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0001467761
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2026-03-20
2026-03-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2026
FiEE, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-37649 |
|
04-2621506 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong 00000
(Address of principal executive offices, including zip code)
852-28166813
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
|
FIEE |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On March 20, 2026, FiEE, Inc.
(the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31,
2025. A copy of the Company’s press release is furnished as Exhibit 99.1.
The information furnished under
Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
|
Description |
| 99.1 |
|
Press release of FiEE, Inc., dated March 20, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FIEE, INC. |
| |
|
|
| Date: March 20, 2026 |
By: |
/s/ Li Wai Chung |
| |
|
Li Wai Chung |
| |
|
Chief Executive Officer |
Exhibit 99.1
FiEE, Inc. Announces Fourth Quarter and Full-Year 2025 Financial Results
Full-Year Revenue Growth of 867.9% Year-over-Year
Achieved Net Income Turnaround in Fiscal Year 2025
Hong Kong, 20 March 2026 -- FiEE, Inc. (NASDAQ:FIEE) (“FiEE” or the “Company”), a technology company integrating IoT, connectivity and AI to redefine brand management solutions in the digital era, today announced its financial results for the fourth quarter and full-year ended December 31, 2025.
Operational and Financial Highlights for the Year Ended December 31, 2025
|
● |
Revenue increased 867.9% year-over-year to approximately $6.2 million. The increase in revenue primarily reflects the Company’s strategic transition from legacy hardware operations to SaaS solutions, with a new business model focusing on integrating AI and big data into content creation and brand management. Notably, during March 2025, we successfully secured our first customer orders and generated initial sales, marking a critical milestone in the strategic pivot. Our target clients are individuals or entities seeking to grow their online presence as influencers or content creators. |
|
● |
Gross profit increased 2,483.0% year-over-year to approximately $5.4 million. Gross margin improved significantly to 86.4%, as compared to 32.4% in the prior year. |
|
● |
Net income was approximately $1.1 million, representing a turnaround from a net loss of $4.2 million in the prior year. |
|
● |
Net cash provided by operating activities was approximately $3.6 million during the year ended December 31, 2025. |
|
● |
During 2025, the Company onboarded approximately 800 customers. The newly onboarded customers in 2025 led to SaaS – MCN digital service fees totaling $6.8 million, of which $5.3 million was recognized as revenue in 2025. |
|
● |
The Company introduced customized software services in July 2025. As of December 31, 2025, we have secured contracts totaling $1.2 million for customized software services, a portion of which was recognized as revenue in 2025 based on the progress of completion. As of December 31, 2025, we successfully signed contracts with 13 customers for these customized software services, with related accounts receivable amounting to $0.6 million. |
|
● |
Through the acquisition of Houren-Geiju Kabushikikaisha, a Japanese technology company specializing in digital authentication services for art collections, in November 2025, we added the ability to provide digital authentication services. As of December 31, 2025, digital authentication services generated $0.3 million in revenue, serving one corporate client and 38 individual clients. This service leverages AI and blockchain technology to provide authentication, certification, and display services for artworks and collectibles, further diversifying our revenue streams. |
Operational and Financial Highlights for the Fourth Quarter Ended December 31, 2025
|
● |
Revenue was approximately $4.2 million, compared to $1.9 million for the three months ended September 30, 2025. The increase was primarily driven by the full launch of our new business operations following the strategic transformation . |
|
● |
Gross profit was approximately $3.7 million, compared to $1.6 million for the three months ended September 30, 2025. |
|
● |
Net income was approximately $2.3 million, compared to a net loss of $0.3 million for the three months ended September 30, 2025. |
Rafael Li, Chief Executive Officer of FiEE, commented, “We are pleased to report a strong fourth-quarter and full-year 2025 performance, with full-year revenues rising 867.9% year-over-year to approximately $6.2 million, supported by our changing strategic focus from hardware operations to SaaS solutions. Despite receiving our first customer orders in March 2025, we were able to onboard 800 customers in the span of 10 months, while significantly boosting our gross margin by 54.0 percentage points to 86.4%. As a result, FiEE expects its profit turnaround in 2025 to lay a solid foundation for sustainable performance.”
Mr. Li further mentioned, “Looking ahead, we plan to remain committed to investing in R&D to expand our service offerings, enhance customer experience, and deliver greater brand value across the digital content landscape. In addition to organic growth, we also plan to keep a keen eye on other external opportunities, in an attempt to further accelerate business growth and create greater value for our stockholders.”
Financial Results for the Year Ended December 31, 2025
Revenue was approximately $6.2 million, compared to approximately $0.6 million in the same period of fiscal year 2024.
| |
|
Year Ended
December 31, |
|
|
% |
|
| |
|
2025 |
|
|
2024 |
|
|
change |
|
| Revenues |
|
$ |
|
|
$ |
|
|
YoY |
|
| Product sales |
|
|
|
|
|
|
|
|
|
|
|
|
| ● Cable modems & gateways |
|
$ |
- |
|
|
$ |
638,804 |
|
|
|
(100.0 |
)% |
| ● Other networking products |
|
|
- |
|
|
|
1,089 |
|
|
|
(100.0 |
)% |
| ● SaaS – MCN digital services |
|
|
5,275,761 |
|
|
|
- |
|
|
|
N/A |
|
| ● Software services |
|
|
588,811 |
|
|
|
- |
|
|
|
N/A |
|
| ● Digital authentication services |
|
|
329,044 |
|
|
|
- |
|
|
|
N/A |
|
| Total |
|
$ |
6,193,616 |
|
|
$ |
639,893 |
|
|
|
867.9 |
% |
Gross profit was approximately $5.4 million, compared to approximately $0.2 million in the same period of 2024.
Gross margin was 86.4%, compared to 32.4% in the same period of 2024.
Operating expenses were approximately $3.8 million, representing a decrease of 14.4% from $4.4 million in the same period of 2024.
|
● |
Selling and marketing expenses were approximately $0.4 million, representing an increase of 531.7% from $0.07 million in the prior year, primarily due to the Company’s business transformation. In 2024, the Company was in a transition period with reduced legacy operations, resulting in low sales support costs. In 2025, with the full launch of new business operations, the Company increased marketing activities and investments to promote its digital content services, software development services, and digital authentication services. |
|
● |
General and administrative expenses were approximately $3.3 million, representing an increase of 61.8% from $2.1 million in the prior year. The increase was primarily due to the reallocation of our business operation from hardware-focused to software-focused and cost reduction efforts in 2024, which significantly reduced expenses associated with personnel, administrative support, and related infrastructure. The warrant issuance to Mr. David Lazar, a former director and officer of the Company, accounted for approximately $1.0 million in warrant expenses in the third quarter of 2025, representing over 84.3% of the total increase in general and administrative expenses in 2025. |
|
● |
Research and development expenses were approximately $0.05 million, representing a decrease of 58.1% from $0.1 million in the prior year. The research and development expenses incurred in 2025 were primarily related to software subscriptions and support costs. The research and development expenses may fluctuate depending on the timing and number of development activities, and could vary significantly as a percentage of revenues, depending on actual revenues achieved in any given year. |
Operating income was approximately $1.6 million, as compared to a loss of $4.2 million in the prior year.
Net income was approximately $1.1 million, representing a turnaround from a loss of $4.2 million in the prior year.
Diluted earnings per common share was $0.10, as compared to a loss of $1.34 in the prior year.
As of December 31, 2025, total cash was $3.1 million, as compared to $0.03 million as of December 31, 2024.
About FiEE, Inc.
FiEE, Inc. (NASDAQ:FIEE), formerly Minim, Inc., was founded in 1977. It has a historical track record of delivering comprehensive WiFi/Software as a Service platform in the market. After years of development, it made the strategic decision to transition to a Software First Model in 2024 to expand its technology portfolio and revenue streams. In 2025, FiEE, Inc. rebranded itself as a technology company leveraging its expertise in IoT, connectivity, and AI to explore new business prospects and extend its global footprint.
FiEE, Inc.’s services are structured into four key categories: Cloud-Managed Connectivity (WiFi) Platform, IoT Hardware Sales & Licensing, SAAS Solutions, and Professional To-C and To-B Services & Support. Notably, FiEE, Inc. has introduced its innovative Software as a Service solutions, which integrate its AI and data analytics capabilities into content creation and brand management. This initiative has led to the nurturing of a robust pool of KOLs on major social media platforms worldwide, assisting them in developing, managing, and optimizing their digital presence across global platforms. FiEE, Inc.’s services include customized graphics and posts, short videos, and editorial calendars tailored to align with brand objectives.
Forward-Looking Statements
In addition to historical information, this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements, written, oral or otherwise made, represent the Company’s expectation or belief concerning future events. Without limiting the foregoing, the words “believes,” “expects,” “may,” “might,” “will,” “should,” “seeks,” “intends,” “plans,” “strives,” “goal,” “estimates,” “forecasts,” “projects” or “anticipates” or the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements included in this press release may include, among others, statements relating to (i) the future financial position and performance of the Company, (ii) our ability to successfully implement our strategic business transformation, (iii) our long-term growth objectives and opportunities, (iv) our commitment to investing in R&D to expand our service offerings, enhance customer experience, and deliver greater brand value across the digital content landscape and (v) our plans to further accelerate business growth and create value for our stockholders.
By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statement. In addition, there may be other factors of which we are presently unaware or that we currently deem immaterial that could cause our actual results to be materially different from the results referenced in the forward-looking statements. All forward-looking statements contained in this press release are qualified in their entirety by this cautionary statement. Although we believe that our plans, intentions and expectations are reasonable, we may not achieve our plans, intentions or expectations. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements” included in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K and other risk factors described from time to time in subsequent quarterly reports on Form 10-Q or other subsequent filings. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
For investor and media inquiries, please contact:
Email: fiee@dlkadvisory.com
(financial tables follow)
FIEE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| |
|
As of
December 31,
(unaudited) |
|
| |
|
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 |
|
| |
|
|
|
|
|
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
|
|
|
| Preferred stock |
|
|
1,639,779 |
|
|
|
1,639,779 |
|
| Common stock |
|
|
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 |
|
FIEE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE INCOME (LOSS) SHEETS
| |
|
Years ended
December 31,
(unaudited) |
|
| |
|
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 |
) |
