UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: _____________ to _____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12 (b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on which Registered | ||
| The |
Securities Registered Pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Based on the closing price as of June 30, 2023, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by nonaffiliates of the registrant was $
The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of July 25, 2025 was shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
FiEE, Inc., formerly known as Minim, Inc., (“Minim,” the “Company,” “we,” “our” and similar terms) is filing this Amendment No. 2 to the Company’s Annual Report on Form 10-K (the “Form 10-K/A”) for the year ended December 31, 2023 to amend and restate certain items presented in our Annual Report on Form 10-K for the year ended December 31, 2023 which was initially filed with the U.S. Securities and Exchange Commission (“SEC”) on April 12, 2024 (as amended on April 29, 2024, the “Original Form 10-K”). This amendment is limited in scope to make the following changes to the original filing:
| · | To amend Part II – Item 8. Financial Statements and Supplementary Data. |
| · | To amend Part IV - Item 15. Exhibits and Financial Statement Schedules to include currently dated (i) auditor consent, which is filed herewith as Exhibits 23.1 and (ii) 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-K/A contains our audited restated annual financial statements as of and for the year ended December 31, 2023. This Form 10-K/A includes a restatement of our consolidated balance sheet as of December 31, 2023 and the related consolidated statements of operations, and stockholders’ equity for the year then ended. There are no changes to the financial statements for the year ended December 31, 2022. This Form 10-K/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 financial statements as of and for the year ended December 31, 2023 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 fiscal year ended December 31, 2023 and should rely instead on this 10-K/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.
The outstanding shares of the Company’s common stock was incorrectly reported as 2,632,809 for the year ended December 31, 2023. The corrected number of outstanding shares of the Company’s common stock is reported in this Form 10-K/A as 2,789,020.
The error in the outstanding shares of the Company’s common stock did not impact the fiscal year ended December 31, 2022.
As a result of the restatement included herein, the Company is reporting herein 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 shares of the Company’s common stock reported as outstanding in the Original Form 10-K. Consequently, the Company is reporting herein weighted average shares of the Company’s common stock for the year ended December 31, 2023 of 2,038,461 and basic and diluted net loss per share of $8.65 per share, compared to the weighted average shares of Common Stock reported in the Original Form 10-K of 1,941,800 and basic and diluted net loss of $9.08 per share.
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ITEM 8 – CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Fiee, Inc. formerly known as Minim, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Fiee, Inc. formerly known as Minim, Inc. as of December 31, 2023, the related statements of operations, stockholders’ (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
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Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole10, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
During 2023 audit, we discovered that Minim has had continual problems in receiving accurate and detailed information from management at the outside contract warehouses where it stores the majority of its inventory. Inventory is a significant income-producing asset for the organization and we strongly suggest that procedures be implemented to ensure that accurate inventory information is received for financial reporting purposes. This presented us with a challenge in confirming the actual amounts of inventory that were being held at these contract warehouses.
| /s/ Beckles & Co | |
| We have served as the Company’s auditor since 2024 | |
| July 28, 2025 |
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FIEE, INC. (FORMERLY MINIM, INC.)
CONSOLIDATED BALANCE SHEETS
As of December 31, 2023 and 2022
| 2023 (Amended) |
2022 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance for doubtful accounts of $ |
||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Bank credit line | $ | $ | ||||||
| Accounts payable | ||||||||
| Current maturities of bridge loan agreement | ||||||||
| Current maturities of operating lease liabilities | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue, current | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, less current maturities | ||||||||
| Deferred revenue, noncurrent | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred Stock, Authorized: shares at $ par value; shares issued and outstanding | ||||||||
| Common Stock: Authorized: shares at December 31, 2023 and 2022, at $ par value; issued and outstanding: shares and shares at December 31, 2023 and 2022, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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FIEE, INC. (FORMERLY MINIM, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2023 and 2022
| 2023 (Amended) |
2022 | |||||||
| Net sales | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( |
) | ( |
) | ||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Interest expense | ( |
) | ( |
) | ||||
| Other, net | ( |
) | ||||||
| Total other income (expense) | ( |
) | ( |
) | ||||
| Loss before income taxes | ( |
) | ( |
) | ||||
| Income tax provision | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Basic and diluted net loss per share | $ | ) | $ | ) | ||||
| Weighted average common and common equivalent shares: | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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FIEE, INC. (FORMERLY MINIM, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2023 (Amended) and 2022
| Common Stock | Additional Paid-in |
Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Stock option exercises | ||||||||||||||||||||
| Common stock issued for vested restricted units | ( |
) | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance at December 31, 2022 | ( |
) | ||||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Common stock issued for vested restricted units | ( |
) | ||||||||||||||||||
| Shares issued in exchange for debt conversion | ||||||||||||||||||||
| Stock-Based Compensation | - | |||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( |
) | $ | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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FIEE, INC. (FORMERLY MINIM, INC.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Amended)
| (2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AMENDED) |
Loss Per Common Share
Basic loss per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect. Stock options that are antidilutive are excluded from the calculation.
Net loss per share for the year ended December 31, 2023 and 2022, respectively, are as follows:
| Years ended December 31, | ||||||||
2023 (Amended) | 2022 | |||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average common shares - basic | ||||||||
| Effect of dilutive common share equivalents | ||||||||
| Weighted average common shares - dilutive | ||||||||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | ||
Diluted loss per common share for the years ended December 31, 2023 and 2022 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 stock options.
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PART IV
Item 15. Exhibits and Consolidated Financial Statement Schedules
(a) (1) and (2). Financial Statements.
See Index to Financial Statements under Item 8 in Part II hereof where these documents are listed. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(a) (3). Exhibits.
The following is a list of exhibits:
ITEM 15 – EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES *
8
9
10
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| 21.1 | Subsidiaries (incorporated by reference to Exhibit 21.1 to the Form 10-K filed by the Company on April 12, 2024).* | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm (Beckles & Co).** | ||
| 31.1 | CEO Rule 13a-14(a)/15d-14(a) Certification.** | ||
| 31.2 | CFO Rule 13a-14(a)/15d-14(a) Certification.** | ||
| 32.1 | CEO Section 1350 Certification.**††† | ||
| 32.2 | CFO Section 1350 Certification.**††† | ||
| 97.1 | Minim, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed by the Company on April 12, 2024).* | ||
| 101.INS | Inline XBRL Instance Document.** | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.** | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.** | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.** | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.** | ||
| 101.PRE | Inline XBRL Taxonomy Extension 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. |
| ** | Filed herewith. |
| + | Management contract or compensatory plan, contract or arrangement. |
| † | Confidential portions of this exhibit have been redacted and filed separately with the SEC pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
| †† | Certain confidential portions of this exhibit were omitted because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
| ††† | This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. |
| †††† | The schedules and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIEE, INC. | ||
| (Registrant) | ||
| Date: July 28, 2025 | By: | /s/ Li Wai Chung |
| Li Wai Chung | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Li Wai Chung | Chief Executive Officer and President | July 28, 2025 | ||
| Li Wai Chung | (principal executive officer) | |||
| /s/ Yu Chao | Chief Financial Officer, Treasurer and Secretary | July 28, 2025 | ||
| Yu Cao | (principal financial and accounting officer) | |||
| /s/ David Lazar | Director | July 28, 2025 | ||
| David Lazar | ||||
| /s/ Hu Bin | Director | July 28, 2025 | ||
| Hu Bin | ||||
| /s/ David Natan | Director | July 28, 2025 | ||
| David Natan | ||||
| /s/ Chan Oi Fat | Director | July 28, 2025 | ||
| Chan Oi Fat |
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