UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ________ to ________
Commission File Number
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller Reporting Company | | |
| Emerging growth company | |
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
The number of shares outstanding of the registrant’s Common Stock, $0.01 par value, as of July 25, 2025, was shares.
EXPLANATORY NOTE
FiEE, Inc., formerly known as Minim, Inc., (“Minim”, the “Company”, “we”, “our” and similar terms) is filing this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q/A”) for the period ended September 30, 2024 to amend and restate certain items presented in our Quarterly Report on Form 10-Q for the period ended September 30, 2024 which was initially filed with the U.S. Securities and Exchange Commission (“SEC”) on November 19, 2024 (the “Original Form 10-Q”). This amendment is limited in scope to make the following changes to the original filing:
| ● | To amend Part I – Item 1. Financial Statements. |
| ● | To amend Part II - Item 6. Exhibits to include currently dated (certifications from the Company’s Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002, which certifications are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2. |
The Form 10-Q/A contains our unaudited restated quarterly financial statements as of and for the three and nine months ended September 30, 2024. This Form 10-Q/A includes a restatement of our consolidated balance sheet as of September 30, 2024 and the related consolidated statements of operations, and stockholders’ equity for the three and nine months then ended. There are changes to the financial statements for the year ended December 31, 2023. This Form 10-Q/A also includes amendments to: the Chief Executive Officer and Chief Financial Officer certifications in Exhibits 31.1, 31.2, 32.1 and 32.2 and the financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101.
This amendment has not been updated or amended to give effect to any subsequent events beyond those that existed as of the original filing date and should thus be read in conjunction with the original filing and any of the Company’s other filings with the SEC subsequent to the original filing, together with any amendments to those filings. Other than the filing of the information identified above, this amendment does not modify or update the disclosure in the original filing in any way.
Overview
The Audit Committee of the Company, after consultation with the Company’s management, concluded that the following financial statements for the period ended September 30, 2024 as previously filed by the Company with the SEC should no longer be relied upon due to errors in such financial statements relating to the recording and reporting of common stock shares outstanding, including earning per share.
Accordingly, investors should no longer rely upon the Company’s previously released financial statements for the period ended September 30, 2024 and should rely instead on the unaudited restated quarterly financial statements included in this Form 10-Q/A. The Company’s management identified an error in the shares of the Company’s common stock outstanding in the preparation of the Company’s financial statements for the fiscal year ended December 31, 2024.
For the fiscal year ended December 31, 2023, the outstanding shares of the Company’s common stock was incorrectly reported as 2,632,809. The corrected outstanding shares of the Company’s common stock is reported in this Form 10-Q/A as 2,789,020. For the period ended September 30, 2024, the outstanding shares of the Company’s common stock was incorrectly reported as 3,557,581. The corrected outstanding shares of the Company’s common stock is reported in this Form 10-Q/A as 3,713,792.
The error in the outstanding shares of the Company’s common stock did not impact the period ended September 30, 2023.
As a result of the restatement included herein, the Company is reporting 2,789,020 shares of the Company’s common stock outstanding for the year ended December 31, 2023, which is more than the 2,632,809 outstanding shares of the Company’s common stock reported in the Original Form 10-Q.
Consequently, the Company is reporting herein 3,713,792 shares of the Company’s common stock outstanding for the period ended September 30, 2024, which is more than the 3,557,581 shares of the Company’s common stock reported as outstanding in the Original Form 10-Q. Consequently, the Company is reporting herein weighted average common shares for the three months ended September 30, 2024 of 3,022,805 and basic and diluted net loss per share of $0.21 per share, compared to the weighted average common shares reported in the Original Form 10-Q of 2,866,594 and basic and diluted net loss of $0.22 per share. Consequently, the Company is reporting herein weighted average shares of the Company’s common stock for the nine months ended September 30, 2024 of 2,972,118 and basic and diluted net loss per share of $1.47 per share, compared to the weighted average shares of the Company’s common stock reported in the Original Form 10-Q of 2,815,907 and basic and diluted net loss of $1.55 per share.
PART I - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
FIEE, INC. (FORMERLY MINIM, INC.)
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
|
September 30, |
December 31, |
|||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance of doubtful accounts of $ |
||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Current maturities of operating lease liabilities | ||||||||
| Accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred Stock, authorized: shares at $ par value; shares issued and outstanding | ||||||||
| Common Stock, authorized: shares at $ par value; issued and outstanding: shares at September 30, 2024 and shares at December 31, 2023 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ equity (deficit) | ( |
) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
1
FIEE, INC. (FORMERLY MINIM, INC.)
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 (Amended) |
2023 | 2024 (Amended) |
2023 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ( |
) | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Vendor liability forgiveness, net of asset transfers | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income (expense), net | ( |
) | ( |
) | ||||||||||||
| Total other income (expense) | ( |
) | ( |
) | ||||||||||||
| Loss before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax expense (benefit) | ( |
) | ( |
) | ||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted weighted average common and common equivalent shares | ||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
2
FIEE, INC. (FORMERLY MINIM, INC.)
AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity (deficit)
(Unaudited)
For the Nine months ended September 30, 2024 (Amended)
| Preferred Stock | Common Stock | Additional Paid In |
Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Preferred stock issuance | - | |||||||||||||||||||||||||||
| Issuance of warrants | - | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
For the Nine months ended September 30, 2023
| Common Stock | Additional Paid In |
Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Common stock issued for vested restricted units | ( |
) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Common stock issued for vested restricted stock units | ( |
) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Common stock issued for vested restricted stock units | ( |
) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( |
) | $ | ||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
FIEE, INC. (FORMERLY MINIM, INC.)
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(Amended)
Net loss per share for the three and nine months ended September 30, 2024 and 2023, respectively, are as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2024 (Amended) |
September 30, 2023 |
September 30, 2024 (Amended) |
September 30, 2023 |
|||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Denominator: | ||||||||||||||||
| Weighted average common shares - basic | ||||||||||||||||
| Effect of dilutive common share equivalents | ||||||||||||||||
| Weighted average common shares - dilutive | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
Diluted loss per common share for the three and nine months ended September 30, 2024 and 2023 excludes the effects of and common share equivalents, respectively, since such inclusion would be anti-dilutive. The common share equivalents consist of shares of common stock issuable upon exercise of outstanding preferred stock, warrants, restricted stock units, and stock options.
4
| ITEM 6. | EXHIBITS |
| Exhibit No. | Exhibit Description | |
| 31.1 | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† | |
| 32.2 | CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference. |
| ** | Compensation Plan or Arrangement. |
| † | In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Form 10-Q/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
FIEE, INC. (Registrant) | ||
| Date: July 28, 2025 | By: | /s/ Li Wai Chung |
|
Li Wai Chung | ||
| Principal Executive Officer | ||
6