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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 13, 2025

 

FiEE, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-37649   04-2621506

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong

(Address of principal executive offices, including zip code)

 

852-28166813

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $0.01 par value   FIEE   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On August 13, 2025, FiEE, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
99.1   Press release of FiEE, Inc., dated August 13, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FIEE, INC.
     
Date: August 13, 2025 By: /s/ Li Wai Chung
    Li Wai Chung
    Chief Executive Officer

 

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Exhibit 99.1

 

FIEE Announces Fiscal 2025 First Half Unaudited Financial Results

First Half Revenue of $45,118
Prepaid subscription fees received from customers for our SaaS service were $1.5 Million.

 

Hong Kong, 13 August 2025 -- FiEE, Inc. (NASDAQ:FIEE (“FiEE” or the “Company”), a technology company integrating IoT, connectivity and AI to redefine brand management solutions in the digital era, today announced its unaudited financial results for the three and six months ended June 30, 2025.

 

Operational and Financial Highlights for the Three and Six Months Ended June 30, 2025

 

Net sales for the three months ended June 30, 2025 were $44,993, a significant increase from $125 for the three months ended March 31, 2025. The increase in net sales was primarily a result of the Company’s strategic transition from legacy hardware operations to software-as-a-service (“SaaS”) solutions, with a new focus on integrating artificial intelligence and data analytics into content creation and brand management. The Company secured its first customer orders and generated initial sales, marking a critical milestone in the strategic pivot. Net sales for the six months ended June 30, 2025 were $45,118, down from $639,893 year-over-year, which was primarily due to our strategic business transformation.

 

As of June 30, 2025, the Company onboarded 245 customers, representing a considerable increase compared to 1 new customer upon launching its SaaS services on March 28, 2025, illustrating the early traction of our new SaaS products. Prepaid subscription fees received from customers for our SaaS service were $1.5 million which highlights the early traction of our SaaS offerings.

 

Gross profit for the six months ended June 30, 2025 was $438, down from $207,259 for the six months ended June 30, 2024, which was primarily due to our strategic business transformation.

 

Net loss for the six months ended June 30, 2025 was $1,013,590 representing a significant improvement as compared to a net loss of $3,746,867 in the first half of 2024. The narrowing of our net loss highlights the early success of our strategic transition.

 

Net cash provided by operating activities for the six months ended June 30, 2025 was $171,955, comparing with the cash used from operating activities of $2,878,506 in the first half of 2024.

 

Rafael Li, Chief Executive Officer of FiEE, commented, “FiEE has been undergoing a strategic transition from legacy hardware operations to redefine brand management solutions in the digital era. We are glad to present the first financial statement after the strategic transformation. Despite being at the early stage of the transition, we have seen several encouraging figures, showing that our hardship has paid off and resulted in early successes. First, we have achieved new customers adopting our SaaS solution in the second quarter. Prepaid subscription fees received from customers for our SaaS service were $1.5 million, which marked a significant milestone for our new business. We anticipate adding additional customers in the near future with increasingly sophisticated product offerings. In addition, we have greatly reduced our net loss in the first half of 2025, as a result of our strengthened cost management and new business development.”

 

Mr. Li further mentioned, “New growth areas required upfront capital associated with market entry and product deployment. To accelerate our growth, we have recently acquired advanced technologies including product authentication featuring systematic algorithmic verification and certification, high-efficiency file transfer systems and KYC solutions for robust and efficient data protection, powering our SaaS products. We are providing comprehensive protection for original creations, digital arts, NFTs, and exclusive content, aiming to cultivate an expansive KOL community. This marks an exciting development for our Company, and we are confident in our path towards sustainable growth and enduring value.”

 

 

 

 

Financial Results for the Six Months Ended June 30, 2025

 

Net Sales were $45,118, compared to $639,893 in the same period of fiscal year 2024.

 

    Six Months Ended        
Net Sales   June 30
2025
    June 30
2024
    %
change
 
    $     $     YoY  
Product sales                        
  Cable modems & gateways     -       638,804       (100 %)
  Other network products     -       1,089       (100 %)
  SaaS – MCN digital services     45,118       -       N/A  
Total     45,118       639,893       (93 %)

 

Gross profit was $438, compared to $207,259 in the same period of 2024.

 

Gross margin was 1.0%, compared to 32.4% in the same period of 2024. It was not representative of future trends, as the new business was in its initial launch phase during this period, incurring elevated upfront costs associated with market entry, product deployment, and operational ramp-up.

 

Operating expenses were $1,008,470, representing a decrease of 74.6% from $3,965,424 in the same period of 2024.

 

Selling and marketing expenses were $16,811, representing a decrease of 74.6% from $66,171 in the same period of 2024. The decrease was primarily due to (i) reduction in sales support costs in 2024 and (ii) lower operational scale during the initial phases of business development in 2025. For the remainder of fiscal year 2025, our selling and marketing expenses may fluctuate based on actual net sales and the timing and scope of marketing programs.

 

General and administrative expenses were $944,240, representing a decrease of 40.4% from $1,585,030 in the same period of 2024. The decrease was primarily due to our business transformation from hardware-focus to software-focus, along with the Company’s cost reduction efforts.

 

Research and development expenses were $47,419, representing an decrease of 58.1% from $113,294 in the same period of 2024. The research and development expenses incurred in 2025 were primarily used for software subscriptions and support costs. In the first quarter of 2025, we partnered with a new vendor to develop the “FiEE All-in-One Media Operations SaaS Platform” which is designed to provide content creation, multi-platform publishing, data analytics, and collaboration tools for media teams and individual creators.

 

Operating loss was $1,008,032, representing a reduction of loss by 73.2% comparing with the same period of 2024.

 

Net loss was $1,013,590, representing a reduction of loss by 72.9% comparing with the same period of 2024.

 

Diluted net loss per share was $0.2, representing a reduction of loss by 84.3% comparing with the same period of 2024.

 

Total cash and cash equivalents were $4,504,079, compared to $30,162 as of December 31, 2024.

 

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About FiEE, Inc.

 

FiEE, Inc. (NASDAQ:FIEE), formerly Minim, Inc., was founded in 1977. It has a historical track record of delivering comprehensive WiFi/Software as a Service platform in the market. After years of development, it made the strategic decision to transition to a Software First Model in 2024 to expand its technology portfolio and revenue streams. In 2025, FiEE, Inc. rebranded itself as a technology company leveraging its expertise in IoT, connectivity, and AI to explore new business prospects and extend its global footprint.

 

FiEE, Inc.’s services are structured into four key categories: Cloud-Managed Connectivity (WiFi) Platform, IoT Hardware Sales & Licensing, SAAS Solutions, and Professional To-C and To-B Services & Support. Notably, FiEE, Inc. has introduced its innovative Software as a Service solutions, which integrate its AI and data analytics capabilities into content creation and brand management. This initiative has led to the nurturing of a robust pool of KOLs on major social media platforms worldwide, assisting them in developing, managing, and optimizing their digital presence across global platforms. FiEE, Inc.’s services include customized graphics and posts, short videos, and editorial calendars tailored to align with brand objectives.

 

Forward-Looking Statements

 

In addition to historical information, this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward-looking statements, written, oral or otherwise made, represent the Company’s expectation or belief concerning future events. Without limiting the foregoing, the words “believes,” “expects,” “may,” “might,” “will,” “should,” “seeks,” “intends,” “plans,” “strives,” “goal,” “estimates,” “forecasts,” “projects” or “anticipates” or the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements included in this press release may include, among others, statements relating to (i) the future financial position and results of operations of the Company, (ii) our ability to successfully implement our strategic business transformation and (iii) our long-term growth objectives and opportunities.

 

By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statement. In addition, there may be other factors of which we are presently unaware or that we currently deem immaterial that could cause our actual results to be materially different from the results referenced in the forward-looking statements. All forward-looking statements contained in this press release are qualified in their entirety by this cautionary statement. Although we believe that our plans, intentions and expectations are reasonable, we may not achieve our plans, intentions or expectations. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements” included in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K and other risk factors described from time to time in subsequent quarterly reports on Form 10-Q or other subsequent filings. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

For investor and media inquiries, please contact:

Email: [email protected]

(financial tables follow)

 

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FIEE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED

BALANCE SHEETS

 

    June 30,
2025
(Unaudited)
    December 31,
2024
 
    $     $  
ASSETS                
Current assets                
Cash and cash equivalents     4,504,079       30,162  
Other receivable     519,822       -  
Prepaid expenses and other current assets     179,742       134,757  
Total current assets     5,203,643       164,919  
Property, equipment and software, net     268,416       119,871  
Operating lease right-of-use assets, net     59,236       -  
Intangible assets     1,269,658       -  
Deferred offering costs     150,000       -  
Other assets     99,664       22,245  
Total assets     7,050,617       307,035  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
Current liabilities                
Accounts payable     -       143,414  
Contract liabilities     1,468,346       -  
Other payables     1,527,933       -  
Accrued expenses and other current liabilities     756,732       293,613  
Convertible note payable to related party     305,425       -  
Current maturities of operating lease liabilities     58,801       -  
Total current liabilities     4,117,237       437,027  
Total liabilities     4,117,237       437,027  
                 
Stockholders’ equity (deficit)                
Preferred stock     1,639,779       1,639,779  
Common stock     62,244       37,138  
Additional paid-in capital     98,936,041       94,886,147  
Accumulated deficit     (97,707,603 )     (96,694,013 )
Accumulated other comprehensive income     2,919       957  
Total stockholders’ equity (deficit)     2,933,380       (129,992 )
Total liabilities and stockholders’ equity (deficit)     7,050,617       307,035  

 

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FIEE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS SHEETS

 

    Six Months ended  
    June 30,
2025
(Unaudited)
    June 30,
2024
 
    $     $  
Net sales     45,118       639,893  
Cost of sales     44,680       432,634  
Gross profit     438       207,259  
Operating expenses:                
Selling and marketing     16,811       66,171  
General and administrative     944,240       1,585,030  
Research and development     47,419       113,294  
Vendor liability forgiveness, net of asset transfers     -       2,200,929  
Total operating expenses     1,008,470       3,965,424  
Operating loss     (1,008,032 )     (3,758,165 )
                 
Other income (expense):                
Interest income (expense), net     (5,427 )     82  
Foreign currency exchange loss     (131 )     -  
Total other income (expense)     (5,558 )     82  
Loss before income taxes     (1,013,590 )     (3,758,083 )
Income tax benefit     -       (11,216 )
Net Loss     (1,013,590 )     (3,746,867 )
                 
Net loss per share:                
Basic and diluted     (0.20 )     (1.27 )
Basic and diluted weighted average common and common equivalent shares     5,090,949       2,946,355  

 

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