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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): May 29, 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, 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   MINM   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 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On May 29, 2025, FiEE, Inc. f/k/a Minim, Inc. (the "Company") received a letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq” or the “Exchange”) notifying the Company that the Nasdaq Hearing Panel (the “Panel”) has determined that the Company is in compliance with the Nasdaq Listing Rules and that trading in the Company’s securities will resume on the Exchange on June 2, 2025. Notwithstanding the Panel’s determination to resume trading of the Company’s securities on the Exchange, the Panel issued a public reprimand letter to the Company, pursuant to Nasdaq Listing Rule 5815(c)(1)(D), due to the Company’s failure to comply with Nasdaq Listing Rule 5635(b), which requires shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company (the “Change of Control Rule”). The Panel found that a change of control took place in connection with transactions that occurred in February 2025, and that the Company therefore violated the Change of Control Rule; however, the Panel determined that a public reprimand letter will serve as an appropriate resolution to that violation. The Panel acknowledged that the transaction had the support of the Company’s largest stockholder, and so had the Company sought stockholder approval, it would have been successful in obtaining it. The Panel also acknowledged that the Company, while still listed, was not trading on Nasdaq at the time of the transaction but rather trading in the OTC market, where stockholders do not ordinarily expect Nasdaq’s shareholder approval rules to apply. Therefore, the Panel did not find that the violation of the Change of Control Rule materially adversely affected shareholders’ interests.

 

Item 8.01Other Events.

 

On May 29, 2025, the Company received the Letter and, in reaching its determination that the Company is in compliance with the Nasdaq Listing Rules and that trading in the Company’s securities will resume on the Exchange, the Panel acknowledged that (i) the Company has since demonstrated compliance with Nasdaq Listing Rule 5550(b)(1), requiring minimum stockholders’ equity of $2,500,000, and (ii) the actions taken by the Company resolved the prior violations of Nasdaq Listing Rules 5635(c) and (d), requiring stockholder approval prior to certain issuances of securities. The Panel also determined that the violations were inadvertent and did not materially adversely affect stockholders’ interests.

 

A “Panel Monitor” has been implemented under Nasdaq Listing Rule 5815(d)(4)(A) for a period of one year from the date of the Letter. In the event that the Company becomes deficient with respect to any Nasdaq continued listing requirement, the Company will not be afforded the opportunity to submit a compliance plan for the Staff’s consideration and the Staff will issue a Staff Delisting Determination, following which the Company may request review by the Panel, at which the Company may present a compliance plan for the Panel’s consideration. In the event of a new hearing, any suspension or delisting action would be stayed pending the completion of the hearings process and the expiration of any additional extension period granted by the Panel following the hearing.

 

On May 30, 2025, the Company issued a press release announcing the receipt of the Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number   Description
99.1   Press Release of FiEE, Inc. dated May 30, 2025.
104   Cover Page Interactive Data (embedded within the Inline XBRL document).

 

1

 

 

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: June 4, 2025 By: /s/ Li Wai Chung
    Li Wai Chung
    Chief Executive Officer

 

2

 

Exhibit 99.1

 

FiEE, Inc. Announces Reinitiation of Trading on Nasdaq

 

May 30, 2025

 

Company will resume trading under its existing symbol “MINM”

 

Hong Kong, May 30, 2025 — FiEE, Inc. (“FiEE, Inc.” or the “Company”), a technology company integrating IoT, connectivity and AI to redefine brand management solutions in the digital era, is pleased to announce that following a hearing before the Nasdaq Hearings Panel (the “Panel”) on May 13, 2025, the Panel issued a decision on May 29, 2025, stating that Nasdaq will reinstate trading of the Company’s common stock on the Nasdaq Capital Market at the open of business on Monday, June 2, 2025 under the ticker symbol “MINM”.

 

Rafael Li, Chief Executive Officer of FiEE, commented, “We are honored to announce the reinitiation of trading of our common stock on Nasdaq, a significant milestone that reflects our unwavering commitment to operational excellence and strategic growth. We extend our sincere gratitude to the Nasdaq team for their prompt review and approval of our request, affirming our compliance with all applicable criteria for continued listing on the Nasdaq Capital Market.

 

FiEE, Inc. is currently undergoing a strategic transformation aimed at capitalizing on broader market opportunities. Central to this evolution is our integrated approach, where cyber-hardened IoT connectivity converges with AI-driven content creation and audience targeting. This synergy is designed to empower Key Opinion Leaders (KOLs) and brands to achieve accelerated growth and deeper audience engagement. Leveraging IoT-connectivity solutions, AI and big data analytics, we are capable of delivering intelligent, multimedia and multilingual content tailored to diverse audiences. Coupling with AI targeting analysis, we enhance audience targeting capabilities, ensuring effective content placement and personalized promotions.

 

As we advance, our focus remains on continuous innovation and strategic initiatives that drive long-term growth and shareholder value.”

 

 

 

 

About FiEE, Inc.

 

FiEE, Inc. (NASDAQ: MINM), 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 2023 to expand our technology portfolio and revenue streams. In 2025, FiEE, Inc. rebranded itself as a technology company leveraging the expertise in IoT, connectivity, and artificial intelligence (“AI”) to explore new business prospects and extend our global footprint.

 

Our 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, we have introduced our innovative Software as a Service (“SaaS”) solutions, which integrate our AI and data analytics capabilities into content creation and brand management. This initiative has led to the nurturing of a robust pool of Key Opinion Leaders (KOLs) on major social media platforms worldwide, assisting them in developing, managing, and optimizing their digital presence across global platforms. Our services include customized graphics and posts, short videos, and editorial calendars tailored to align with brand objectives.

 

Forward-Looking Statements
This communication contains forward-looking statements which include, but are not limited to, statements regarding the Company’s listing of its common stock on Nasdaq; the impact of the listing; the Company’s business strategy, including its strategic transformation; and the Company’s ability to drive long-term growth and shareholder value. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the Company to maintain compliance with the Nasdaq continued listing standards; the impact of fluctuations in global financial markets on the Company’s business and the actions it may take in response thereto; the Company’s ability to execute its plans and strategies; and the impact of government laws and regulations. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and elsewhere in the Company’s subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the U.S. Securities and Exchange Commission from time to time and available at www.sec.gov.

 

Media

[email protected]

Source: FiEE, Inc.