What changed in FiEE, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of FiEE, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+347 added−287 removedSource: 10-K (2026-03-20) vs 10-K (2024-12-31)
Top changes in FiEE, Inc.'s 2025 10-K
347 paragraphs added · 287 removed · 100 edited across 2 sections
- Item 7A. Quantitative and Qualitative Disclosures About Market Risk+256 / −230 · 60 edited
- Item 1A. Risk Factors+91 / −57 · 40 edited
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
40 edited+51 added−17 removed16 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
40 edited+51 added−17 removed16 unchanged
2024 filing
2025 filing
Biggest changeIn 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 the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. 9 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 ● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Biggest changeThe 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.
It is difficult for us to predict how long it will take or 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.
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.
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, ● 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.
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, 12 ● 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.
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 a seasoned issuer for the indefinite future.
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.
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 shareholders and could be at prices substantially below prices at which our shares currently trade.
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.
As a consequence of this enhanced risk, more risk-adverse 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.
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.
These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders 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.
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.
If our shareholders 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.
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.
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 shareholders.
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.
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.
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.
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.
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.
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 by us of acquired companies; ● 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.
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. 8 Our reliance on AI and data analytics exposes us to unique operational and ethical risks.
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 Section 404 compliance on an ongoing basis.
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.
Any determination to pay dividends in the future will be at the discretion of our board of directors. 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.
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 C ommon S tock, if a market ever does develop for it, could decline.
As a result, these shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions including business combinations.
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.
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.
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 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.
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.
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 shares at or above your purchase price, or at all, which may result in substantial losses to you.
The market price for our C ommon S tock is particularly volatile which could lead to wide fluctuations in our share price. You may be unable to sell your C ommon S tock at or above your purchase price, or at all, which may result in substantial losses to you.
A large portion of our common stock is held by a small number of shareholders, 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 David Lazar, our current sole director.
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.
If we are unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of our services, our ability to retain key personnel, and our business could be harmed. We may suffer from a lack of liquidity.
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.
Furthermore, any additional equity financing or purchases of additional shares of our common stock from these shareholders may further reduce the public float and liquidity of our common stock which can in turn affect the market price of our common stock.
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.
We anticipate that all or at least some or potentially all of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell or issue more common stock, any investors’ investment in the Company will be diluted.
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.
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.
In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. 7 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.
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. FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
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.
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.
Our C ommon S tock is subject to the application of the “ penny stock ” rules which could adversely affect the market price of our C ommon S tock and increase transaction costs to sell those shares.
If we are unable to complete acquisitions in the future, our ability to grow our business will be impaired. 5 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 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.
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 the additional shares of C ommon S tock could cause dilution as well as the value of our C ommon S tock to decline.
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.
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.
Complying with these reporting and other regulatory requirements are 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 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 expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we will 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.
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.
After the closing of the transactions under the Purchase Agreement on February 18, 2025, we have transitioned to becoming a digital service provider and our current business operations focus on integrating artificial intelligence and data analytics into content creation and brand management.
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.
We cannot make any predictions or projections as to what the prevailing market price for our common stock shares will be at any time, or as to what effect the sale of shares or the availability of common stock shares for sale at any time will have on the prevailing market price.
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. 13 Because we will likely issue additional shares of our C ommon S tock, investment in the C ompany could be subject to substantial dilution.
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.
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.
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.
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.
Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline. 10
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 C ommon S tock less attractive to investors.
We may fail to successfully execute our business plan. Our shareholders may lose their investment if we fail to execute our business plan. Our prospects must be considered in light of the certain risks and uncertainties, including but not limited to, competition and the ability to retain experienced personnel and general economic conditions.
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.
We cannot guarantee that we will be successful in executing our business plan. If we fail to successfully execute our business plan, our shareholders may lose their entire investment. The Company may suffer from lack of availability of additional funds.
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.
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. 6 We do not currently have an independent board of directors, or committees of the board of directors.
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. 9 The requirements of remaining a public company may strain our resources and distract our management, which could make it difficult to manage our business.
As a result, we may not be able to complete the assessment and remediation process on a timely basis.
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 our common stock is delisted, the market price of our shares will likely decline further and become more volatile, and our stockholders may find that their ability to trade in our stock will be adversely affected.
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 C ommon S tock is controlled by a small number of stockholders .
Removed
ITEM 1A. – RISK FACTORS Risks Related to Our Company After the cessation of our legacy business and since transitioning to new product offerings upon the closing of the Purchase Agreement, we do not have a significant revenue generating business.
Added
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.
Removed
However, as we are still in the early stages of our new business offerings as of April 10, 2025, we have had limited operations and have received limited revenue from our operations. As a result, it may be difficult for an investor to make a determination as to the possible success or failure of our business.
Added
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.
Removed
Our board of directors currently consists of one sole director, our former Chief Executive Officer, David Lazar, and we have determined that he is not considered “independent” under the definition set forth in the listing standards of the Nasdaq. We do not have a board of directors that consists of a majority of independent directors.
Added
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.
Removed
Nor have we established committees of the board of directors. However, we plan to establish an independent audit committee, compensation committee and nomination committee pursuant to the Nasdaq listing standards in connection with seeking re-listing on the Nasdaq.
Added
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.
Removed
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.
Added
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.
Removed
In the event that we determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected. 7 Risks Related to Our Common Stock We have not been in compliance with the Nasdaq’s requirements for continued listing and as a result our common stock has been suspended from trading on the Nasdaq, and in the future it may be delisted from trading on the Nasdaq, which has had and will continue to have a material effect on us and our stockholders.
Added
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.
Removed
We currently do not meet the Nasdaq’s Stockholders’ Equity Requirement and are suspended from trading on the Nasdaq.
Added
We may fail to execute our business plan successfully . Our stockholders may lose their investment if we fail to execute our business plan successfully.
Removed
Additionally, the Nasdaq, in its letter to us on April 7, 2025, also raised the Additional Deficiencies that we failed to comply with the Nasdaq’s shareholder approval requirements pursuant to the Nasdaq Listing Rule 5635 (b), (c) and (d) for the closing of the transactions under the Purchase Agreement, and that we do not currently comply with the Nasdaq’s majority independent board, independent audit committee, compensation committee and nomination committee requirements as set forth in the Nasdaq Listing Rule 5605(b)(1), 5605(c)(2), 5605(d)(2) and 5605(e), respectively.
Added
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.
Removed
There can be no assurance whether or when the suspension of trading on the Nasdaq will be lifted. If our common stock is delisted, there can be no assurance whether or when it would again be listed for trading on the Nasdaq or any other exchange.
Added
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.
Removed
Furthermore, institutions whose charters do not allow them to hold securities in unlisted companies might sell our shares, which could have a further adverse effect on the price of our stock.
Added
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.
Removed
In addition, our ability to hire and retain key personnel and employees may be adversely affected by volatility or reductions in the price of our common stock, since these employees are generally granted equity-based awards. We have previously experienced and may continue to experience employee attrition and difficulty attracting talent as a result of these issues.
Added
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.
Removed
We may not be successful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs, nor may we be successful in keeping the qualified personnel we currently have. Our common stock currently trades on the Pink Tier of OTC Markets and investors may have difficulty buying and selling our shares or obtaining market quotations for them.
Added
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.
Removed
Our common stock currently trades on the Pink Tier of OTC Market Group LLC’s Marketplace. The Company plans to update its symbol, pending FINRA’s update of our name in its records. The OTC Market is a network of security dealers who buy and sell stock.
Added
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.
Removed
The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information.
Added
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.
Removed
The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. A large portion of our common stock is controlled by a small number of shareholders.
Added
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.
Removed
If dilution occurs, any investment in our common stock could seriously decline in value. 8 Our common stock constitutes restricted securities and is subject to limited transferability. All of our common stock shares, should be considered a long-term, illiquid investment. In addition, our common stock, is not registered under any state securities laws that would permit their transfer.
Added
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.
Removed
Because of these restrictions and the absence of an active trading market for our securities, a stockholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation. Our common stock price may decrease due to factors beyond our control.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
60 edited+196 added−170 removed30 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
60 edited+196 added−170 removed30 unchanged
2024 filing
2025 filing
Biggest changeCONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2024 and 2023 2024 2023 Cash flows provided by (used in) operating activities: Net loss $ (4,224,278 ) $ (17,633,924 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 347,671 612,138 Amortization of right-of-use assets 22,512 150,968 Amortization of debt issuance costs - 29,845 Stock-based compensation 897,163 279,395 Provision for (recovery of) credit losses (312,983 ) 174,652 Vendor liability forgiveness, net of asset transfers 2,200,929 - Changes in operating assets and liabilities: Accounts receivable 1,014,360 1,882,377 Inventories 404,299 15,462,559 Prepaid expenses and other current assets (98,990 ) 324,963 Other assets 33,384 53,458 Accounts payable (3,249,333 ) 8,306,503 Accrued expenses (784,230 ) (3,237,131 ) Deferred revenue - (1,405,280 ) Operating lease liabilities (22,512 ) (150,968 ) Net cash provided by (used in) operating activities (3,772,008 ) 4,849,555 Cash flows provided by (used in) investing activities: Purchases of equipment - (162,270 ) Sales or property and equipment 11,642 Certification costs incurred and capitalized - (219,595 ) Net cash provided by (used in) investing activities 11,642 (381,865 ) Cash flows provided by (used in) financing activities: Net repayment on the bank credit line - (4,788,478 ) Proceeds from preferred stock issuance 3,081,206 - Net cash provided by (used in) financing activities 3,081,206 (4,788,478 Net change in cash, cash equivalents, and restricted cash (679,160 ) (320,788 ) Cash, cash equivalents, and restricted cash - Beginning 709,322 1,030,110 Cash, cash equivalents, and restricted cash - Ending $ 30,162 $ 709,322 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ - $ 238,329 Income taxes $ 11,125 $ 42,619 The accompanying notes are an integral part of these consolidated financial statements.
Biggest changeAND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 and 2024 2025 2024 Cash flows from operating activities: Net income (loss) $ 1,072,434 $ (4,224,278 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 441,434 347,671 Amortization of right-of-use assets 49,912 22,512 Non-cash interest expense 8,953 - Stock-based compensation 122,667 897,163 Issuance of warrants for service 1,074,716 - Loss on disposal of fixed assets 6,613 - Provision for accounts receivable allowances - (312,983 ) Vendor liability forgiveness, net of asset transfers - 2,200,929 Changes in operating assets and liabilities: Accounts receivable (588,915 ) 1,014,360 Other receivable (1,145,125 ) - Inventories - 404,299 Prepaid expenses and other current assets (26,737 ) (98,990 ) Other assets (59,435 ) 33,384 Accounts payable 217,927 (3,249,333 ) Contract liabilities 1,497,721 - Income tax payable 446,666 - Accrued expenses and other current liabilities 568,354 (784,230 ) Operating lease liabilities (50,565 ) (22,512 ) Net cash provided by (used in) operating activities 3,636,620 (3,772,008 ) Cash flows from investing activities: Purchase of property, equipment and software (186,095 ) - Sales or property and equipment - 11,642 Asset acquisition - Yixuntong (Note 4) (1,200,000 ) - Asset acquisition - HGK, net of cash acquired (Note 4) (3,487,304 ) - Net cash (used in) provided by investing activities (4,873,399 ) 11,642 Cash flows from financing activities: Proceeds from preferred stock issuance - 3,081,206 Proceeds from the issuance of common stock 4,000,000 - Proceeds from the issuance of convertible note 300,000 - Net cash provided by financing activities 4,300,000 3,081,206 Effect of foreign exchange rate changes on cash (8,922 ) - Net change in cash 3,054,299 (679,160 ) Cash - Beginning 30,162 709,322 Cash - Ending $ 3,084,461 $ 30,162 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ - $ - Income taxes $ - $ 11,125 Supplemental disclosures of non-cash investing and financing activities: Non-cash common stocks issued that were recognized in deferred offering costs $ 150,000 $ - Settlement of convertible note to equity $ 308,953 $ - Obtaining right-of-use assets in exchange for operating lease liability $ 82,600 $ - Purchase of property, equipment and software through increase in other payables $ 89,354 $ - Asset acquisition through increase in other payables $ 204,969 $ - The accompanying notes are an integral part of these consolidated financial statements.
F-21 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.
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.
The Company’s consolidated financial statements as of December 31, 2024, 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.
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.
In addition, the Company agreed to pay certain vendors an additional $0.4 million contingent upon successful collection of customer receivables. After the collection of customer receivables, the contingent amount was amended to $ 0.3 million during the period ended September 30, 2024. In July 2024, the Company paid the contingent amount of $ 0.3 million to its vendors.
In addition, the Company agreed to pay certain vendors an additional $0.4 million contingent upon successful collection of customer receivables. After the collection of customer receivables, the contingent amount was amended to $ 0.3 million during the period ended June 30, 2024. In July 2024, the Company paid the contingent amount of $ 0.3 million to its vendors.
F-14 Transaction Price Allocated to the 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.
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.
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”).
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”).
(b) Commitments 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.
(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.
If either or both of the 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 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.
These costs include sales commissions on software maintenance 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.
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.
In aggregate, the executed release agreements resulted in a reduction of outstanding accounts payable obligations by $3.6 million from $5.0 million to $1.4 million. The executed release agreements became effective and are contingent upon payment of the $ 1.4 million negotiated amounts received during the period of Q1 2024.
In aggregate, the executed release agreements resulted in a reduction of outstanding accounts payable obligations by $3.6 million from $5.0 million to $1.4 million. The executed release agreements became effective and are contingent upon payment of the $ 1.4 million negotiated amounts received during the period of the first quarter of 2024.
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 two million 2,000,000 shares of the Company’s preferred stock, $ 0.001 par value per share (the “Preferred Stock”), at a price per share of $ 1.40 , for an aggregate purchase price of $ 2,800,000 , subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act of 1933, as amended, and Regulation S thereunder.
(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 2,000,000 shares of the Company’s preferred stock, $ 0.001 par value per share (the “Preferred Stock”), at a price per share of $ 1.40 , 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.
The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware.
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.
In the ordinary course of their business, the Company and its subsidiaries are 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.
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.
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 consolidated balance sheets. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less.
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.
F-19 ( 7) COMMITMENTS AND CONTINGENCIES (a) Contingencies The Company is a 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.
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.
F-20 (c) 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 Q4 2023 who comprised $ 5.0 million of outstanding accounts payable as of December 31, 2023.
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 $ 5.0 million of outstanding accounts payable as of December 31, 2023.
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, par value $0.01 per share (“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 the Nasdaq and (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the increase in authorized shares of Preferred Stock to 10,000,000.
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 10,000,000 .
We determined that there are no critical audit matters. /s/ Beckles & Co (PCAOB ID 7116 ) We have served as the Company’s auditor since 2024. West Palm Beach, FL April 9, 2025 400 Columbia Drive, Suite 101 West Palm Beach, FL 33409 Ph.561 689-4093 Fax: 954 827-0968 F-2 FiEE, INC. f/k/a Minim, Inc.
We determined that there are no critical audit matters. /s/ Beckles & Co (PCAOB ID 7116 ) We served as the Company’s auditor from 2024 to 2025. West Palm Beach, FL 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.
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. The Company expenses its legal fees as 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.
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. Foreign Currencies The Company’s reporting currency is the U.S. dollar.
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.
ITEM 7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required. 19 ITEM 8 – CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FiEE, INC. f/k/a Minim, Inc.
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 Page Report of Independent Registered Public Accounting Firm (PCAOB ID 7116) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 F-4 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6 Notes to Consolidated Financial Statements F-7 – F-27 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the board of directors of FiEE, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES Page Report of Independent Registered Public Accounting Firm (PCAOB ID 1195 ) F-2 – F-4 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 – F-29 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the board of directors of FiEE, Inc.
Revenue attributable to hardware products bundled with SaaS offerings are recognized at the time control of the product transfers 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.
These judgments, estimates and assumptions made by the Company include, but are not limited to revenue recognition, expected credit losses; contract liabilities (sales returns); valuation allowance for deferred income tax assets; write-downs of inventory for slow-moving and obsolete items and stock-based compensation.
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.
F-7 Liquidity The Company’s operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations.
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.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents 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.
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 no cash equivalents.
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.
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.
Additionally, the Company was required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments. Following the Company’s agreement with Motorola Mobility LLC on January 22, 2024, the Company’s quarterly royalty payments, in addition to current and future obligations, were satisfied in exchange for certain assets of the Company.
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.
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. F-9 Intangible Asset and Long-Lived Assets Intangible asset is comprised of purchased technology (web domain).
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.
Income Taxes We compute deferred income taxes based on the differences between the financial statement and tax basis of assets and liabilities using enacted rates in effect in the years in which the differences are expected to reverse.
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.
Federal $ - $ - $ - State and local 16,623 - 16,623 Foreign 25,996 - 25,996 $ 42,619 $ - $ 42,619 Year Ended December 31, 2024: U.S.
Federal $ - $ - $ - State and local - - - Foreign 448,204 - 448,204 $ 448,204 $ - $ 448,204 Year Ended December 31, 2024: U.S.
The Company’s intangible asset is amortized using the straight-line method over their estimated useful life. The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.
The estimated useful life of the Company’s intangible assets is 3 years. 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.
Recently Issued Accounting Standards The FASB also issued ASU 2023-07: Segment Reporting Topic 280 - Improvements to Reportable Segment Disclosures. This update requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.
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.
Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of FiEE, Inc. f/k/a Minim, Inc.
Irvine, California 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.
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.
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.
We recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position.
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.
Net loss per share for the year ended December 31, 2024 and 2023, respectively, are as follows: Schedule of net income (loss) per share Years ended December 31, 2024 2023 Numerator: Net loss $ (4,224,278 ) $ (17,633,924 ) Denominator: Weighted average common shares - basic 3,159,061 2,038,461 Effect of dilutive common share equivalents - - Weighted average common shares - dilutive 3,159,061 2,038,461 Basic and diluted net loss per share $ (1.34 ) $ (8.65 ) Diluted loss per common share for the years ended December 31, 2024 and 2023 excludes the effects of 5,536,126 and 0 common share equivalents, respectively, since such inclusion would be anti-dilutive.
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) $ 1,072,434 $ (4,224,278 ) Less: Preferred stock dividend declared - - Income (loss) available for distribution 1,072,434 $ (4,224,278 ) Less: Income allocated to participating securities (391,125 ) - Net income (loss) available to common stockholders $ 681,309 (4,224,278 ) Weighted average basic shares outstanding 5,622,077 3,159,061 Basic earnings (loss) per common share $ 0.12 $ (1.34 ) Diluted earnings per common share: Net income (loss) available to common stockholders $ 681,309 $ (4,224,278 ) Weighted average basic shares outstanding $ 5,622,077 3,159,061 Dilutive effect related to warrants 1,370,399 - Dilutive effect related to restricted stocks with service conditions 88,157 - Weighted average diluted shares outstanding $ 7,080,633 3,159,061 Diluted earnings (loss) per common share $ 0.10 $ (1.34 ) Diluted loss per common share for the year ended December 31, 2025 and 2024 excludes the effects of 3,227,500 and 5,536,126 common share equivalents respectively, since such inclusion would be anti-dilutive.
In January 2025 , the Financial Accounting Standards Board (FASB) issued ASU 2025 - 01 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40): Clarifying the Effective Date, which provides clarification regarding the effective date for implementing the expense disaggregation disclosures outlined in ASU 2024 - 03 .
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”).
F-16 Intangible Assets Intangible assets consisted of the following at December 31, 2024 and 2023: Schedule of intangible assets Estimated As of December 31, 2024 As of December 31, 2023 Useful Gross Gross Life Carrying Accumulated Carrying Accumulated (in years) Amount Amortization Net Amount Amortization Net Customized internal use software 2.5 $ - $ - $ - $ - $ - $ - Acquired web domain 5.0 - - - 86,732 (53,485 ) 33,247 $ - $ - $ - $ 86,732 $ (53,485 ) $ 33,247 Amortization expense was $ 33 thousand and $ 40 thousand in the years ended December 31, 2024 and 2023, respectively.
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 $ 3,811,598 $ (281,763 ) $ 3,529,835 $ - $ - $ - $ 3,811,598 $ (281,763 ) $ 3,529,835 $ - $ - $ - Amortization expense was $ 282 thousand and $ 33 thousand in the years ended December 31, 2025 and 2024, respectively.
The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s primary operation is in the United States, and it has derived substantially all of its revenue from sales to customers in the U.S.
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.
Federal $ - $ - $ - State and local 11,216 - 11,216 Foreign - - - $ 11,216 $ - $ 11,216 The principal components of deferred tax assets, net, were as follows at December 31: Schedule of deferred tax assets 2024 2023 Deferred income tax assets: Capitalized research and development $ - $ - Inventories - 550,023 Accounts receivable - 261,564 Accrued expenses - 29,414 Net operating loss and tax credit carry forwards 14,629,440 19,244,464 Plant and equipment - 85,332 Stock compensation - - Other – interest expense - 293,932 Total deferred income tax assets 14,629,440 20,464,729 Valuation allowance (14,629,440 ) (20,464,729 ) Net deferred tax assets $ - $ - F-24 As of December 31, 2024, the Company had Federal net operating loss carry forwards of approximately 70 million, which are available to offset future taxable income.
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 14,327,056 14,629,440 Stock compensation 25,762 - Total deferred income tax assets 14,352,818 14,629,440 Valuation allowance (14,352,818 ) (14,629,440 ) Net deferred tax assets $ - $ - As of December 31, 2025, the Company had Federal net operating loss (“NOL”) carryforwards of approximately 68.2 million, which are available to offset future taxable income.
At December 31, 2024, the Company did not have outstanding accounts receivable from its customers. At December 31, 2023, one customer with an accounts receivable balance of 10% or greater individually accounted for 96% of the Company’s accounts receivable.
Other than this customer, the Company did not have sales or outstanding accounts receivable balance that accounted for 10% or greater individually of the Company’s total revenues and accounts receivable, respectively. The Company’s primary customers for the year ended December 31, 2025 are artists.
This update will be effective for fiscal years beginning after December 15, 2023, and is to be applied retrospectively to all periods presented in the financial statements. The Company believes the adoption of ASU 2023-07 will not have a material impact on the consolidated financial statements.
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.
CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2024 and 2023 2024 2023 Net sales $ 639,893 $ 26,106,271 Cost of goods sold 432,634 25,635,383 Gross profit 207,259 470,888 Operating expenses: Selling and marketing 66,171 9,472,527 General and administrative 2,062,441 4,758,357 Research and development 113,294 3,446,595 Vendor liability forgiveness, net of asset transfers 2,200,929 - Total operating expenses 4,442,835 17,677,479 Operating loss (4,235,576 ) (17,206,591 ) Other income (expense): Interest income 82 2,554 Interest expense - (385,952 ) Other, net - (1,316 Total other income (expense) 82 (384,714 ) Loss before income taxes (4,235,494 ) (17,591,305 ) Income tax provision 11,216 42,619 Net loss $ (4,224,278 ) $ (17,633,924 ) Basic and diluted net loss per share $ (1.34 ) $ (8.65 ) Weighted average common and common equivalent shares: Basic and diluted 3,159,061 2,038,461 The accompanying notes are an integral part of these consolidated financial statements.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2025 and 2024 2025 2024 Revenues $ 6,193,616 $ 639,893 Cost of revenues 840,018 432,634 Gross profit 5,353,598 207,259 Operating expenses: Selling and marketing 418,011 66,171 General and administrative 3,337,649 2,062,441 Research and development 47,419 113,294 Vendor liability forgiveness, net of asset transfers - 2,200,929 Total operating expenses 3,803,079 4,442,835 Operating income (loss) 1,550,519 (4,235,576 ) Other income (expense): Interest income (expense), net (8,953 ) 82 Foreign currency exchange loss (14,315 ) - Other, net (6,613 ) Total other income (expense) (29,881 ) 82 Income (loss) before income taxes 1,520,638 (4,235,494 ) Income tax expense (benefit) 448,204 (11,216 ) Net income (loss) $ 1,072,434 $ (4,224,278 ) Allocation to participating preferred stock (391,125 ) - Net Income (loss) attributable to common stockholders 681,309 (4,224,278 ) Basic earnings (loss) per common share 0.12 (1.34 ) Diluted earnings (loss) per common share $ 0.10 $ (1.34 ) Weighted-average number of common shares outstanding: Basic 5,622,077 3,159,061 Diluted 7,080,633 3,159,061 Net income (loss) $ 1,072,434 $ (4,224,278 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment (9,400 ) - Total comprehensive income (loss) $ 1,063,034 $ (4,224,278 ) The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEETS As of December 31, 2024 and 2023 2024 2023 ASSETS Current assets Cash and cash equivalents $ 30,162 $ 709,322 Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 312,983 as of December 31, 2024 and, 2023, respectively - 701,377 Inventories, net - 9,952,647 Prepaid expenses and other current assets 134,757 35,768 Total current assets 164,919 11,399,114 Equipment, net 119,871 432,505 Operating lease right-of-use assets - 22,512 Intangible assets, net - 33,247 Other assets 22,245 472,587 Total assets $ 307,035 $ 12,359,965 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities Accounts payable $ 143,414 $ 11,143,693 Accrued expenses 293,613 1,077,843 Current maturities of operating lease liabilities - 22,512 Total current liabilities 437,027 12,244,048 Commitments and Contingencies (Note 7) Stockholders’ equity Preferred Stock, Authorized: 3,000,000 shares at $ 0.001 par value; issued and outstanding: 2,305,357 shares and 0 shares at December 31, 2024 and 2023, respectively. 1,639,779 - Common Stock: Authorized: 60,000,000 shares at December 31, 2024 and 2023, at $ 0.01 par value; issued and outstanding: 3,713,792 shares and 2,789,020 shares at December 31, 2024 and 2023, respectively 490,145 480,897 Additional paid-in capital 94,433,140 92,103,798 Accumulated deficit (96,693,056 ) (92,468,778 ) Total stockholders’ (deficit) equity (129,992 ) 115,917 Total liabilities and stockholders’ equity $ 307,035 $ 12,359,965 The accompanying notes are an integral part of these consolidated financial statements.
AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2025 and 2024 2025 2024 ASSETS Current assets Cash $ 3,084,461 $ 30,162 Accounts receivable 2,110,715 - Other receivable 1,217,692 - Prepaid expenses and other current assets 199,309 134,757 Total current assets 6,612,177 164,919 Property, equipment and software, net 366,439 119,871 Intangible assets 3,529,835 Operating lease right-of-use assets, net 31,004 - Other assets 231,680 22,245 Total assets $ 10,771,135 $ 307,035 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 511,206 $ 143,414 Contract liabilities 1,497,721 - Accrued expenses and other current liabilities 1,169,737 293,613 Income tax payables 972,743 Current maturities of operating lease liabilities 30,350 - Total current liabilities 4,181,757 437,027 Total liabilities 4,181,757 437,027 Commitments and Contingencies (Note 7) Stockholders’ equity (deficit) Preferred Stock, authorized: 10,000,000 shares at $ 0.001 par value, including 3,000,000 shares designated as Series A Convertible Preferred Stock at $ 0.001 par value; 2,305,357 Series A shares issued and outstanding at December 31, 2025 and 2024, respectively. 1,639,779 1,639,779 Common Stock, authorized: 60,000,000 shares at $ 0.01 par value; issued and outstanding: 7,934,122 shares at December 31, 2025 and 3,713,792 shares at December 31, 2024, respectively 79,341 37,138 Additional paid-in capital 100,500,280 94,886,147 Accumulated deficit (95,621,579 ) (96,694,013 ) Accumulated other comprehensive (loss) income (8,443 ) 957 Total stockholders’ equity (deficit) 6,589,378 (129,992 ) Total liabilities and stockholders’ equity (deficit) $ 10,771,135 $ 307,035 The accompanying notes are an integral part of these consolidated financial statements.
The components of lease costs were as follows: Schedule of components of lease costs Years ended December 31, 2024 2023 Operating lease costs $ 22,512 $ 155,379 Short-term lease costs 14,050 41,550 Total lease costs $ 36,562 $ 196,929 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, 2024 2023 Operating leases: Weighted average remaining lease term (years) - 0.4 Weighted average discount rate - % 4.2 % Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Schedule of supplemental cash flow information related to operating leases Years ended December 31, 2024 2023 Operating cash flow information: Amounts included in measurement of lease liabilities $ 22,512 $ 150,968 Non-cash activities: ROU asset obtained in exchange for lease liability $ - $ - As of December 31, 2024, the Company has no operating leases.
The components of lease expenses were as follows: Schedule of components of lease costs Years ended December 31, 2025 2024 Operating lease costs $ 51,978 $ 22,512 Short-term lease costs - 14,050 Total lease costs $ 51,978 $ 36,562 Cash paid for amounts included in the measurement of lease liabilities 57,786 22,512 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) 0.51 0.0 Weighted average discount rate 4.63 % 0.0 % The Company leased office space from an affiliate entity owned by the Company’s former Chairman of the Board.
A valuation allowance has been established for the full amount of net deferred income tax assets as management has concluded that it is more likely than no t that the benefits from such assets will not be realized.
These NOL carryforwards expire in varying amounts beginning in 2026 through 2045. The Company has recorded a full valuation allowance against its deferred tax assets, as management has determined that it is more likely than not that the tax benefits associated with these deferred tax assets will not be realized.
The Company is evaluating the effect that ASU 2023 - 09 will have on its financial statements and disclosures. In March 2024 , the Financial Accounting Standards Board (FASB) issued ASU 2024 - 03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses.
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.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT ) Years Ended December 31, 2024 and 2023 Preferred Stock Common Stock Additional Paid In Accumulated Shares Amount Shares Amount Capital Deficit Total Balance at December 31, 2022 - $ - 1,877,970 $ 469,492 $ 90,710,030 $ (74,834,854 ) $ 16,344,668 Net loss - - - - - (17,633,924 ) (17,633,924 ) Stock option exercises - - 176,707 4,062 (4,062 ) - - Common stock issued in exchange for debt conversion - - 734,343 7,343 1,118,435 - 1,125,778 Stock-based compensation - - - - 279,395 279,395 Balance at December 31, 2023 - - 2,789,020 480,897 92,103,798 (92,468,778 ) 115,917 Net loss - - - - - (4,224,278 ) (4,224,278 ) Preferred stock issuance 2,305,357 1,639,779 - - - - 1,639,779 Issuance of warrants - - - - 1,441,427 - 1,441,427 Stock-based compensation - - 924,772 9,248 887,915 - 897,163 Balance at December 31, 2024 2,305,357 $ 1,639,779 3,713,792 $ 490,145 $ 94,433,140 $ (96,693,056 ) $ (129,992 ) The accompanying notes are an integral part of these consolidated financial statements.
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 - $ - 2,789,020 $ 27,890 $ 92,556,805 $ (92,469,735 ) $ 957 $ 115,917 Net loss - - - - - (4,224,278 ) - (4,224,278 ) Preferred stock issuance 2,305,357 1,639,779 - - - - - 1,639,779 Issuance of warrants - - - - 1,441,427 - - 1,441,427 Stock-based compensation - - 924,772 9,248 887,915 - - 897,163 Balance at December 31, 2024 2,305,357 $ 1,639,779 3,713,792 $ 37,138 $ 94,886,147 $ (96,694,013 ) $ 957 $ (129,992 ) Net income - - - - - 1,072,434 - 1,072,434 Foreign currency translation - - - - - - (9,400 ) (9,400 ) Issuance of warrants for service - - - - 1,074,716 - - 1,074,716 Stock-based compensation - - - - 122,667 - - 122,667 Common Stock Issuance - - 2,582,169 25,822 4,124,178 - - 4,150,000 Conversion of Convertible Note - - 1,235,814 12,358 296,595 - - 308,953 Warrants exercised - - 402,347 4,023 (4,023 ) - - - Balance December 31, 2025 2,305,357 $ 1,639,779 7,934,122 $ 79,341 $ 100,500,280 $ (95,621,579 ) $ (8,443 ) $ 6,589,378 The accompanying notes are an integral part of these consolidated financial statements.
We establish a valuation allowance to offset temporary deductible differences, net operating loss carryforwards and tax credits when it is more likely than not that the deferred tax assets will not be realized.
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 designed and manufactured products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices. Our former AI-driven cloud software platform and applications made network management and security simple for home and business users, as well as the service providers that assisted them.
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.
In 2023 , the FASB issued ASU 2023 - 09 , Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures. This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This update is required to be effective for the Company for fiscal years beginning after December 15, 2024 .
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.
As of December 31, 2024, the Company has fully amortized its intangible asset. Leases The Company determines if an arrangement is a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset.
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.
Depreciation is generally computed using the straight-line method based on the estimated useful lives of the assets, 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.
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.
Purchasers also purchased certain receivables that the Company owed to Seller (the “Lazar Receivables”). The purchase price for the Securities and the Lazar Receivables was $ 500,000 .
The aggregate purchase price for the Securities and the Lazar Receivables was $500,000, of which $300,000 was directed by Seller to be paid to the Company in exchange for a convertible note (see Note 9).
During the year ended December 31, 2024, the Company incurred a net loss of $4.2 4,224,278 million, and used cash in operations of $4.2 3,772,008 million, which was offset by $ 3.5 million in combined generation of cash from financing activities.
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 and an increase in cash of $3.1 million.
Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term.
Lease obligations and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term.
F-6 FiEE, INC. f/k/a Minim, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2024 and 2023 (1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION FiEE, Inc. (formerly, Minim, Inc.) and its wholly owned subsidiaries, MME Sub 1 LLC, Cadence Connectivity, Inc., MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as “FiEE” or the “Company”.
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.
The standard is effective for fiscal years beginning after December 15, 2024 , with early adoption permitted. We are currently assessing the impact of ASU 2024-03 on our financial statement disclosures.
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.
Private Placement and Securities Purchase Agreement On February 18, 2025, the Company entered into, and simultaneously closed the transactions under, that certain Amended and Restated Securities Purchase Agreement (“Purchase Agreement”) among Cao Yu, Hu Bin, and Youxin Consulting Limited, a Hong Kong company (collectively, the “Purchasers”), David Lazar (“Seller”) and the Company, whereby Seller sold to the Purchasers (a) sold to the Purchasers (i) 2,219,447 shares of Series A Convertible Preferred Stock, $0.001 par value per share (“Seller Preferred Stock”), and (ii) a warrant to purchase up to an additional 2,800,000 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein (the “Warrant”, and together with the Seller Preferred Stock, the “Securities”), and (b) granted Youxin Consulting Limited a power of attorney over 2,656,980 shares of common stock, $0.001 par value per share and 85,910 shares of Series A Convertible Preferred Stock, $0.001 par value per share).
Pursuant to the February 18, 2025 SPA and its amendment, Seller, a former director and officer of the Company, sold to the Purchasers (i) 2,219,447 shares of 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 Seller associated with the transaction (the “Lazar Receivables”).
Removed
The Company formerly delivered intelligent networking products that reliably and securely connected homes and offices around the world. We were the exclusive global license holder to the Motorola brand for home networking hardware until 2023.
Added
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”).
Removed
Merger Agreement with e2 Companies, LLC On March 12, 2024, the “Company”, and its wholly owned subsidiary, MME Sub 1 LLC, a Florida limited liability company (“Merger Sub”), formed in March 2024, entered into an Agreement and Plan of Merger (“Merger Agreement”) with e2Companies LLC, a Florida limited liability company (“e2Companies”).
Added
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.
Removed
The Merger Agreement did not close by the end date, and as such, by the terms of the agreement, in July 2024 it terminated of its own accord. Going Concern The Company’s consolidated financial statements as of December 31, 2024 were prepared under the assumption that the Company will continue as a going concern.
Added
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.
Removed
The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, as of December 31, 2024, substantial doubt exists about the Company’s ability to continue as a going concern.
Added
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.
Removed
The Company has incurred recurring losses and negative cash flows from operations, and 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 or contain expenditures and increase revenues.
Added
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.
Removed
As of December 31, 2024, the Company had cash and cash equivalents of $30 30,162 thousand and during the year ended December 31, 2024, the Company recorded a net loss of $4.2 million. The Company will require additional liquidity to continue operations beyond the next 12 months.
Added
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.
Removed
The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include but are not limited to equity offerings, debt financings, and cost reductions. However, given a variety of external factors, the Company may not be able to access further equity or debt financing when needed.
Added
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.
Removed
The Company may engage in cost-cutting measures in an attempt to extend its cash resources. The Company may explore sale or merger of its operations. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.
Added
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.
Removed
As referred in Note 12 on March 25, 2025, the Company entered into a non-binding letter of intent (“LOI”) with Hongyan Sun and Lin Lin (collectively, the “Sellers”), pursuant to the terms of which the Sellers will transfer 100% of their equity interests in Suzhou Yixuntong Network Technology Co., Ltd. (“Target Company”) to the Company (the “Potential Transaction”).
Added
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.
Removed
Upon the signing of this LOI, the Target Company and the Sellers shall (i) grant the access of the Target Company’s service ports to the Company; (ii) connect the Company to the Target Company’s Software as a Service platform; (iii) and work with the Company to ensure it can carry out the Multi-Channel Network business in the second quarter of 2025.
Added
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.
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