is determined using the adjusted market assessment approach, which considers market conditions, competitive pricing, our market position, expected profit margins, and cost structure. Contracts include retention fees that represent variable consideration, as their payment is contingent upon no major defects being identified within a specified period. These retention fees are excluded from the initial transaction price. The related revenue is recognized only when it’s probable that a significant reversal will not occur. Contracts for software licensing and M&S services generally include a renewal option for M&S services; however, the renewal option to acquire additional services is neither offered free of charge nor at a discount and accordingly does not represent a material right.
We provide assurance-type warranties to ensure that the delivered software complies with agreed-upon specifications. These warranties do not constitute a separate performance obligation as they cannot be purchased separately and do not provide a service beyond remedying defects to bring the software to the specified standard.
Our contracts typically specify a payment schedule whereby payments from the customer are linked to the signing of the contract and the achievement of specific milestones. Contracts are generally fixed price, and we have elected the practical expedient not to adjust the promised consideration for the effects of a significant financing component when the period between transfer of goods or services and customer payment is one year or less.
Revenue from the combined software license and customized modules is recognized over time as we fulfil its performance obligations by developing and enhancing the software assets throughout the project period. We recognize revenue using the output method based on the measurements of the value of the services transferred to date in relation to total performance obligation promised. Revenue from maintenance and support services is recognized over time on a straight-line basis over the M&S contract period. This recognition pattern reflects the continuous transfer of services to the customer, who simultaneously receives and consumes the benefits of these services throughout the service period.
26
Revenues from Digital Authentication Service in 2025
We provide digital authentication services for artworks, leveraging AI and blockchain technology. Services include microstructure analysis, AI image comparison, authenticity determination, blockchain registration, and issuance of digital authentication reports. Service packages are offered in Standard and Expedited editions, with fees calculated based on artwork area and payable in full in advance. Our services comprise a single performance obligation, as the promised services are highly interdependent and integrated to deliver a conclusive authentication outcome. The transaction price is fixed at contract inception. Revenue is recognized at a point in time upon delivery of the final digital authentication report and blockchain certificate to the client, when the client obtains control of the completed authentication package.
Management has evaluated the Company’s accounting policies and estimates and determined that there were no critical accounting estimates for the year ended December 31, 2025. While the preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, such estimates did not involve a high degree of subjectivity, judgment, or uncertainty that would be reasonably likely to result in a material impact to the Company’s financial condition or results of operations. Accordingly, management concluded that no estimates met the definition of a critical accounting estimate for the period presented.
ITEM 7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
27
ITEM 8 – CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FiEE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the board of directors of
FiEE, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of FiEE, Inc and its subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, although the Company had liquidity for the year ended December 31, 2025, the historical losses and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
Valuation of Acquired Technology-Related Intangible Assets
As described in Note 4 to the financial statements, during the year ended December 31, 2025, the Company completed the acquisition of a group of assets, and a significant portion of the purchase price was allocated to technology-related intangible assets. The fair value of the acquired technology was estimated using a multi-period excess earnings method (MPEEM), which required management to make significant estimates and assumptions, including projected revenues, discount rates, and the economic useful life of the intangible assets.
We identified the valuation of the acquired technology-related intangible assets as a critical audit matter because auditing management’s estimate involved especially challenging auditor judgment due to the significant estimation uncertainty and the sensitivity of the valuation to changes in key assumptions.
The primary procedures we performed to address this critical audit matter included, among others, evaluating the reasonableness of management’s valuation methodology and testing the significant assumptions used in the valuation model. We evaluated the projected revenues, costs, and expenses by comparing them to actual performance and other relevant information, such as the cost-to-revenue ratio. With the assistance of our valuation specialists, we evaluated the appropriateness of the valuation methodology and assessed the reasonableness of certain key assumptions, including the discount rate and contributory asset charges. We also performed sensitivity analyses to evaluate the impact of changes in key assumptions on the estimated fair value of the intangible assets. In addition, we tested the completeness and accuracy of the underlying data used in the valuation and evaluated the adequacy of the related financial statement disclosures.
/s/
| We have served as the Company’s auditor since 2025. |
| March 20, 2026 |
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of
FiEE, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of FiEE, Inc. f/k/a Minim, Inc. (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
| /s/ |
|
| We served as the Company’s auditor from 2024 to 2025. | |
| April 9, 2025 |
400 Columbia Drive, Suite 101
West Palm Beach, FL 33409
Ph.561 689-4093
Fax: 954 827-0968
F-4
FIEE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Other receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, equipment and software, net | ||||||||
| Intangible assets | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Contract liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Income tax payables | ||||||||
| Current maturities of operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred Stock, authorized: shares at $ par value, including shares designated as Series A Convertible Preferred Stock at $ par value; Series A shares issued and outstanding at December 31, 2025 and 2024, respectively. | ||||||||
| Common Stock, authorized: shares at $ par value; issued and outstanding: shares at December 31, 2025 and shares at December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive (loss) income | ( |
) | ||||||
| Total stockholders’ equity (deficit) | ( |
) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
FIEE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Years Ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Vendor liability forgiveness, net of asset transfers | ||||||||
| Total operating expenses | ||||||||
| Operating income (loss) | ( |
) | ||||||
| Other income (expense): | ||||||||
| Interest income (expense), net | ( |
) | ||||||
| Foreign currency exchange loss | ( |
) | ||||||
| Other, net | ( |
) | ||||||
| Total other income (expense) | ( |
) | ||||||
| Income (loss) before income taxes | ( |
) | ||||||
| Income tax expense (benefit) | ( |
) | ||||||
| Net income (loss) | $ | $ | ( |
) | ||||
| Allocation to participating preferred stock | ( |
) | ||||||
| Net Income (loss) attributable to common stockholders | ( |
) | ||||||
| Basic earnings (loss) per common share | ( |
) | ||||||
| Diluted earnings (loss) per common share | $ | $ | ( |
) | ||||
| Weighted-average number of common shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Net income (loss) | $ | $ | ( |
) | ||||
| Other comprehensive income (loss), net of tax: | ||||||||
| Foreign currency translation adjustment | ( |
) | ||||||
| Total comprehensive income (loss) | $ | $ | ( |
) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
FIEE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
Years Ended December 31, 2025 and 2024
| Preferred Stock | Common Stock | Additional Paid In |
Accumulated | Accumulated Other Comprehensive | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | Total | |||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Preferred stock issuance | - | |||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Issuance of warrants for service | - | - | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Common Stock Issuance | - | |||||||||||||||||||||||||||||||
| Conversion of Convertible Note | - | |||||||||||||||||||||||||||||||
| Warrants exercised | - | ( |
) | |||||||||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
FIEE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( |
) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Non-cash interest expense | ||||||||
| Stock-based compensation | ||||||||
| Issuance of warrants for service | ||||||||
| Loss on disposal of fixed assets | ||||||||
| Provision for accounts receivable allowances | ( |
) | ||||||
| Vendor liability forgiveness, net of asset transfers | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( |
) | ||||||
| Other receivable | ( |
) | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( |
) | ( |
) | ||||
| Other assets | ( |
) | ||||||
| Accounts payable | ( |
) | ||||||
| Contract liabilities | ||||||||
| Income tax payable | ||||||||
| Accrued expenses and other current liabilities | ( |
) | ||||||
| Operating lease liabilities | ( |
) | ( |
) | ||||
| Net cash provided by (used in) operating activities | ( |
) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, equipment and software | ( |
) | ||||||
| Sales or property and equipment | ||||||||
| Asset acquisition - Yixuntong (Note 4) | ( |
) | ||||||
| Asset acquisition - HGK, net of cash acquired (Note 4) | ( |
) | ||||||
| Net cash (used in) provided by investing activities | ( |
) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from preferred stock issuance | ||||||||
| Proceeds from the issuance of common stock | ||||||||
| Proceeds from the issuance of convertible note | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate changes on cash | ( |
) | ||||||
| Net change in cash | ( |
) | ||||||
| Cash - Beginning | ||||||||
| Cash - Ending | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Non-cash common stocks issued that were recognized in deferred offering costs | $ | $ | ||||||
| Settlement of convertible note to equity | $ | $ | ||||||
| Obtaining right-of-use assets in exchange for operating lease liability | $ | $ | ||||||
| Purchase of property, equipment and software through increase in other payables | $ | $ | ||||||
| Asset acquisition through increase in other payables | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
FIEE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years Ended December 31, 2025 and 2024
(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION
FiEE, Inc. (formerly, Minim, Inc.) was founded in 1977 as a networking company and pivoted into delivering intelligent software to protect and improve the WiFi connections we depend on to work, learn, and live. FiEE held the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand until 2023. Our cable and WiFi products, with an intelligent operating system and bundled mobile app, were sold in leading retailers and e-commerce channels in the United States (“U.S.”). Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them—leading to higher customer satisfaction and decreased support burden.
On February 27, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from Minim, Inc. to FiEE, Inc., effective as of February 27, 2025.
FiEE, Inc. and its wholly owned subsidiaries—FiEE (HK) Limited (incorporated in March 2025), Houren-Geiju Kabushikikaisha (acquired in November 2025), MTRLC LLC, and Minim Asia Private Limited—are herein collectively referred to as “FiEE” or the “Company.”
We continue to grow and expand our operations as a digital service provider focused on integrating AI and data analytics into content creation and brand management. We offer a range of SaaS solutions through a cloud-based platform designed to support our clients in developing, managing, and optimizing their digital presence across global platforms, including customized graphic and posts, short videos, and editorial calendars aligned with brand goals. Additionally, we offer comprehensive software development and maintenance services, delivering custom software solutions from system design and development to deployment and post-launch maintenance.
On November 30, 2025, we completed the acquisition of Houren-Geiju Kabushikikaisha (“HGK”), a Japanese technology company specializing in digital authentication services for artworks, leveraging AI and blockchain technology to provide artwork authentication, certification, and display services for individual and corporate clients. This acquisition introduces AI image recognition and blockchain authentication technologies to the Company’s service portfolio, further bolstering our technological capabilities and optimizing our comprehensive brand management solutions for customers.
Basis of Presentation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding financial reporting. The consolidated financial statements of the Company include the accounts of FiEE Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. These judgments, estimates and assumptions made by the Company include, but are not limited to revenue recognition, expected credit losses; contract liabilities; valuation allowance for deferred income tax assets; fair value of acquired assets; valuation of warrants and stock-based compensation. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results may differ from those estimates under different assumptions or conditions and the differences may be material.
F-9
Liquidity
The Company’s operations have historically been financed through the issuance of common stock and preferred stock. Since inception, the Company has incurred significant losses and negative cash flows from operations. The Company began generating operating profit in the fourth quarter of 2025. During the year ended December 31, 2025, the Company reported a net income of $1.1 million, a positive working capital of $
The Company’s consolidated financial statements as of December 31, 2025, do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. If the Company is unable to raise additional capital and is therefore unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its consolidated financial statements, and it is likely that investors will lose all or part of their investment.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Functional Currency
The functional currency of FiEE (HK) Limited is the Hong Kong dollar (HKD). The functional currency of HGK (Japanese entity) is the Japanese Yen (JPY). Foreign currency transactions are translated into their respective functional currencies using exchange rates at the transaction dates, while monetary assets and liabilities denominated in foreign currencies are remeasured at period-end rates. The functional currency of all other entities of the Company is U.S. Dollar (USD), the same as the reporting currency.
Assets and liabilities of the Company denominated in functional currency other than USD are translated into USD at fiscal year-end exchange rates. Equity accounts other than earnings generated in the current period are translated into USD at the appropriate historical rates. The results of operations and the statements of cash flows denominated in functional currency other than USD are translated into USD at the average exchange rates during the reporting period. Translation adjustments arising from these are reported as cumulative translation adjustments and are shown as a separate component of accumulated other comprehensive income (loss) in the consolidated statements of changes in stockholders’ equity (deficit).
Cash
The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2025 and 2024, the Company had
The Company maintains cash balances with financial institutions located in the U.S., and Japan, as well as in Hong Kong with a non-bank payment service provider used to facilitate international payment transactions. Cash balances held in financial institutions in the U.S. are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits, while balances held in other jurisdictions may be subject to different regulatory protections. In addition, balances held with the non-bank payment service provider are not insured by the FDIC or similar government agencies. The Company has not experienced any credit losses on its cash account through December 31, 2025 and believes it is not exposed to significant credit risk with respect to these balances.
F-10
Accounts Receivable
Accounts receivable are recorded at invoice value, net of any allowance for credit losses. The Company’s accounts receivable were $
The allowance for credit losses is estimated using a forward-looking expected credit loss model that considers available information about past events, current conditions, and reasonable and supportable forecasts of future economic conditions. Given that all accounts receivable as of December 31, 2025 were originated during 2025 following the Company’s business transformation, limited historical payment data is available. The Company assesses credit risk based on the age of receivables, customer creditworthiness, estimated future economic conditions and their impact on the customer’s financial capabilities.
Based on management’s assessment, and ongoing collection efforts, the Company believes that all outstanding receivables are fully collectible in 2026. No allowance for credit losses was recorded as of December 31, 2025. The amount received in subsequent period is $613 thousand before the consolidated financial statements were issued. The Company will continue to monitor the aging of receivables and customer payment patterns and will establish an allowance if future conditions indicate that expected credit losses may occur.
Deferred Offering Costs
Offering costs directly attributable to a potential private offering of equity securities are accounted for in accordance with Accounting Standards Codification (“ASC”) 340-10-S99-1 and the SEC Staff Accounting Bulletin (“SAB”) Topic 5.A – Expenses of Offering. The Company’s offering costs primarily consist of commitment fees incurred through the balance sheet date, which have been deferred and recorded as a non-current asset, as the offering had not been completed as of the reporting date. As of December 31, 2025, the Company had $
Property, Equipment and Software
Property, equipment and software primarily consisted of equipment, vehicles, and internal-use software customized by a vendor, which are stated at cost, and are depreciated or amortized on a straight-line basis over their estimated useful lives, which is generally three to five years. Maintenance and repairs are charged to expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the balance sheet and any resulting gain or loss is reflected in the Company’s statements of operations in the period realized. Costs incurred to develop internal-use software are capitalized only during the application development stage.
| Schedule of property, equipment and software useful life | ||
| Category | Estimated useful life | |
| Internal use software | ||
| Equipment | ||
| Vehicles |
Intangible Assets
Intangible assets primarily consisted of acquired group of proprietary software, which are stated at cost and are amortized on a straight-line basis over their estimated useful lives. The estimated useful life of the Company’s intangible assets is
F-11
Impairment of Long-Lived Assets
The Company reviews long-lived assets, including property, equipment, software, and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Assets Acquisition
The Company evaluates acquisitions of entities or assets to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this screen criterion is met, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in an asset acquisition. Any consideration in excess of net assets acquired is allocated to acquired nonfinancial assets on a relative fair value basis.
Fair Market Value
The Company complies with ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consisted of current income taxes and deferred income taxes.
Current income taxes are provided for in accordance with the laws of the relevant tax authorities and calculated using tax rates that have been enacted as of the balance sheet date.
F-12
Deferred income taxes are provided using assets and liabilities method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized. In making such a determination, the management consider all positive and negative evidence, including future reversals of projected future taxable income and results of recent operation. Deferred tax assets are then reduced by a valuation allowance through a charge to income tax expense when, in the opinion of management, it is more likely than not that a portion of or all of the deferred tax assets will not be realized.
The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of the benefit to be recognized. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination based solely on the technical merits of the position assuming a review by tax authorities having all relevant information. The amount of the benefits that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.
Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Company did
The Company accounts for Global Intangible Low-Taxed Income (“GILTI”) in accordance with ASC 740. The Company has elected to account for the tax effects of GILTI as a period cost when incurred rather than recognizing deferred taxes for basis differences expected to reverse as GILTI in future periods. Accordingly, GILTI tax expense is recognized in the period in which the related income is included in the U.S. taxable income.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for all public entities for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company adopted ASU 2023-09 in the fiscal year ended December 31, 2025, and the adoption primary affects the Company’s income tax disclosures (see Note 13).
Operating and Finance Leases
The Company has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use (“ROU”) an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. The Company does not have any finance leases.
Leases with a term greater than one year are recognized on the consolidated balance sheets in the line items cited above. The Company has elected not to recognize leases with terms of one year or less on the consolidated balance sheets. Lease obligations and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is typically not readily determinable, the Company utilizes the materially approximate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
F-13
Segment reporting
The Company operates as a single operating segment. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The measure of segment profit or loss reviewed by the CODM is operating income. The Company’s primary operations were historically in the U.S., and prior to the end of 2024, it derived substantially all of its revenue from sales to customers in the U.S. Beginning in March 2025, following the expansion of its operations in Hong Kong, the Company has derived all its revenues from Hong Kong. As of December 31, 2024, the Company had no significant long-lived assets. As of December 31, 2025, the Company’s long-lived assets are mainly located in U.S. and Hong Kong.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in ASU 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023 for public entities. The Company adopted ASU 2023-07 effective January 1, 2024.
For the year ended December 31, 2025 and 2024, significant segment expenses that are regularly provided to the CODM and included in this measure consist of cost of revenues, selling, general, and administrative expenses. These expenses are consistent with the amounts presented in the consolidated statements of operations. There are no other segment items as there are no significant assets or operations not regularly reviewed by the CODM.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the impact related to the new standard.
(3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS
The Company adopted ASC 606, Revenue from Contracts with Customers, which requires a five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, including: (1) identifying the contracts or agreements with a customer; (2) identifying the performance obligations in the contract or agreement; (3) determining the transaction price; (4) allocating the transaction price to the separate performance obligations; and (5) recognizing revenue as each performance obligation is satisfied. The Company applies the five-step model to contracts only when it is probable that the Company will collect the consideration to which it is entitled in exchange for the services it transfers to its clients.
Revenues from SaaS service before the end of 2024
Revenue recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with Software-as-a-Service (“SaaS”) offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering was recognized ratably beginning when the customer was expected to activate their account and over a three-year period that the Company estimated based on the expected replacement of the hardware.
F-14
Revenues from SaaS service- MCN Digital Service in 2025
The Company expands SaaS operations as a digital service provider, delivering full-cycle services to brand clients through legally binding agreements since March 2025. The Company offers full-service account management, content production, and targeted promotion to grow followers across key platforms. Service packages customizable via the SaaS portal. Customers may purchase value-added services with or after their purchases of basic package. The Company’s services comprise two distinct performance obligations: (1) the basic service, which represents a single performance obligation as the promises for account setup, SaaS platform access, account management, and basic digital content creation and publishing are highly interdependent and bundled together; and (2) the value-added services, which represents a performance obligation for additional digital content created and customized to meet the customer’s special request. Each with a standalone transaction price. The Company recognizes revenues from basic services ratably over the contract term beginning on the commencement date of each contract. The revenues from value-added services are recognized at a point in time when customers approve or accept the value-added services or system automatically approves whichever is later. The Company requires an upfront payment for the services, which is non-refundable upon execution of the contract. Customers retain the right to terminate the contract prior to its expiration date, subject to the early termination fees, including information transfer fee and fan development fee.
Revenues from Software Service in 2025
The Company enters into bundled arrangements that typically include the sale of on-premise software licenses, customized modules, and maintenance and support (“M&S”) services. These arrangements are evaluated to determine whether the promises represent distinct performance obligations. The customized modules are highly interdependent and interrelated with the software license and are therefore combined with the license as a single performance obligation, while the M&S services are capable of being distinct and are accounted for as a separate performance obligation. The M&S services are provided free of charge for a specified contract period, typically encompassing the first year of service following software delivery.
The transaction price is allocated to each performance obligation based on their relative stand-alone selling prices (“SSP”). The SSP for the combined software license and customized modules, and M&S services is determined using the adjusted market assessment approach, which considers market conditions, competitive pricing, the Company’s market position, expected profit margins, and cost structure. Contracts include retention fees that represent variable consideration, as their payment is contingent upon no major defects being identified within a specified period. These retention fees are excluded from the initial transaction price. The related revenue is recognized only when it’s probable that a significant reversal will not occur. Contracts for software licensing and M&S services generally include a renewal option for M&S services; however, the renewal option to acquire additional services is neither offered free of charge nor at a discount and accordingly does not represent a material right.
The Company provides assurance-type warranties to ensure that the delivered software complies with agreed-upon specifications. These warranties do not constitute a separate performance obligation as they cannot be purchased separately and do not provide a service beyond remedying defects to bring the software to the specified standard.
The Company’s contracts typically specify a payment schedule whereby payments from the customer are linked to the signing of the contract and the achievement of specific milestones. Contracts are generally fixed price, and the Company has elected the practical expedient not to adjust the promised consideration for the effects of a significant financing component when the period between transfer of goods or services and customer payment is one year or less.
Revenue from the combined software license and customized modules is recognized over time as the Company fulfils its performance obligations by developing and enhancing the software assets throughout the project period. The Company recognizes revenue using the output method based on the measurements of the value of the services transferred to date in relation to total performance obligation promised. Revenue from maintenance and support services is recognized over time on a straight-line basis over the M&S contract period. This recognition pattern reflects the continuous transfer of services to the customer, who simultaneously receives and consumes the benefits of these services throughout the service period.
F-15
Revenues from Digital Authentication Service in 2025
The Company provides digital authentication services for artworks, leveraging AI and blockchain technology. Services include microstructure analysis, AI image comparison, authenticity determination, blockchain registration, and issuance of digital authentication reports. Service packages are offered in Standard and Expedited editions, with fees calculated based on the dimensions of the artwork and required to be fully paid in advance. The Company’s services comprise a single performance obligation, as the promised services are highly interdependent and integrated to deliver a conclusive authentication outcome. The transaction price is fixed at contract inception. Revenue is recognized at a point in time upon delivery of the final digital authentication report and blockchain certificate to the client, when the client obtains control of the completed authentication package.
Remaining Performance Obligations
The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced. Prior years’ performance obligations were all satisfied and recognized as revenue in the periods before the end of 2024.
As of December 31, 2025, the remaining performance obligation related to MCN digital services purchased and paid for in advance by customers for basic and value-added packages amounted to $
The remaining performance obligation for software service as of December 31, 2025 was $
As of December 31, 2025, there was no remaining performance obligation for digital authentication services, as all services have been fully completed.
Contract Costs
The Company recognizes the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales commissions meet the requirements to be capitalized, and the Company amortizes these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our condensed consolidated balance sheets if any.
The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on SaaS contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract.
Contract Balances
The Company records accounts receivable when it has an unconditional right to the consideration. The accounts receivable balances were $
F-16
Disaggregation of Revenue
The following table sets forth our revenues by distribution channel:
|
Years ended |
||||||||
| 2025 | 2024 | |||||||
| Retailers | $ | $ | ||||||
| Other online and offline channels | ||||||||
| $ | $ | |||||||
The following table sets forth our revenues by product:
| Years ended December 31, |
||||||||
| 2025 | 2024 | |||||||
| Cable Modems & gateways | $ | $ | ||||||
| Other networking products | ||||||||
| SaaS – MCN digital services | ||||||||
| Software services | ||||||||
| Digital authentication services | ||||||||
| $ | $ | |||||||
The following table sets forth our revenues by the timing of revenue recognition:
| Schedule of revenue recognized | ||||||||
| Years ended December 31, |
||||||||
| 2025 | 2024 | |||||||
| Recognized at a point in time | $ | $ | ||||||
| Recognized over time | ||||||||
| $ | $ | |||||||
(4) ASSET ACQUISITIONS
Acquisition of assets from Yixuntong
On June 30, 2025, FiEE (HK) Limited (“FiEE HK”) entered into and simultaneously closed an Asset Purchase Agreement with Hongyan Sun, Lin Lin, and Suzhou Yixuntong Network Technology Co., Ltd. (“Yixuntong”). Pursuant to the agreement, FiEE HK acquired a group of assets from Yixuntong with a total purchase price of $1.4 million in cash.
The transaction was accounted for as an asset acquisition in accordance with ASC 805-50 and SEC Regulation S-X Rule 11-01(d). In evaluating the transaction, the Company applied the initial screen test and concluded that substantially all of the fair value of the gross assets acquired was concentrated in a group of proprietary software assets, including software source codes and related patents. The software copyrights and patents are used together to generate software service revenues and other potential SaaS-related revenues, and therefore, were considered a group of similar identifiable assets for purposes of the screen test. Accordingly, the transaction did not meet the definition of a business and was accounted for as an asset acquisition, with the total purchase consideration allocated to the acquired assets on a relative fair value basis.
F-17
The fair value of the
proprietary software was determined using the multi-period excess earnings method (“MPEEM”) with the assistance of a
third-party valuation specialist. As a result, approximately $1.3 million of the total purchase consideration was allocated to
proprietary software and recognized as an intangible asset, while approximately $0.1 million of the total purchase consideration was
allocated to vehicles and computers. The fair value measurement was based on significant assumptions, including projected revenues
and cash flows, discount rates, contributory asset charges, and the estimated useful life of the asset, etc. The proprietary
software is being amortized using the straight-line method over its estimated useful life of
Acquisition of HGK
On November 30, 2025,
In accordance with ASC 810-10-40-6, the two agreements were entered into in contemplation of one another and were essentially a single transaction designed to achieve an overall commercial effect. Accordingly, the Share Purchase Agreement and the Technology Transfer Agreement have been combined and accounted for as a single transaction for financial reporting purposes.
The Company evaluated the transaction in accordance with the guidance in ASC 805 and determined that the acquired set of assets and liabilities did not meet the definition of a business because it did not include a substantive process that, together with the acquired inputs, would significantly contribute to the ability to create outputs. At the acquisition date, HGK had only one administrative employee and did not have an organized workforce with the necessary skills, knowledge, or experience to perform a substantive process. The seller possessed the underlying assets, technology, processes, and customer relationships prior to the acquisition and was not employed by the Company subsequent to the transaction. Accordingly, no substantive process was acquired, and the transaction was accounted for as an asset acquisition.
The total purchase consideration of the transaction, which is comprised of the cash consideration and transaction costs, was allocated to the assets acquired and the liabilities assumed, as well as the technology-based intangible assets on a relative fair value basis, as follows:
| Schedule of asset acquisitions | ||||
| Cash consideration | $ | |||
| Transaction costs | ||||
| Total purchase consideration | $ | |||
| Cash | $ | |||
| Accounts receivable | ||||
| Other assets | ||||
| Accounts payable | ( |
) | ||
| Income tax payable | ( |
) | ||
| Other liabilities | ( |
) | ||
| Net assets acquired | $ | |||
| Intangible assets acquired | ||||
| Total costs of acquisition allocated | $ |
The acquired intangible asset represents a group of proprietary software assets, including software copyrights, patents, and other intellectual property related to digital authentication services for artworks, which was amortized using the straight-line method over the estimated useful life of 3 years (see Note 5).
The fair value of these intangible assets was determined using valuation techniques that incorporated significant unobservable inputs, including projected revenues, discount rates, and estimated useful lives, etc. The fair values of financial assets and liabilities, including accounts receivable, prepaid expenses, and accrued liabilities, approximated their respective carrying amounts at the acquisition date due to their short-term nature.
F-18
(5) BALANCE SHEET COMPONENTS
Property, equipment and software, net
Property, equipment and software, net consisted of the following:
| Schedule of equipment | ||||||||
|
December 31, |
||||||||
| 2025 | 2024 | |||||||
| Internal use software | $ | $ | ||||||
| Equipment | ||||||||
| Vehicles | ||||||||
| Total property, equity and software | ||||||||
| Accumulated depreciation and amortization | ( |
) | ( |
) | ||||
| Total property, equipment and software, net | $ | $ | ||||||
Depreciation expense was $
During the year ended December 31, 2025, the Company wrote off certain legacy equipment with an original cost of $
Intangible assets
As part of the asset acquisitions completed on June 30, 2025 and November 30, 2025 (see Note 4), the amount allocated to the intangible assets acquired was approximately $
Intangible assets consisted of the following at December 31, 2025 and 2024:
| Schedule of intangible assets | ||||||||||||||||||||||||
| As of December 31, 2025 | As of December 31, 2024 | |||||||||||||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Net | Gross Carrying Amount |
Accumulated Amortization |
Net | |||||||||||||||||||
| Acquired group of proprietary software | $ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||
| $ | $ | ( |
) | $ | $ | $ | $ | |||||||||||||||||
Amortization expense was $
Estimated amortization expenses for the future years are as follows:
| Schedule of Amortization | ||||
| Years ending December 31, | Amortization | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total | $ | |||
F-19
Prepaid and other current assets
Prepaid and other current assets consisted of the following:
| Schedule of inventories | ||||||||
| December 31, | ||||||||
|
2025 |
2024 |
|||||||
| Insurance fee | $ | $ | ||||||
| Cloud hosting fee | ||||||||
| Prepayment for property purchase | ||||||||
| Other | ||||||||
| Total prepaid and other current assets | $ | $ | ||||||
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following:
| Schedule of accrued expenses | ||||||||
| December 31, | ||||||||
|
2025 |
2024 |
|||||||
| Payroll & related benefits | $ | $ | ||||||
| Professional fees | ||||||||
| Sales allowances | ||||||||
| Sales and use tax | ||||||||
| Other payable to Yixuntong(1) | ||||||||
| Other(2) | ||||||||
| $ | $ | |||||||
| (1) |
| |
| (2) |
|
(6) LEASES
The Company’s newly established Hong Kong subsidiary executed new office lease agreements in March 2025 and the Company’s newly acquired Japan subsidiary executed office lease agreements since October 2024, which expire in July and September 2026, respectively. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. ROU assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less.
The components of lease expenses were as follows:
| Schedule of components of lease costs | ||||||||
| Years ended December 31, |
||||||||
| 2025 | 2024 | |||||||
| Operating lease costs | $ | $ | ||||||
| Short-term lease costs | ||||||||
| Total lease costs | $ | $ | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
F-20
The weighted-average remaining lease term and discount rate were as follows:
| Schedule of weighted average remaining lease term and discount rate | ||||||||
| Years ended December 31, |
||||||||
| 2025 | 2024 | |||||||
| Operating leases: | ||||||||
| Weighted average remaining lease term (years) | 0.0 | |||||||
| Weighted average discount rate | % | % | ||||||
The Company leased office space from an affiliate entity owned by the Company’s former Chairman of the Board. The lease expired and was not renewed in the first quarter of 2024.
(7) COMMITMENTS AND CONTINGENCIES
(a) Commitments
License agreement and settlement with Motorola
The Company was a party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels. The license agreement had a term ending December 31, 2025 prior to its cancellation in 2023.
In connection with the license agreement, the Company had committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company was required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s revenues with minimum annual royalty payments. Following the Company’s agreement with Motorola Mobility LLC on January 22, 2024, as mentioned below. The Company’s quarterly royalty payments, in addition to current and future obligations, were satisfied in exchange for certain assets of the Company.
The Company did not incur royalty expenses under the License Agreement for the year ended December 31, 2025 and 2024.
On January 22, 2024, the
Property purchase agreement in Japan
In December 2025,
F-21
(c) Contingencies
Vendor Obligation Releases
In its efforts to manage its liquidity and cash-flow position, the Company negotiated and executed liability release agreements with certain vendors in the fourth quarter of 2023 who comprised $
Contingencies on potential lawsuits
The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit.
The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If both criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses - that the amount is not material, or that an estimate of the loss cannot be made. At December 31, 2025, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole. The Company expenses its legal fees as incurred.
In the ordinary course of its business, the Company is subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent, and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters.
Uncertainty on the business operations
For the year ended December 31, 2025, the Company’s operations depended in part on the continued service of its senior management, whose relationships with artists support the expansion and development of the Company’s primary customer base. The loss of key management or technical personnel could adversely affect the Company’s ability to maintain these relationships and develop its technology-driven services.
(8) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS
During the year ended December 31, 2025, the Company had one customer, with outstanding accounts receivable balance that accounted for around
F-22
(9) CONVERTIBLE NOTE PAYABLE TO RELATED PARTY
The Company entered into an unsecured promissory note (the “Convertible Note”) effective February, 18, 2025, with David Lazar, a stockholder holding more than 10% of the Company’s outstanding shares and a former officer and director. Under the terms of the Convertible Note, the Company agreed to pay Mr. Lazar a principal amount of $
The Convertible Note to related party is accounted for as a single liability in accordance with Accounting Standards Update (ASU) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.
On October 27, 2025, at the Company’s 2025 Annual Meeting of Stockholders, stockholders approved the conversion of the Convertible Note. Pursuant to the terms of the Convertible Note, it automatically converted into shares of common stock. As of December 31, 2025, the Convertible Note had no outstanding balance.
(10) RELATED PARTY TRANSACTION
The Company had the following related party transactions during the year ended December 31, 2025 and 2024:
| ● | Lease from the Company’s former officer, see Note 6 for details. |
| ● | Amount paid by a stockholder for operating activities and the balance due as of December 31, 2025. See Note 5 for details. |
| ● | Convertible note issued to a related party. See Note 9 for details. |
| ● | Equity transactions with stockholders. See Note 12 for details. |
The Company's Series A Preferred Stock is considered a participating security because it has the right to participate in dividends with common shareholders on an as-converted basis. Accordingly, the Company applies the two-class method to compute basic and diluted earnings (loss) per share. Under the two-class method, net income is allocated between common shareholders and participating securities based on their respective rights to receive dividends as if all earnings for the period had been distributed. Net losses are not allocated to the Series A Preferred Stock, as holders do not have a contractual obligation to share in losses.
Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive securities include convertible preferred stock, warrants, and restricted shares. Warrants and restricted shares are included in diluted EPS using the treasury stock method. For convertible preferred stock that is a participating security, diluted EPS is calculated using the more dilutive of the two-class method or the if-converted method in accordance with ASC 260. Under the two-class method, the numerator used in diluted EPS is consistent with that used in basic EPS. Potential common shares are included only to the extent they are dilutive, and anti-dilutive securities are excluded.
F-23
Earnings (loss) per share for the year ended December 31, 2025 and 2024, respectively, are as follows:
| Schedule of net income (loss) per share | ||||||||
| Years ended December 31, |
||||||||
| 2025 | 2024 | |||||||
| Basic earnings per common share: | ||||||||
| Net income (loss) | $ | $ | ( |
) | ||||
| Less: Preferred stock dividend declared | ||||||||
| Income (loss) available for distribution | $ | ( |
) | |||||
| Less: Income allocated to participating securities | ( |
) | ||||||
| Net income (loss) available to common stockholders | $ | ( |
) | |||||
| Weighted average basic shares outstanding | ||||||||
| Basic earnings (loss) per common share | $ | $ | ( |
) | ||||
| Diluted earnings per common share: | ||||||||
| Net income (loss) available to common stockholders | $ | $ | ( |
) | ||||
| Weighted average basic shares outstanding | $ | |||||||
| Dilutive effect related to warrants | ||||||||
| Dilutive effect related to restricted stocks with service conditions | ||||||||
| Weighted average diluted shares outstanding | $ | |||||||
| Diluted earnings (loss) per common share | $ | $ | ( |
) | ||||
Diluted loss per common share for the year ended December 31, 2025 and 2024 excludes the effects of and common share equivalents respectively, since such inclusion would be anti-dilutive. The common share equivalents consist of shares of common stock issuable upon the exercise or conversion of outstanding Series A preferred stock, warrants, and restricted shares with a service condition.
(12) EQUITY
Preferred Stock and Warrants
On January 23, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David Lazar (“Lazar”), a member of our Board of Directors, whereby, at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), the Company sold and Lazar (or to any transferee of Lazar’s which acquires the Securities Purchase Rights, as defined below, hereinafter a “Lazar Transferee”) purchased shares of the Company’s preferred stock, $ par value per share (the “Preferred Stock”), at a price per share of $, for an aggregate purchase price of $2,800,000, subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act and Regulation S thereunder. Under the Purchase Agreement, the Company agreed to designate of the Preferred Stock as Series A Preferred Stock (the “Series A Preferred Stock”) for the sale to Lazar (or a Lazar Transferee). Each share of Series A Preferred Stock shall be convertible, at the option of the holder, into 1.4 shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), and vote on an “as-if-converted” basis and shall have full ratchet protection in any subsequent offerings. Pursuant to the Purchase Agreement, the Company shall also issue Lazar (or a Lazar Transferee) warrants to purchase up to an additional 2,800,000 shares of Common Stock, with an exercise price equal to $1.00 per share, subject to adjustment therein (the “Warrants,” and together with the Series A Preferred Stock, the “Purchased Securities”).
The Company evaluated the Series A Preferred Stock and Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because neither the Series A Preferred Stock nor the Warrants met the definition of liability instruments.
F-24
The Warrants are classified as component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holder to receive a fixed number of shares of common stock upon exercise. In addition, the Warrants do not provide any guarantee of value or return. The Company valued the Warrants at issuance using the Black-Scholes option pricing model and determined the fair value of the Warrants to purchase
The proceeds from the issuance of the Series A Preferred Stock to the Company were allocated based on the relative fair value of the Warrants as compared to the fair value of the Series A Preferred Stock. The fair value of the Warrants incorporates assumptions regarding our common stock price, dividend yield, stock price volatility, as well as assumptions regarding the risk-free interest rate. Using this model, the Warrants was valued at $
The fair value of the Series A Preferred Stock was determined based on assumptions that incorporated our common stock price and dividend rate. The Company valued the Series A Preferred Stock at $
On February 26, 2024, the Company held a special meeting of stockholders, who voted and approved (i) the issuance of shares of our Common Stock upon conversion of Series A Preferred Stock or exercise of the Warrants to be issued at Closing of the Purchase Agreement, which conversions or exercise would result in a “change of control” of the Company under the applicable rules of Nasdaq and (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) to effect the increase in authorized shares of Preferred Stock to . Except for stock dividends or distributions for which adjustments are to be made pursuant to the Existing Charter, Holders of Series A Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, without regard to conversion limitations herein) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Series A Preferred Stock.
On February 18, 2025, the
Securities Purchase Agreements
On May 9, 2025, the Company entered into, and simultaneously closed the transactions under, Securities Purchase Agreements with Cao Yu and Hu Bin, pursuant to which the Company sold an aggregate of 2,439,025 shares of its common stock— shares to Cao Yu for a purchase price of $
F-25
Helena Purchase Agreement
On May 9, 2025, the Company entered into a Purchase Agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities I Ltd. (“Helena”) whereby the Company shall have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company, up to $15,000,000 of Common Stock, during the period commencing on May 9, 2025 and ending on the first day of the month immediately following the 36-month anniversary of May 9, 2025.
The closing of each Advance and each sale and purchase of Common Stock related to each Advance (each, a “Closing”) shall take place on the applicable Settlement Date (as defined in the Helena Purchase Agreement), at a Purchase Price (as defined in the Helena Purchase Agreement) based on 95% of the lowest VWAP for the Common Stock, in respect of any Advance, during the three (3) trading days commencing on the date of Helena’s receipt of the shares of Common Stock relating to such Advance.
In consideration for Helena’s execution and delivery of the Helena Purchase Agreement, the
July 2025 Warrant
On July 2, 2025, the Company issued a warrant to purchase
In accordance with the accounting requirements of ASC 718, “Compensation—Stock Compensation,” and ASC 505-50, “Equity—Equity-Based Payments to Non-Employees,” the Company measured this equity instrument at fair value and recognized the compensation cost immediately on the grant date. Using the Black-Scholes option pricing model, with key inputs including a fair value of the underlying common stock of $
On November 12, 2025, David Lazar exercised the warrant through a cashless exercise mechanism. Pursuant to the cashless exercise, 402,347 shares of common stock were issued. The warrant was fully settled upon this exercise and no longer remains outstanding.
Stock-Based Compensation
On April 29, 2025, the Company entered into Director Agreements with two independent directors, pursuant to which each director is entitled to receive 100,000 shares of the Company’s common stock, provided they remain a director for one year from the effective date of the Director Agreements. The grant date for these equity awards was April 29, 2025, with a one-year service period ending on April 29, 2026.
Compensation expense is recognized on a straight-line basis over the service period. For the year ended December 31, 2025, the Company recognized $122,667 of stock-based compensation expense related to these awards, representing the portion of the service period completed during 2025. This amount is recorded as an increase to additional paid-in capital and is included in general and administrative expenses in the consolidated statements of operations.
F-26
(13) INCOME TAXES
The components of income (loss) before income taxes were as follows:
| Schedule of provision for income tax | ||||||||
| 2025 | 2024 | |||||||
| Domestic | $ | ( |
) | $ | ( |
) | ||
| Foreign | ||||||||
| Income (loss) before income taxes | $ | $ | ( |
) | ||||
Income tax expense (benefit) consisted of:
| Schedule of income tax expense benefit | ||||||||||||
| Current | Deferred | Total | ||||||||||
| Year Ended December 31, 2025: | ||||||||||||
| U.S. Federal | $ | $ | $ | |||||||||
| State and local | ||||||||||||
| Foreign | ||||||||||||
| $ | $ | $ | ||||||||||
| Year Ended December 31, 2024: | ||||||||||||
| U.S. Federal | $ | $ | $ | |||||||||
| State and local | ( |
) | ( |
) | ||||||||
| Foreign | ||||||||||||
| $ | ( |
) | $ | $ | ( |
) | ||||||
The Company is subject to taxation in certain foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax.
Entity incorporated in Hong Kong is subject to Hong Kong Profits Tax at a rate of
Entities incorporated in Japan are subject to Japanese corporate income tax at an effective rate of approximately
For the year ended December 31, 2025, the Company recorded an income tax expense of $
As of December 31, 2025, the balance of income tax payable of the Company was approximately $
The Company paid nil for income taxes for each of the year ended December 31, 2025 and 2024.
F-27
The principal components of deferred tax assets, net, were as follows:
| Schedule of deferred income tax assets | ||||||||
| As of December 31 | 2025 | 2024 | ||||||
| Deferred income tax assets: | ||||||||
| Net operating loss and tax credit carry forwards | ||||||||
| Stock compensation | ||||||||
| Total deferred income tax assets | ||||||||
| Valuation allowance | ( |
) | ( |
) | ||||
| Net deferred tax assets | $ | $ | ||||||
As of December 31, 2025, the Company had Federal net operating loss (“NOL”) carryforwards of approximately
The valuation allowance changed by $
The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes reported were as follows:
| Schedule of reconciliation of federal statutory tax rate | ||||||||
| 2025 | ||||||||
| $ | % | |||||||
| Income before income taxes | $ | |||||||
| U.S. Federal Statutory Tax Rate | % | |||||||
| Foreign Tax Effects | ||||||||
| Hong Kong | ||||||||
| Statutory tax rate difference between Hong Kong and United States | ( |
) | - |
% | ||||
| Japan | ||||||||
| Statutory tax rate difference between Japan and United States | ( |
) | - |
% | ||||
| Other | ( |
) | - |
% | ||||
| Effect of Cross-Border Tax Laws | ||||||||
| Global intangible low-taxed income | % | |||||||
| Changes in Valuation Allowances | ( |
) | - |
% | ||||
| Other Adjustments | ( |
) | - |
% | ||||
| Effective Tax Rate | $ | % | ||||||
F-28
The material jurisdictions where the Company is subject to potential examination by tax authorities include the U.S., Hong Kong and Japan.
Tax years after 2021 remain subject to examination for both U.S. Federal and state tax reporting purposes. For the Company’s Hong Kong subsidiary, which was established in March 2025, all tax years since its incorporation remain subject to examination. For the Company’s Japanese subsidiary, which was established in October 2024 and acquired in November 2025, all tax years since its incorporation remain subject to examination.
(14) SUBSEQUENT EVENTS
The Company has evaluated subsequent events from December 31, 2025 through the date of this filing and has determined that there are no additional events requiring recognition or disclosure in the financial statements except for the events as disclosed below:
Private Placement
On January 30, 2026, the Company entered into a securities purchase agreement with certain accredited investors for the sale and issuance of shares of the Company’s common stock in a private placement. The shares were sold at a price of $ per share, resulting in expected gross proceeds of approximately $
F-29
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The information required by this Item was previously reported in the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025.
ITEM 9A – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer of the Company, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In connection with the preparation of this Annual Report, we carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer of the Company, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025. Based upon that evaluation and other than as disclosed herein, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were not operating effectively due to the material weakness in internal control over financial reporting described below.
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. During the year ended December 31, 2025, management identified a material weakness in our internal control over financial reporting that existed due to insufficient accounting staffing during the Company’s restructuring and new business launch, resulting in reduced review capabilities and prior-period errors which have since been corrected. The Company was not able to attract, develop and retain sufficient resources to fulfill internal control responsibilities, resulting in the lack of a sufficient complement of personnel with an appropriate degree of knowledge and experience. Management has implemented the following plan in remediating this weakness, as described below.
Plan of Remediation of Material Weakness in Internal Control Over Financial Reporting
To address the material weakness, management has developed and has been actively implementing the following remediation plan:
| ● | Increase Accounting Staffing: We have successfully allocated additional resources to the accounting department. During the third quarter of 2025, we hired one additional qualified accounting personnel with the required SEC expertise to ensure sufficient staffing levels for accurate and timely financial reporting. |
| ● | Enhance Review Processes: Management has implemented enhanced review and approval procedures for journal entries and financial reporting, including establishing more rigorous internal controls and implementing a formalized review process for all significant financial transactions. These enhanced procedures are now in effect and are being consistently applied. |
28
| ● | Training and Development: We have provided additional training to key personnel involved in the financial reporting process to enhance their knowledge and capability in identifying and addressing accounting and financial reporting issues. |
| ● | Ongoing Monitoring and Evaluation: Management will continuously monitor and assess the effectiveness of these measures to ensure that the remediation efforts are achieving their intended objectives. This includes ongoing evaluation of the newly implemented staffing enhancements and reinforced review processes. |
We will continue to evaluate and improve our internal control over financial reporting to address this issue and ensure the effectiveness of our financial reporting processes. Although we have taken steps to implement our remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. We will continue to monitor the effectiveness of our remediation plan and refine the remediation plan as appropriate.
Changes in Internal Control Over Financial Reporting
The Company has implemented certain changes in its internal controls, including the addition of qualified accounting personnel and the formalization of enhanced review procedures, to remediate the material weakness described above. Except as noted above, no change to the Company’s internal control over financial reporting occurred during the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
ITEM 9B – OTHER INFORMATION
Rule 10b5-1 Trading Plans
No officers, as defined in Rule 16a-1(f) of the Exchange Act, or directors
ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
29
PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed no later than 120 days after December 31, 2025 (the “Definitive Proxy Statement”).
The Board has adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
ITEM 11 – EXECUTIVE COMPENSATION
Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report into this Annual Report.
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report.
ITEM 13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report.
ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report.
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PART IV
Item 15. Exhibits and Consolidated Financial Statement Schedules
(a) (1) and (2). Financial Statements.
See Index to Financial Statements under Item 8 in Part II hereof where these documents are listed. All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(a) (3). Exhibits.
The following is a list of exhibits:
ITEM 15 – EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
| (a) | Consolidated Financial Statements, Schedules and Exhibits: | ||
| (1), (2) | The Consolidated Financial Statements and required schedules are indexed on page F-1. | ||
| (3) | Exhibits required by the Exhibit Table of Item 601 of SEC Regulation S-K. (Exhibit numbers refer to numbers in the Exhibit Table of Item 601.) |
31
32
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Management contract or compensatory plan or arrangement. |
ITEM 16 – FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FiEE, INC. | ||
| Date: March 20, 2026 | By: | /s/ Li Wai Chung |
| Li Wai Chung | ||
| Chief Executive Officer and President | ||
| (Principal Executive Officer) | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Li Wai Chung and Cao Yu, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substituted, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Li Wai Chung | Chief Executive Officer and President | March 20, 2026 | ||
| Li Wai Chung | (Principal Executive Officer) | |||
| /s/ Cao Yu | Chief Financial Officer and Director | March 20, 2026 | ||
| Cao Yu | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Hongya Wen | Chairperson of the Board of Directors | March 20, 2026 | ||
| Hongya Wen | ||||
| /s/ Hu Bin | Director | March 20, 2026 | ||
| Hu Bin | ||||
| /s/ David Natan | Director | March 20, 2026 | ||
| David Natan | ||||
| /s/ Chan Oi Fat | Director | March 20, 2026 | ||
| Chan Oi Fat |
34
Exhibit 4.1
FiEE, INC.
DESCRIPTION OF SECURITIES
The following descriptions of the common stock, par value $0.01 per share (the “Common Stock”) and the preferred stock, par value $0.001 per share (the “Preferred Stock”) of FiEE, Inc. (“us,” “our,” “we” or the “Company”) summarizes the material terms and provisions of the Company’s Common Stock and Preferred Stock. For the complete terms of our Common Stock and Preferred Stock, please refer to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and our Second Amended and Restated Bylaws, as amended (the “Bylaws”), that are each incorporated herein by reference. The summary below is qualified in its entirety by reference to our Certificate of Incorporation and Bylaws. The terms of these securities may also be affected by the Delaware General Corporation Law.
General
We are authorized under Delaware law to issue up to 60,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred Stock, $0.001 par value per share.
Common Stock
Voting Rights. Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise provided by law or our Certificate of Incorporation or Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by the affirmative vote of a majority of votes properly cast upon such question. Directors are elected by a plurality of the votes cast at the meeting. Our Certificate of Incorporation and Bylaws do not provide for cumulative voting rights. Because of this, the holders of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.
Dividends. Subject to preferences that may be applicable to any then outstanding Preferred Stock, the holders of our outstanding shares of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We have never declared or paid cash dividends on our capital stock and do not plan to pay any cash dividends in the foreseeable future. We currently anticipate that we will retain all available funds for use in the operation and expansion of our business.
Liquidation. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of Preferred Stock.
Other Rights and Preferences. Holders of our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our Preferred Stock that we may designate and issue in the future.
Fully Paid and Nonassessable. All of our outstanding shares of Common Stock are fully paid and nonassessable.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of 10,000,000 shares of Preferred Stock, $0.001 par value per share. Provisions in our Certificate of Incorporation provide that our Board of Directors is authorized to issue Preferred Stock in one or more series, to establish the number of shares to be included in each such series, to establish the voting powers (if any) of the shares to be included in such series, and to fix the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and to fix the qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.
Series A Preferred Stock
We have designated 3,000,000 shares of preferred stock as Series A Convertible Preferred Stock, and the remaining shares are authorized but undesignated. As of the date of March 20, 2026, 2,305,357 shares of Series A Convertible Preferred Stock were outstanding.
Conversion and Voting Rights. Each share of Series A Convertible Preferred Stock is convertible into shares of Common Stock at a ratio of 1.4 shares of Common Stock for each share of Series A Convertible Preferred Stock, subject to a 19.99% beneficial ownership limitation, and entitles the holder thereof to vote on an as-converted basis, without regard to such beneficial ownership limitation.
Dividends. Holders of Series A Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Convertible Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, without regard to conversion limitations herein) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Series A Preferred Stock.
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Some provisions of Delaware law, our Certificate of Incorporation and our Bylaws contain provisions that could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of a premium over the market price for our shares.
These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Undesignated Preferred Stock. The ability of our board of directors, without action by the stockholders, to issue up to 8,000,000 shares of undesignated Preferred Stock with voting or other rights or preferences as designated by our board of directors could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.
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Stockholder Meetings. Our Bylaws provide that a special meeting of stockholders may be called only by our Chairman of the board of directors or by our board of directors.
Requirements for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors.
Removal of Directors. Our Bylaws provide that members of our board of directors may only be removed from office (i) with or without cause at any annual or special meeting of stockholders by a vote of a majority of the stockholders entitled to vote in the election of directors, or (ii) for cause by a vote of a majority of the directors then in office, provided that a director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove such director.
Stockholders Not Entitled to Cumulative Voting. Our Certificate of Incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose.
Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be “interested stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors.
The provisions of Delaware law, our Certificate of Incorporation and Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Computershare.
Listing
Our Common Stock is traded on The Nasdaq Capital Market under the symbol “FIEE”.
3
Exhibit 10.3
DIRECTOR AGREEMENT
DIRECTOR AGREEMENT (the “Agreement”), dated as of [DATE], by and between FiEE Inc. a Delaware corporation (the “Company”), and [NAME] (the “Director”).
W I T N E S S E T H:
WHEREAS, the Company wishes to engage the Director and the Director is willing to accept such engagement upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Services. Upon the terms and subject to the conditions of this Agreement and with effect from the Effective Date (as defined below), the Company hereby engages the Director to act as a director and provide services on the terms and conditions provided in this Agreement. The Director agrees to devote appropriate time and attention to the execution of the services to be provided by the Director hereunder, which shall include the services listed on Exhibit A; or such other services as the Company and the Director may reasonably agree (hereinafter the services to be provided by the Director hereunder are referred to as the “Services”).
2. Term of Engagement. The term of the Director’s engagement by the Company under this Agreement shall commence on the date hereof (the “Effective Date”) and shall terminate on the earlier of (the “Termination Date”): (i) the Director ceasing to be a member of the Board of Directors of the Company (the “Board”); and (ii) the occurrence of any of the events set forth in Section 5 below (in the case of either (i) or (ii), the “Contract Period”).
3. Independent Contractor. The Director shall be an independent contractor, for the Director’s role as a Director, not an employee or agent of the Company.
4. Compensation. The Director shall be paid a cash fee of $[●] per quarter, payable quarterly, starting on the Effective Date and pro-rated for a partial quarter during which the Director serves (the “Cash Fee”).
(a) Purpose. It is understood by the parties hereto that the primary purpose of this Agreement is to assist the Company in its business operations, and not solicit to buy or sell securities.
(b) Benefits. During the Contract Period, the Director shall not receive or be eligible to participate in the Company’s benefit programs in effect for the employees of the Company as in effect from time to time, on and after the Effective Date.
(c) Expenses. The Company shall reimburse the Director for all reasonable business travel expenses previously authorized in writing by the Company and reasonably and necessarily incurred by the Director in the performance of the Director’s duties, responsibilities, and authorities hereunder.
5. Termination Provisions. The Contract Period shall terminate, and the Director’s engagement hereunder shall cease, effective upon the date of any of the occurrences set forth below:
(a) Termination By Reason of Permanent Disability. If at any time during the Contract Period the Company reasonably determines that the Director has been or will be unable, as a result of physical or mental illness or incapacity, to perform the Director’s duties hereunder, the Contract Period may be terminated by the Company upon written notice to the Director.
(b) Termination with Notice. Either party hereto may terminate the Contract Period for any reason upon thirty (30) days written notice to the other party. All compensation earned upon such Termination Date shall be due and payable.
(c) Termination By Reason of Death. The Contract Period shall automatically terminate on the date of the Director’s death (such date being the Termination Date).
Termination shall not occur if the parties hereto mutually agree to extend the term hereof, or if the terms hereof are renegotiated in good faith by the parties hereto.
6. Covenants of the Director.
(a) Non-solicitation of Employees of the Company, Directors of the Company or Customers or Suppliers of the Company. During the Contract Period and for a three (3) year period following the Contract Period (the “Subject Period”), the Director shall not, directly or indirectly on behalf of any business, firm, corporation, partnership, person, proprietorship or other entity, incorporated or otherwise, and shall use the Director’s best efforts to cause each business, firm, corporation, partnership, person, proprietorship and other entity with which the Director is or shall become associated in any capacity not to, (i) solicit for employment, employ or otherwise engage any employee or Director of the Company, without the written consent of the Company, or (ii) except in connection with the performance of the Director’s duties hereunder and in accordance herewith, solicit, interfere with, endeavor to entice away from the Company or communicate with regarding the business of the Company any customer or supplier of the Company. The Director acknowledges and agrees in connection with the foregoing that the identities of the Company’s employees, Directors, customers, suppliers and clients and other information gained during the Contract Period with respect thereto is Confidential Information (as more fully defined in paragraph (b) below) of the Company.
(b) Confidentiality. During the Subject Period and at all times thereafter, the Director agrees and acknowledges that the Confidential Information (as defined below) of the Company is valuable, special and unique to its business; that such business depends on such Confidential Information; and that the Company wishes to protect such Confidential Information by keeping it confidential for the exclusive use and benefit of the Company. The Director further acknowledges that any use by the Director of the Confidential Information other than in strict accordance with the terms of this Agreement would be wrongful and would cause the Company irreparable injury. Based upon the foregoing, with respect to such Confidential Information, the Director agrees:
(i) to keep any and all Confidential Information in trust for the sole use and benefit of the Company;
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(ii) except as required by applicable law or as required in furtherance of the business of the Company in accordance with the terms hereof, not to use or disclose or reproduce, directly or indirectly, any Confidential Information of the Company;
(iii) to take all steps necessary or reasonably requested by the Company to ensure that all Confidential Information is kept confidential for the sole use and benefit of the Company; and
(iv) in the event this Agreement terminates for any reason whatsoever or at any time that the Company may in writing request, to deliver promptly to the Company all materials constituting Confidential Information (including all written, graphic, facsimile, encoded or recorded copies or duplicates thereof or notes regarding the same) of the Company that are in the Director’s possession or under the Director’s control without making or retaining any written graphic, facsimile, encoded or recorded copy or extract from such materials.
For purposes of this Section 6, “Confidential Information” means any and all information developed by or for or possessed by the Company prior to or during the Contract Period that is (A) not generally known in any industry in which the Company does business as of the date hereof or during the Contract Period or (B) not publicly available (including for this purpose information that is publicly available because of a breach by the Director of the provisions hereof). Confidential Information includes, but is not limited to, the information identified in Section 6(a) above (including, without limitation, personnel records and applications, employment and other Director agreements, medical records, Director appraisals, reviews and evaluations, general wage and salary rates and individual salaries and bonuses and plans and records relating thereto, numbers of Directors in departments and divisions, Director benefit plans and incentive plans), and any and all other information developed by or for or possessed by the Company concerning information technology, marketing and sales methods, concepts, materials, products, processes, procedures, formulae, compounds, formulations, models, innovations, discoveries, improvements, inventions, protocols, computer programs, records, data, know-how, techniques, designs, machinery, devices, research and development projects, data, preparations, business forms, strategies, plans for development of products, services or expansion into new areas or markets, internal operations, product price lists, forecasts, projections, financial information (including the revenues, costs or profits associated with the products of the Company) and any other trade secrets and proprietary information of any type owned by or pertaining to the Company, together with all written, graphic, facsimile, encoded, recorded and other materials relating to all or any part of the same.
(c) Noncompetition, etc. During the Contract Period and any extension thereof, the Director shall not, directly or indirectly, engage in or be associated with, whether as a director, officer, employee, agent, Director, shareholder, partner, owner, independent contractor or otherwise, any business, firm, corporation, partnership, person, proprietorship or other entity, incorporated or otherwise (other than the Company), which is conducting, or plans to conduct, any business which competes with or will compete with, in the United States, (i) the business of the Company as constituted during the Contract Period, or (ii) the products of the Company manufactured, sold or under development by the Company during the Contract Period; provided, however, nothing herein shall prohibit the Director from being a shareholder in any entity that competes with the Company so long as the Director does not control such entity and does not hold more than a five percent (5%) equity interest therein.
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(d) Compliance With Laws. In performing the Director’s duties hereunder, the Director agrees to comply with all applicable governmental laws, rules and regulations, including all fiduciary duties of directors under Delaware law, and all applicable policies and procedures of the Company.
(e) Miscellaneous. For purposes of Section 6 hereof, the term “Director” shall include the Director’s affiliates and advisors.
7. Representations and Warranties.
(a) The Company. The Company hereby represents and warrants to the Director as follows:
(i) the Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware; and
(ii) this Agreement has been duly authorized, executed and delivered by the Company.
(b) The Director. The Director hereby represents and warrants to the Company as follows:
(i) the Director has full legal capacity to enter into this Agreement;
(ii) the execution, delivery and performance by the Director of this Agreement will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default under, any agreement or instrument to which the Director is a party or by which the Director is bound;
(iii) this Agreement has been duly executed and delivered by the Director; and
(iv) the Director has made such investigations of the business and properties of the Company as the Director deems necessary or appropriate before entering into this Agreement and has been given a sufficient amount of time to review this Agreement with counsel and other professionals of the Director’s choice and has done so to the extent the Director desires.
Without limiting clause (ii) above, the Director hereby represents and warrants that the Director is not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of providing the Services to the Company or to refrain from competing, directly or indirectly, with the business of such other party. The Director further represents and warrants that the Director’s performance of all the terms of this Agreement and as a Director of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by the Director in confidence or in trust prior to the Effective Date.
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8. Director and Officer Insurance. The Company confirms that it has a directors and officers insurance policy with a coverage of $1,000,000. Such insurance shall cover and include the Director.
9. Indemnification. The Company shall indemnify the Director and each of the Director’s agents against any loss, liability, claim, damage, or expense arising from the actions or inactions of the Company (or any of its officers and directors), including, but not limited to, any and all out of pocket expense and reasonable attorneys’ fees whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any third party claim whatsoever, to which the Director may become subject arising out of or based on any actions or inactions or operations of the Company (or any of its officers and directors), to the fullest extent permitted by the Delaware General Corporate Law. Such indemnification does not include any claims resulting from the gross negligence or wilful misconduct of the Director. The indemnification provided for in this paragraph shall survive the Termination Date.
10. Successors; Assignment.
(a) The Company. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and permitted assigns.
(b) The Director. Neither this Agreement, nor any right, obligation or interest hereunder, may be assigned by the Director, the Director’s beneficiaries, or the Director’s legal representatives without the prior written consent of the Company; provided, however, that nothing in this paragraph (b) shall preclude (i) the Director from designating a beneficiary to receive any benefit payable hereunder upon the Director’s death, (ii) the executors, administrators, or other legal representatives of the Director or the Director’s estate from assigning any such rights hereunder to distributees, legatees, beneficiaries, testamentary trustees or other legal heirs of the Director, or (iii) the Director assigning this Agreement to a corporation owned by either the Director and/or the Director’s spouse, and pursuant to which assignment such corporation shall undertake to that the Services shall be provided solely by the Director making such assignment. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Director and the Director’s executors and administrators.
11. Waiver of Breach. The waiver by the Company or the Director of a breach of any provision of this Agreement by the other party shall not be construed as a waiver of any continuing or subsequent breach of the same provision or of any other provision of this Agreement. It is also understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.
12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand, e-mail (with confirmation of receipt), or courier service, or mailed by first-class certified mail, postage prepaid and return receipt requested, addressed as follows:
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| If to the Company: | |||
| Flat A1, 29/F, Block A, | |||
| TML Tower | |||
| 3 Hoi Shing Road | |||
| Tsuen Wan, Hong Kong | |||
| Email: | |||
| If to the Director: | |||
| E-mail: | |||
or, in each case, at such other address as may from time to time be specified to the other party in a notice similarly given.
13. Governing Law; Litigation.
(a) Governing Law. This Agreement shall be governed by end construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State.
(b) Litigation. Each of the Company and the Director hereby agrees that the courts of the State of Delaware shall have jurisdiction to hear and determine any claims or disputes pertaining to this Agreement or to any matter arising therefrom. Each of the Company and the Director expressly submits and consents in advance to such jurisdiction in any action commenced in such courts, hereby waiving personal service of the summons and complaint or other process or papers issued therein, and agreeing that service of such summons and complaint, or other process or papers, may be made in any manner permitted by the laws of the State of Delaware including if permissible the same manner as notices hereunder may be given pursuant to Section 12. The choice of forum set forth in this paragraph (b) shall not be exclusive nor shall it preclude the enforcement of any judgment obtained in such forum or the taking of any action under this Agreement to enforce such judgment in any appropriate jurisdiction.
14. Expenses. All costs and expenses (including attorneys’ fees) incurred in connection with the negotiation and preparation of, or any claim, dispute or litigation pertaining to, this Agreement shall be paid by the party incurring such expenses.
15. Entire Agreement. This Agreement contains the entire agreement of the parties and their affiliates relating to the subject matter hereof and thereof and supersedes all prior agreements, representations, warranties and understandings, written or oral, with respect thereto.
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16. Severability.
(a) Generally. If any term or provision of this Agreement or the application thereof to any person, property or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, property or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Notwithstanding the above, it is clarified and agreed by the parties in the event that if, with respect to any term or provision of this Agreement or the application thereof to the Director, the Company shall not be permitted to pay any Cash Fee (or a portion thereof), or the Director shall not be permitted to receive any such consideration in accordance with the provisions of Section 4 (Compensation) of this Agreement, whether for reasons of law, regulation, the listing rules of markets or exchanges on which the common stock of the Company is listed or quoted for trading on the date in question, or otherwise, (hereinafter, “Non-Conforming Compensation”), then the Director shall provide the Company with a timely waiver of the Non-Conforming Compensation to be received by the Director (a “Non-Conforming Compensation Waiver”). Upon delivery of such Non-Conforming Compensation Waiver, the Director shall be entitled to receive alternative consideration in connection with such Non-Conforming Compensation, which accomplishes, to the extent possible, the original business purpose of Sections 1 through 4 of this Agreement in a compliant, valid, and enforceable manner, and the balance of this Agreement shall remain in full force and effect and binding upon the parties hereto with respect to the Non-Conforming Compensation.
(b) Duration and Scope of Certain Covenants. Without limiting paragraph (a) above, if any court determines that any of the covenants contained in Section 6, or any part of such covenants, is unenforceable because of the duration or scope of such covenant or provision, such court shall have the power to and is hereby requested to reduce the duration or scope of such covenant or provision, as the case may be, to the extent necessary to make such covenant or provision enforceable, and in its reduced form, such covenant or provision shall then be enforceable.
17. Remedies.
(a) Injunctive Relief. The Director acknowledges and agrees that the covenants and obligations of the Director contained in Section 6 relate to special, unique and extraordinary matters and are reasonable and necessary to protect the legitimate interests of the Company and that a breach of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies at law are not available. Therefore, the Director agrees that the Company shall be entitled to an injunction, restraining order, or other equitable relief from any court of competent jurisdiction restraining the Director from any such breach.
(b) Remedies Cumulative. The Company’s rights and remedies under this Section 17 are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity. In connection with paragraph (a) of this Section 17, the Director represents that the Director’s economic means and circumstances are such that such provisions will not prevent the Director from providing for the Director’s self and the Director’s family on a basis satisfactory to the Director.
18. Waiver of Statute of Limitations. The Director hereby waives for the longest period permitted by applicable law the limitation of any statute for the presentation of any claim arising under any provision of Section 6 hereof.
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19. Withholding Taxes. The Company shall deduct any foreign, federal, state or local withholding or other taxes from any payments to be made by the Company hereunder in such amounts which the Company reasonably determines are required to be deducted under applicable law.
20. Amendments, Miscellaneous, etc. Neither this Agreement, nor any term hereof, may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which such change, waiver, discharge or termination is sought to be enforced. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.
| FiEE, Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
| DIRECTOR | ||
| [NAME] | ||
[Signature Page to Directors Agreement]
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EXHIBIT A
Director will serve as a director of the Company and perform all duties as a director of the Company, including without limitation (a) attending meetings of the Board, and (b) using reasonable efforts to promote the business of the Company.
A-1
Exhibit 10.15
AMENDMENT NO. 1 TO
FIEE, INC.
SECURITIES PURCHASE AGREEMENT
This Amendment No. 1, dated as of February 28, 2026 (this “Amendment”), to the Securities Purchase Agreement (this “Agreement”) dated as of January 30, 2026, is by and among FiEE, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule I to the Agreement (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not defined in this Amendment will have the meaning given to such terms in the Agreement.
RECITALS
WHEREAS, the Company and the Purchasers entered into the Agreement pursuant to which the Purchasers agreed to purchase Shares, upon the terms and subject to the conditions set forth therein; and
WHEREAS, the Company and the Purchasers, pursuant to Section 5.5 of the Agreement, desire to amend the Agreement as provided herein.
AGREEMENT
| 1. | Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows: |
| a. | Closing. At the Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell to the Purchasers, and the Purchasers, severally and not jointly, agree to purchase from the Company, the number of Shares for the Subscription Amount, in each case, set forth opposite each such Purchaser’s name. At or prior to the Closing, each Purchaser will pay to the Company the Subscription Amount set forth opposite such Purchaser’s name on the Schedule of Purchasers, via wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers prior to the Closing, and the Company shall deliver or cause to be delivered to each Purchaser the number of Shares, registered in the name of such Purchaser (or its nominee in accordance with its delivery instructions), set forth opposite the name of such Purchaser on the Schedule of Purchasers, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Subject to satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur by electronic exchange of documents no later than 60 calendar days after the date of this Agreement or at such other location or such other time as the parties hereto shall mutually agree. |
| 2. | Section 5.1 of the Agreement is hereby amended and restated in its entirety as follows: |
5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the seventy-fifth (75th) calendar day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
| 3. | This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by email delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. |
| 4. | Other than as set forth in this Amendment, all of the terms and conditions of the Agreement will continue in full force and effect. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| FIEE, INC. | ||
| By: | /s/ Li Wai Chung | |
| Name: | Li Wai Chung | |
| Title: | Chief Executive Officer and President | |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| By: | /s/ Zhu Lei | |
| Name: | Zhu Lei |
| By: | /s/ Zhou Weiqian | |
| Name: | Zhou Weiqian |
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Exhibit 19.1
FIEE, INC.
INSIDER TRADING POLICY
This Insider Trading Policy (this “Policy”) supersedes all previous insider trading policies adopted by our Board (as defined below).
After you have read this Policy, please sign the Certification that is attached hereto and return it to the Compliance Officer (as defined below) at the address set forth under “COMPANY ASSISTANCE.”
INTRODUCTION AND PURPOSE
The purpose of this Policy is to promote compliance with applicable securities laws by FiEE, Inc. (together with its subsidiaries, the “Company”) and all of its directors, officers, and employees, in order to preserve the reputation and integrity of the Company and all persons affiliated with it. This Policy describes the standards of the Company on trading, and causing the trading of, the Company’s securities (“Company Securities”). In addition, it is the policy of the Company that no director, officer, or other employee of the Company (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of material nonpublic information (as defined below) about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until such information becomes public or is no longer material.
One of the purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell, give away, or otherwise trade Company Securities or provides that information to others outside the Company who may trade based on that information. The prohibitions against insider trading apply to trades, tips, and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “nonpublic.” These terms are defined in this Policy below. The prohibitions apply to any director, officer, or employee who buys or sells Company Securities when possessing material nonpublic information that he or she obtained about the Company, its customers or suppliers, or other companies with which the Company has contractual relationships or may be negotiating transactions.
If you do not understand any of the following summaries of law or this Policy, or how it applies to you, you should consult with the Compliance Officer before engaging in any securities-related transactions. All determinations and interpretations by the Compliance Officer will be final and not subject to further review.
This Policy is only a summary of complex legal provisions and should therefore only be used as a general guide, not as legal advice.
This Policy is broken into three parts.
| ● | Part I of this Policy prohibits trading in certain circumstances by all directors, officers, and employees of the Company, as well as their immediate family members (as defined below), and certain agents and advisors. |
| ● | Part II of this Policy prohibits certain transactions by all directors, officers, and employees of the Company as well as their immediate family members. |
| ● | Part III of this Policy imposes additional trading restrictions for all Covered Persons (as defined below). |
DEFINITIONS AND EXPLANATIONS
| (a) | The term “Compliance Officer” refers to the Chief Financial Officer of the Company, or such other officer of the Company as the Board of Directors (the “Board”) of the Company may designate. In the Compliance Officer’s absence, the Chief Executive Officer of the or other officer of the Company designated by the Compliance Officer will be responsible for administration of this Policy. |
| (b) | The term “Covered Persons” means: (i) directors of the Company, (ii) officers of the Company, as defined by Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) certain Company employees designated by the Compliance Officer based on their positions at the Company, and (iv) certain other Company employees that the Company may designate from time to time as “Covered Persons” because of their position, responsibilities, or their actual or potential access to material nonpublic information. “Covered Persons” also includes the immediate family members and Controlled Entities (as defined below) of all the foregoing. |
| (c) | The term “Insider” includes: (i) any director, officer, or employee of the Company; (ii) any immediate family member of a director, officer, or employee of the Company; and (iii) any agent or advisor of a Company director, officer, or employee who has material nonpublic information relating to the Company. |
| (d) | The term “immediate family” includes: (i) your spouse or domestic partner, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws, in each case who reside in the same household as you, (ii) your children or your spouse’s children who do not reside in the same household as you but are financially dependent on you, (iii) any of your other family members who do not reside in your household but whose transactions are directed by you, and (iv) any other individual over whose account you have control and to whose financial support you materially contribute. |
| (e) | “Material nonpublic information”: Insider trading prohibitions come into play only when you possess information that is both “material” and “nonpublic.” Information on both of these terms is set out below. If you are unsure whether information is “material” or “nonpublic,” you should either consult the Compliance Officer or assume that the information is material and nonpublic. |
| (i) | “Material.” Information is generally regarded as “material” if it has market significance, meaning that if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would consider important in making an investment decision. Materiality involves a relatively low threshold. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are: |
| ● | Projections of future earnings or losses, or other earnings guidance; |
| ● | Changes to previously announced earnings guidance, or the decision to suspend earnings guidance; |
| ● | Proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, or purchases or sales of substantial assets; |
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| ● | A Company restructuring; |
| ● | Significant related party transactions; |
| ● | A change in dividend policy, the declaration of a stock split, or an offering of additional securities; |
| ● | Borrowings or other financing transactions out of the ordinary course; |
| ● | The establishment of a repurchase program for Company Securities; |
| ● | A major change in the Company’s pricing or cost structure; |
| ● | Major marketing changes; |
| ● | A change in senior management; |
| ● | A change in auditors or notification that an auditor’s report(s) may no longer be relied upon; |
| ● | Development of a significant new product, process, or service; |
| ● | Pending or threatened significant litigation or governmental investigations, or the resolution of such litigation or investigations; |
| ● | Impending bankruptcy or the existence of severe liquidity problems; |
| ● | The gain or loss of a significant contract; |
| ● | Changes in debt ratings; |
| ● | Significant write-downs in assets or increases in reserves; |
| ● | Significant changes in accounting policies or methods; and |
| ● | The discovery of significant cybersecurity incidents, including data breaches. |
| (ii) | “Nonpublic.” Information is considered to be “nonpublic” if it has not yet been disclosed to the general public. The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of the market on the second trading day after the information has been publicly disclosed before you can treat the information as public. If you are not sure whether information is considered nonpublic, you should either consult with the Compliance Officer or assume that the information is nonpublic and treat it as confidential. |
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PART I - INSIDER TRADING AND TIPPING PROHIBITED
| 1.1 | General Policy |
| (a) | Insider Trading Prohibited. No Insider may engage in transactions in Company Securities while in possession of material nonpublic information about the Company, except as otherwise specified in this Policy under the headings “Exceptions” and “Guidelines for Rule 10b5-1 Plans” attached hereto as Exhibit A. This restriction also applies to material nonpublic information relating to any other company with publicly-traded securities, including our customers or suppliers, obtained in the course of employment by or association with the Company. |
| (b) | Tipping Prohibited. No Insider who knows of any material nonpublic information about the Company may communicate that information (a “tip”) to any other person, including immediate family members and friends, or otherwise disclose such information without the Compliance Officer’s prior written authorization (which may be by email). |
| (c) | Trading or Tipping with Respect to Certain Other Issuers Prohibited. No Insider may trade in the securities of another company while you possess material nonpublic information regarding that company gained through your work at the Company or while you possess material nonpublic information regarding the Company that could potentially affect the other company. No Insider who knows of any such material nonpublic information may communicate that information to, or tip, any other person, including immediate family members and friends, or otherwise disclose such information without the Compliance Officer’s prior written authorization (which may be by email). |
| 1.2 | Transactions Subject to this Policy |
This Policy applies to transactions in Company Securities currently outstanding and Company Securities that the Company may issue in the future, including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including (but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to Company Securities. Transactions subject to this Policy include purchases, sales, and bona fide gifts of Company Securities.
Gifts of Company Securities are also subject to the restrictions of this Policy. You may not gift Company Securities to others while in possession of material nonpublic information, and Covered Persons must comply with the applicable blackout and pre-clearance requirements described below before gifting Company Securities.
| 1.3 | Exceptions |
This Policy does not apply to the following transactions (collectively, the “Exempted Transactions”), except as specifically noted:
| (a) | 401(k) Plan. This Policy does not apply to purchases of Company Securities in the Company’s 401(k) plan resulting from your periodic contribution of money to the plan pursuant to a payroll deduction election. This Policy does apply, however, to certain elections you may make under the 401(k) plan, including (i) an election to increase or decrease the percentage of your periodic contributions that will be allocated to a Company Securities fund; (ii) an election to make an intra-plan transfer of an existing account balance into or out of a Company Securities fund; (iii) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company Securities fund balance; and (iv) an election to pre-pay a plan loan if the pre-payment will result in an allocation of loan proceeds to a Company Securities fund. |
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| (b) | Dividend Reinvestment Plan. This Policy does not apply to purchases of Company Securities under a dividend reinvestment plan (“DRIP”) resulting from the reinvestment of dividends paid on Company Securities. This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions you choose to make to a DRIP, and to your election to participate in a DRIP or increase your level of participation in the DRIP. This Policy also applies to your sale of any Company Securities purchased pursuant to a DRIP. |
| (c) | Stock Options. This Policy does not apply to the exercise of stock options granted under the Company’s equity incentive plans when the options are exercised (i) with cash or (ii) through net settlement procedures in which the optionee pays for the option exercise by giving shares back to the Company sufficient to compensate the Company for the exercise price at the shares’ then current market value. In addition, this Policy does not apply to the exercise of a tax withholding right pursuant to which the Company withholds shares of stock to satisfy tax withholding requirements upon the exercise of stock options. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. |
| (d) | Restricted Stock, Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”). This Policy does not apply to the vesting of restricted stock, RSUs or PSUs, or the exercise of a tax withholding right pursuant to which the Company withholds shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock, RSU or PSU. This Policy does apply, however, to any market sale of stock in connection with the vesting of restricted stock, RSUs or PSUs. |
| (e) | Other Similar Transactions. This Policy does not apply to any other purchases of Company Securities from the Company or sales of Company Securities to the Company. |
| 1.4 | Violations of Insider Trading Laws and this Policy |
Civil and criminal penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.
| (a) | Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be sentenced to a substantial jail term and be required to pay a criminal penalty of several times the amount of profits gained or losses avoided. In addition, a person who “tips” others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the U.S. Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the tipper did not profit from the transaction. |
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Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys, and state enforcement authorities. While regulatory authorities concentrate their efforts on individuals who trade while in possession of material nonpublic information or who tip such information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.
| (b) | Company-Imposed Penalties. The Company’s directors, officers, and employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to this Policy, if permitted, may only be granted by the Compliance Officer and must be provided before any activity contrary to the terms of this Policy takes place. |
| 1.5 | Transactions by Entities You Influence or Control |
This Policy applies to any entities that you influence or control, including any corporations, limited liability companies, partnerships, or trusts (collectively referred to as “Controlled Entities”), and transactions by Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.
| 1.6 | Individual Responsibility |
Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information. Persons subject to this Policy must not engage in illegal trading and must avoid the appearance of improper trading. Each person subject to this Policy is responsible for making sure that he or she complies with this Policy, and that any immediate family member or Controlled Entity whose transactions are subject to this Policy also complies with this Policy. Each person subject to this Policy is prohibited from disclosing to anyone inside or outside the Company any nonpublic information obtained at or through the Company, except when such disclosure is part of his or her regular duties and is necessary to enable the Company to carry out its business properly and effectively. Any person who violates this Policy or any federal or state laws governing insider trading or tipping, or knows of any such violation by any other person, must report the violation immediately to the Compliance Officer.
In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Compliance Officer, or any other officer, employee, or director of the Company pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws.
| 1.7 | Post-Termination Transactions |
If an individual is in possession of material nonpublic information when his or her service with the Company terminates, that individual may not trade in Company Securities until that information has become public or is no longer material.
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PART II - CERTAIN PROHIBITED TRANSACTIONS
| 2.1 | General Policy |
The Company has determined that there is a heightened legal risk and/or risk of the appearance of improper or inappropriate conduct if the Company’s directors, officers, and employees, as well as their immediate family members, engage in certain types of transactions. It therefore is the Company’s policy that the Company’s directors, officers, and employees, as well as their immediate family members, may not engage in any of the following transactions outlined below:
| (a) | Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities by the Company’s directors, officers, and employees, as well as their immediate family members, are prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers (as defined in Exchange Act Rule 16a-1(f)) and directors from engaging in short sales. Short sales arising from certain types of hedging transactions are governed by the paragraph below captioned “Hedging Transactions.” |
| (b) | Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in these options may create the appearance that a director, officer or employee is trading based on material nonpublic information and focus a director’s, officer’s or other employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy. |
| (c) | Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds. Such transactions may permit a director, officer, or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer, or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, the Company’s directors, officers, and employees, as well as their immediate family members, are prohibited from engaging in any such transactions. |
| (d) | Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, the Company’s directors, officers, and employees, as well as their immediate family members, are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan. |
| (e) | Standing and Limit Orders. Standing and limit orders (except standing and limit orders under an approved Rule 10b5-1 Plan, as described below) create heightened risks for insider trading violations, similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer, or other employee is in possession of material nonpublic information. The Company therefore discourages placing standing or limit orders on Company Securities (except standing and limit orders under an approved Rule 10b5-1 Plan, as described below). |
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PART III - ADDITIONAL RESTRICTIONS AND REQUIREMENTS FOR COVERED PERSONS
| 3.1 | General Policy |
| (a) | Blackout Periods: All Covered Persons are prohibited from trading in Company Securities during blackout periods, as described below. |
| (b) | Pre-Clearance: All Covered Persons must “pre-clear” all trading in Company Securities in accordance with the procedures set forth in Part III, Section 3.3 below. |
| 3.2 | Blackout Periods |
All Covered Persons are prohibited from trading in Company Securities during blackout periods. This prohibition includes both regularly scheduled quarterly blackout periods and other blackout periods implemented from time to time, as described below.
| (a) | Quarterly Blackout Periods. Towards the end of each fiscal quarter and until public disclosure of the Company’s financial results for such quarter, Covered Persons may possess material nonpublic information about the expected financial results for the quarter. Even if you do not actually possess any such information, any trades by you during that period may give the appearance that you are trading on inside information. Accordingly, trading in Company Securities is prohibited during the period beginning at the close of the market 15 calendar days before the end of each fiscal quarter and ending at the close of the market on the second trading day following the date the Company’s financial results for such fiscal quarter are publicly disclosed. |
| (b) | Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as merger negotiations or significant regulatory enforcement issues) may be pending and not publicly disclosed. While such material nonpublic information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in Company Securities. The Company may not widely announce the commencement of a special blackout period as that information can itself be sensitive information and therefore should not be communicated to any other person. Additionally, for this reason, it is extremely important that you adhere to the pre-clearance procedures outlined in this Policy to ensure that you do not trade during any special blackout period. |
| (c) | Exception. The trading restrictions set forth in Part III, Sections 3.2(a)-(b) do not apply to (i) the Exempted Transactions or (ii) transactions executed under a pre-existing written contract, instruction or plan under Rule 10b5-1 of the Exchange Act (“Rule 10b5-1”) that meets the requirements set forth in this Policy (a “Rule 10b5-1 Plan”). |
Rule 10b5-1 provides a defense from insider trading liability under Rule 10b-5 of the Exchange Act. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 Plan for transactions in Company Securities that meets certain conditions specified in Rule 10b5-1. If the plan meets the requirements of Rule 10b5-1, transactions in Company Securities may occur even when the person who has entered into the plan is aware of material nonpublic information. A Rule 10b5-1 Plan must be approved by the Compliance Officer and meet the requirements of Rule 10b5-1 and the Company’s “Guidelines for Rule 10b5-1 Plans” attached hereto as Exhibit A.
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| (d) | Trading Window. Covered Persons are permitted to trade in Company Securities when no blackout period is in effect. Generally, this means that Covered Persons can trade during the period beginning at the close of the market on the second trading day following the date the Company’s quarterly financial results are publicly disclosed and ending at the close of the market 14 calendar days before the end of each fiscal quarter. However, even during this trading window, a Covered Person who is in possession of any material nonpublic information must not trade in Company Securities until the information has been made publicly available or is no longer material, unless such trades are made via an Exempted Transaction or a Rule 10b5-1 Plan. In addition, Covered Persons are still required to pre-clear all transactions in Company Securities pursuant to Part III, Section 3.3 below. The Company may close this trading window if a special blackout period under Part III, Section 3.2(b) above is imposed and will re-open the trading window once the special blackout period has ended. |
| 3.3 | Pre-Clearance Procedures |
| (a) | Pre-Clearance Required. Because Covered Persons are likely to obtain material nonpublic information on a regular basis, the Company requires all Covered Persons to refrain from trading, even during a trading window under Part III, Section 3.2 above, without first pre-clearing all transactions in Company Securities. A written request (which may be by email) for pre-clearance should be submitted to the Compliance Officer at least two trading days in advance of the proposed transaction. When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company and certify in writing (including by email) that he or she is not in possession of material nonpublic information concerning the Company. The requestor must not engage in the transaction unless and until the Compliance Officer provides his approval in writing (including by email). If approved by the Compliance Officer, clearance of a transaction is valid only for a five-trading-day period. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied by the Compliance Officer, then the Covered Person should refrain from initiating such transaction and should not inform any other person of the restriction. If the Compliance Officer is or becomes a Covered Person, the Chief Executive Officer of the Company will assume the role of Compliance Officer for the purpose of the pre-clearance procedures herein regarding such transactions contemplated by the Compliance Officer. |
Further, pre-clearance does not, in any circumstance, relieve anyone of his or her legal obligation to refrain from trading while in possession of material nonpublic information. The requestor should also be prepared to comply (i) with Rule 144 of the Securities Act of 1933, as amended, and file Form 144, if necessary, at the time of any sale and (ii) with all applicable reporting obligations under Section 16 of the Exchange Act (“Section 16”).
| (b) | Post-Transaction Notice. The Covered Persons who have a reporting obligation under Section 16 must also notify the Compliance Officer of the occurrence of any purchase, sale, gift, or other acquisition or disposition of Company Securities as soon as possible following the transaction, but in any event within one trading day after the transaction. Such notice must be in writing (which may be by email) and should include the identity of the Covered Person, the type of transaction, the date of the transaction, the number of shares involved, and the purchase or sale price. |
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| (c) | Exception. Pre-clearance is not required for (i) an Exempted Transaction or (ii) purchases and sales of Company Securities under an approved Rule 10b5-1 Plan, as described herein. With respect to any purchase or sale under a Rule 10b5-1 Plan, the third party effecting transactions on behalf of the Covered Person should be instructed to send duplicate confirmations of all such transactions to the Compliance Officer. |
For purposes of both the “Pre-Clearance Required” and the “Post-Transaction Notice” sections above, a purchase, sale, gift, or other acquisition or disposition will be deemed to occur at the time the person or entity becomes irrevocably committed to it (for example, in the case of an open market purchase or sale, this occurs when the trade is executed, not when it settles).
Neither the Company nor any of its directors, officers, or employees will be liable for the legal or financial consequences of any approval or pre-clearance for any transaction, refusal to approve or pre-clear any transaction or delay in reviewing any requests for approval or pre-clearance of any transaction or Rule 10b5-1 Plan or other request under this Policy.
| 3.4 | Violations of Part III; Section 16 |
In addition to the potential penalties described in Part I, Section 1.4, certain Covered Persons should be aware that they face personal liability under Section 16(b) of the Exchange Act for late-filed personal reports and/or “short swing” profits for non-exempt purchases or sales of Company Securities that are made within less than six months of a non-exempt, opposite-way transaction. While the Company has established a compliance program, including the pre-clearance procedures set forth in this Policy, to assist applicable Covered Persons in complying with the requirements of Section 16, responsibility for compliance with Section 16 rests solely with Covered Persons.
COMPANY ASSISTANCE
Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Compliance Officer. The Compliance Officer is our Chief Financial Officer, Cao Yu, and her contact information is as follows:
Flat A1, 29/F, Block A, TML Tower
3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong
Phone: +852 28166813
Email: yu.cao@fiee.com
10
Certification
I have received and read a copy of the FiEE, Inc. Insider Trading Policy for directors, officers, and employees and agree to abide by its terms and conditions in all respects during my employment or other service relationship with the Company.
| Signature | |
| Print Name | |
| Date of Signature |
[Certification Page to FiEE, Inc. Insider Trading Policy]
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EXHIBIT A
Guidelines for Rule 10b5-1 Plans
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a defense to insider trading liability under Rule 10b-5 of the Exchange Act. In order to be eligible to rely on this defense, a person subject to the Insider Trading Policy of FiEE, Inc. (together with its subsidiaries, the “Company”) must enter into a written contract, instruction, or plan for transactions in Company Securities (as defined in the Company’s Insider Trading Policy) that meets certain conditions specified in Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”). If the Rule 10b5-1 Plan meets the requirements of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”), transactions in Company Securities may occur without regard to certain insider trading restrictions. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the Rule 10b5-1 Plan is not aware of material nonpublic information. Once the Rule 10b5-1 Plan is adopted, the person must not exercise any influence over the amount of Company Securities to be traded, the price at which they are to be traded, or the date of any trade. The Rule 10b5-1 Plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.
As specified in the Company’s Insider Trading Policy, a Rule 10b5-1 Plan must be approved by the Compliance Officer (as defined in the Company’s Insider Trading Policy) and meet the requirements of Rule 10b5-1, the Company’s Insider Trading Policy, and these guidelines. Any Rule 10b5-1 Plan must be submitted for approval five trading days prior to entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required.
The following guidelines apply to all Rule 10b5-1 Plans:
| ● | You may not enter into, modify, or terminate a Rule 10b5-1 Plan during a blackout period (as defined in the Company’s Insider Trading Policy) (including quarterly and other blackout periods described in the Company’s Insider Trading Policy) or otherwise while you are aware of material nonpublic information. |
| ● | For officers and directors, no transaction may take place under a Rule 10b5-1 Plan until the later of (i) 90 days after adoption or modification (as specified in Rule 10b5-1) of the Rule 10b5-1 Plan and (ii) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter (the Company’s fourth fiscal quarter in the case of a Form 10-K) in which the Rule 10b5-1 Plan was adopted or modified (as specified in Rule 10b5-1). In any event, this cooling-off period is subject to a maximum of 120 days after adoption or modification of the Rule 10b5-1 Plan. |
| ● | For persons other than officers and directors, no transaction may take place under a Rule 10b5-1 Plan until 30 days following the adoption or modification (as specified in Rule 10b5-1) of the Rule 10b5-1 Plan. |
| ● | Subject to certain limited exceptions specified in Rule 10b5-1, you may not enter into more than one Rule 10b5-1 Plan at the same time. |
| ● | Subject to certain limited exceptions specified in Rule 10b5-1, you are limited to only one Rule 10b5-1 Plan designed to effect an open market purchase or sale of the total amount of Company Securities subject to the Rule 10b5-1 Plan as a single transaction in any 12-month period. |
A-1
| ● | You must act in good faith with respect to a Rule 10b5-1 Plan. A Rule 10b5-1 Plan cannot be entered into as part of a plan or scheme to evade the prohibition of Rule 10b-5 of the Exchange Act. Therefore, although modifications to an existing Rule 10b5-1 Plan are not prohibited, a Rule 10b5-1 Plan should be adopted with the intention that it will not be amended or terminated prior to its expiration. |
| ● | Officers and directors must include a representation to the Company in their Rule 10b5-1 Plan at the time of adoption or modification of such plan to the effect that (i) the person is not aware of material nonpublic information about the Company or Company Securities and (ii) the person is adopting such plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 of the Exchange Act. |
The Company and the Company’s officers and directors must make certain disclosures in U.S. Securities and Exchange Commission filings concerning Rule 10b5-1 Plans. Officers and directors of the Company must undertake to provide any information requested by the Company regarding Rule 10b5-1 Plans for the purpose of providing the required disclosures or any other disclosures that the Company deems to be appropriate under the circumstances.
Each director and officer (as defined in Exchange Act Rule 16a-1(f)) of the Company understands that the approval or adoption of a Rule 10b5-1 Plan in no way reduces or eliminates such person’s obligations under Section 16 of the Exchange Act, including such person’s disclosure and short-swing trading liabilities thereunder. If any questions arise, any such person should consult with his or her own counsel when implementing a Rule 10b5-1 Plan.
A-2
Exhibit 21.1
SUBSIDIARIES
MTRLC LLC, a wholly owned subsidiary of FiEE, Inc., is a limited liability company organized in Delaware.
Minim Asia Private Limited, a wholly owned subsidiary of FiEE, Inc., is a private company organized in Mumbai, India.
FiEE (HK) Limited, a wholly owned subsidiary of FiEE, Inc., is a limited liability company incorporated under the laws of Hong Kong.
Houren-Geiju Kabushikikaisha, a wholly owned subsidiary of FiEE, Inc., is a limited liability company incorporated under the laws of Japan.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-292413, 333-261700, 333-261110, 333-237698, 333-209807, 333-173143) of FiEE, Inc. and its subsidiaries (the “Company”) of our report dated March 20, 2026, with respect to our audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2025, which appears in the Annual Report on Form 10-K of the Company. Our report contained a paragraph of “Critical Audit Matters” relating to the Company’s valuation of acquired technology-related intangible assets and an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
/s/ UHY LLP
Irvine, California
March 20, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-292413, 333-261700, 333-261110, 333-237698, 333-209807, 333-173143) of FiEE, Inc. (f/k/a Minim, Inc.) of our report, which includes an explanatory paragraph related to FiEE, Inc.’s ability to continue as a going concern, dated April 09, 2025, relating to the consolidated financial statements of FiEE, Inc. as of December 31, 2024 and for the year then ended, included in this Annual Report on Form 10-K of FiEE, Inc. for the year ended December 31, 2025.
/s/ Beckles & Co. Inc.
West Palm Beach, FL
March 20, 2026
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Li Wai Chung, Principal Executive Officer of FiEE, Inc., certify that:
| 1) | I have reviewed this report on Form 10-K of FiEE, Inc.; | |
| 2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4) | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5) | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 20, 2026 | By: | /s/ Li Wai Chung |
| Li Wai Chung | ||
| Principal Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yu Cao, Principal Financial and Accounting Officer of FiEE, Inc., certify that:
| 1) | I have reviewed this report on Form 10-K of FiEE, Inc.; | |
| 2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4) | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5) | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 20, 2026 | By: | /s/ Yu Cao |
| Yu Cao | ||
|
Principal Financial and Accounting Officer |
Exhibit 32.1
CERTIFICATION
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
In connection with the annual report on Form 10-K of FiEE, Inc. (the “Company”) for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, Li Wai Chung, Principal Executive Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: March 20, 2026 | By: | /s/ Li Wai Chung |
| Li Wai Chung | ||
| Principal Executive Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Exhibit 32.2
CERTIFICATION
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
In connection with the annual report on Form 10-K of FiEE, Inc. (the “Company”) for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, Yu Cao, Principal Financial and Accounting Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: March 20, 2026 | By: | /s/ Yu Cao |
| Yu Cao | ||
| Principal Financial and Accounting Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Exhibit 97
FIEE, INC.
Incentive-BASED Compensation Recovery Policy
| 1. | Policy Purpose Generally. The purpose of this FiEE, Inc. (the “Company”) Incentive-Based Compensation Recovery Policy (this “Policy”) is to enable the Company to recover erroneously awarded compensation, including in the event that the Company is required to prepare an Accounting Restatement. This Policy is intended to comply with the requirements set forth in Listing Rule 5608 of the corporate governance rules of The NASDAQ Stock Market (the “Listing Rule”), and to provide the Company certain additional recovery rights, and shall be construed and interpreted in accordance with such intent. Unless otherwise defined in this Policy, capitalized terms shall have the meaning ascribed to such terms in Section 10. This Policy shall become effective on March 20, 2026. Where the context requires, reference to the Company shall include the Company’s subsidiaries and affiliates (as determined by the Committee in its discretion). |
| 2. | Policy Administration Generally. This Policy shall be administered by the Compensation Committee of the Board (the “Committee”) unless the Board determines to administer this Policy itself. The Committee has full and final authority to make all determinations under this Policy. All determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders and covered persons. Any action or inaction by the Committee with respect to a covered person under this Policy in no way limits the Committee’s actions or decisions not to act with respect to any other covered person under this Policy or under any similar policy, agreement or arrangement, nor shall any such action or inaction serve as a waiver of any rights the Company may have against any covered person other than as set forth in this Policy. |
| 3. | Recovery of Incentive Compensation. |
| a. | Mandatory Recovery in connection with Accounting Restatement. |
| i. | This Section 3(a) applies to all Incentive-Based Compensation received by a person: (a) on or after October 2, 2023, and beginning service as an Executive Officer; (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; (c) while the Company had a class of securities listed on a national securities exchange or a national securities association; and (d) during the three completed fiscal years immediately preceding the Accounting Restatement Date. In addition to such last three completed fiscal years, the immediately preceding clause (d) includes any transition period that results from a change in the Company’s fiscal year within or immediately following such three completed fiscal years; provided, however, that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to twelve months shall be deemed a completed fiscal year. For purposes of this Section 3(a), Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the relevant Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition. |
| ii. | In the event of an Accounting Restatement, the Company must recover, reasonably promptly, Erroneously Awarded Compensation, in amounts determined pursuant to this Policy. The Company’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the Company files restated financial statements. Recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement. In the event of an Accounting Restatement, the Company shall satisfy the Company’s obligations under this Policy to recover any amount owed from any applicable Executive Officer by exercising its sole and absolute discretion in how to accomplish such recovery. The Company’s recovery obligation pursuant to this Section 3(a) shall not apply to the extent that the Committee, or in the absence of the Committee, a majority of the independent directors serving on the Board, determines that such recovery would be impracticable and: |
| 1. | The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Stock Exchange; or |
| 2. | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code. |
| iii. | The Company shall not indemnify any Executive Officer or former Executive Officer against the loss of Erroneously Awarded Compensation. Further, the Company shall not pay or reimburse an Executive Officer for purchasing insurance to cover any such loss. |
| b. | Recovery in connection with Detrimental Conduct. In addition to the Company’s mandatory recovery obligations in connection with an Accounting Restatement as set forth in Section 3(a), in the event that an employee of the Company at the level of Vice President or above engages in fraud or misconduct that, in the sole discretion of the Committee, is likely to cause or has caused material financial, operational, or reputational harm to the Company (“Detrimental Conduct”), the Committee may, in its sole discretion, recover incentive compensation (including Incentive-Based Compensation) received by such person during and after the period in which such Detrimental Conduct occurred. Detrimental Conduct subject to this Section 3(b) must have occurred within the three years preceding the date on which the Committee determines that such Detrimental Conduct has occurred. For purposes of this Section 3(b), incentive compensation is deemed received in the Company’s fiscal period during which the performance goal specified in the incentive compensation award is attained, even if the payment or grant of the incentive compensation occurs after the end of that period. For the avoidance of doubt, incentive compensation that is subject to both a performance vesting condition and a service-based vesting condition shall be considered received when the relevant performance condition is achieved, even if the incentive compensation continues to be subject to the service-based vesting condition. The Committee shall determine the amount of incentive compensation to be recovered in its sole discretion based upon the relevant covered person’s relative degree of fault or involvement, the impact of the conduct on the Company, the magnitude of any loss caused and other relevant facts and circumstances. The Committee may effect recoupment in any manner consistent with applicable law. |
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| 4. | Committee Indemnification. Any members of the Committee, and any other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy. |
| 5. | Severability. The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. |
| 6. | Amendment; Termination. The Board may amend this Policy from time to time in its sole and absolute discretion and shall amend this Policy as it deems necessary to reflect the Listing Rule. The Board may terminate this Policy at any time. |
| 7. | Other Recovery Obligations; General Rights. To the extent that the application of this Policy would provide for recovery of Incentive-Based Compensation that the Company recovers pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations, the amount the relevant individual has already reimbursed the Company shall be credited to the required recovery under this Policy. This Policy shall not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and under applicable law. To the maximum extent permitted under the Listing Rule, this Policy shall be administered in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code. |
| 8. | Successors. This Policy is binding and enforceable against all covered persons and their beneficiaries, heirs, executors, administrators or other legal representatives. |
| 9. | Governing Law; Venue. This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising out of or relating to this Policy shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. Federal courts, the U.S. District Court for the District of Delaware. |
| 10. | Definitions. |
| a. | “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
| b. | “Accounting Restatement Date” means the earlier to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if the Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. |
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| c. | “Board” means the board of directors of the Company. |
| d. | “Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid regulation or other official guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation. |
| e. | “Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in such Accounting Restatement, and must be computed without regard to any taxes incurred or paid by the relevant Executive Officer; provided, however, that for Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange. |
| f. | “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an “Executive Officer” if the executive officer performs such policy making functions for the Company. For the avoidance of doubt, “Executive Officer” includes, but is not limited to, any person identified as an executive officer pursuant to Item 401(b) of Regulation S-K under the U.S. Securities Act of 1933, as amended. |
| g. | “Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure; provided, however, that a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to qualify as a “Financial Reporting Measure.” For purposes of this Policy, “Financial Reporting Measure” includes, but is not limited to, stock price and total stockholder return. |
| h. | “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
| i. | “Stock Exchange” means the national stock exchange on which the Company’s common stock is listed. |
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