true 2023 FY 0001467761

 2023-01-01

 2023-06-30

 2025-07-25

 2022-01-01

 2021-12-31

 2021-12-31

 2021-12-31

 2021-12-31

 2022-01-01

 2022-01-01

 2022-01-01

 2023-01-01

 2023-01-01

 2023-01-01

 utr:sqft

 MINM:Integer

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 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: 1-37649

 FIEE, INC. (formerly MINIM, INC.)

 (Exact name of registrant as specified in its charter)

 Delaware

 04-2621506

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer Identification No.)

 848 Elm Street, Manchester, New Hampshire 03101

 (Address of Principal Executive Office) (Zip Code)

 ( 617) 423-1072

 ( 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

 Common Stock, $0.01 par value

 MINM

 The Nasdaq Capital Market

 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 No

 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 No

 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. Yes No

 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). Yes No

 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

 Non-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 No

 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 $ 5.1 million.

 The number of shares
outstanding of the registrant's common stock, $0.01 par value, as of July 25, 2025 was 6,224,389
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

 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.

 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.

 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 whole 10, 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

 Beckles & Co. Inc. (PCAOB ID 7116)

 We have served as the Company's auditor since 2024

 West Palm Beach, FL

 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

 $

 709,322

 $

 530,110

 Restricted cash

 -

 500,000

 Accounts receivable, net of allowance for doubtful accounts of $ 312,983 and $ 138,331 as of December 31, 2023 and, 2022, respectively

 701,377

 2,758,406

 Inventories, net

 9,952,647

 25,415,206

 Prepaid expenses and other current assets

 35,768

 360,735

 Total current assets

 11,399,114

 29,564,457

 Equipment, net

 432,505

 636,973

 Operating lease right-of-use assets

 22,512

 173,480

 Intangible assets, net

 33,247

 73,301

 Other assets

 472,587

 511,795

 Total assets

 $

 12,359,965

 $

 30,960,006

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities

 Bank credit line

 $

 -

 $

 4,758,663

 Accounts payable

 11,143,693

 2,837,191

 Current maturities of bridge loan agreement

 -

 1,000,000

 Current maturities of operating lease liabilities

 22,512

 150,968

 Accrued expenses

 1,077,843

 4,440,724

 Deferred revenue, current

 -

 633,542

 Total current liabilities

 12,244,048

 13,821,088

 Operating lease liabilities, less current maturities

 -

 22,512

 Deferred revenue, noncurrent

 -

 771,738

 Total Liabilities

 12,244,048

 14,615,338

 Commitments and Contingencies (Note 7)

 Stockholders' equity

 Preferred Stock, Authorized: 2,000,000 shares at $ 0.001 par value; 0 shares issued and outstanding

 -

 -

 Common Stock: Authorized: 60,000,000 shares at December 31, 2023 and 2022, at $ 0.01 par value; issued and outstanding: 2,789,020 shares and 1,877,970 shares at December 31, 2023 and 2022, respectively

 480,897

 469,492

 Additional paid-in capital

 92,103,798

 90,710,030

 Accumulated deficit

 ( 92,468,778

)

 ( 74,834,854

)

 Total stockholders' equity

 115,917

 16,344,668

 Total liabilities and stockholders' equity

 $

 12,359,965

 $

 30,960,006

 The accompanying notes are an integral part of these consolidated financial statements.

 FIEE, INC. (FORMERLY
MINIM, INC.)

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Years Ended December 31, 2023 and 2022

 2023

(Amended)

 2022

 Net sales

 $

 26,106,271

 $

 50,622,143

 Cost of goods sold

 25,635,383

 38,695,605

 Gross profit

 470,888

 11,926,538

 Operating expenses:

 Selling and marketing

 9,472,527

 15,022,638

 General and administrative

 4,758,357

 6,124,034

 Research and development

 3,446,595

 5,824,906

 Total operating expenses

 17,677,479

 26,971,578

 Operating loss

 ( 17,206,591

)

 ( 15,045,040

)

 Other income (expense):

 Interest income

 2,554

 Interest expense

 ( 385,952

)

 ( 394,615

)

 Other, net

 ( 1,316

)

 2,302

 Total other income (expense)

 ( 384,714

)

 ( 391,856

)

 Loss before income taxes

 ( 17,591,305

)

 ( 15,436,896

)

 Income tax provision

 42,619

 112,348

 Net loss

 $

 ( 17,633,924

)

 $

 ( 15,549,244

)

 Basic and diluted net loss per share

 $

 ( 8.65

)

 $

 ( 8.38

)

 Weighted average common and common equivalent shares:

 Basic and diluted

 2,038,461

 1,855,965

 The accompanying notes are an integral part of these consolidated financial statements.

 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

 1,835,402

 $

 458,850

 $

 89,313,273

 $

 ( 59,285,610

)

 $

 30,486,513

 Net loss

 -

 -

 -

 ( 15,549,244

)

 ( 15,549,244

)

 Stock option exercises

 17,237

 4,308

 232,496

 -

 236,804

 Common stock issued for vested restricted units

 25,331

 6,334

 ( 6,334

)

 -

 -

 Stock-based compensation

 -

 -

 1,170,595

 -

 1,170,595

 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

)

 Common stock issued for vested restricted units

 176,707

 4,062

 ( 4,062

)

 -

 -

 Shares 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

 The accompanying notes are an integral part of these consolidated financial statements.

 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:

 Schedule of net income (loss) per share

 Years ended

December 31,

 2023
 (Amended)

 2022

 Numerator:

 Net loss

 $
 ( 17,633,924
)

 $
 ( 15,549,244
)

 Denominator:

 Weighted average common shares - basic

 2,038,461

 1,855,965

 Effect of dilutive common share equivalents

 -

 -

 Weighted average common shares - dilutive

 2,038,461

 1,855,965

 Basic and diluted net loss per share

 $
 ( 8.65
)

 $
 ( 8.38
)

 Diluted loss per common share
for the years ended December 31, 2023 and 2022 excludes the effects of 0 and 36,318 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.

 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 *

 (a)

 Consolidated Financial Statements, Schedules and Exhibits:

 (1), (2)

 The Consolidated Financial Statements and required schedules are indexed on page F-1.

 (3)

 Exhibits required by the Exhibit Table of Item 601 of SEC Regulation S-K. (Exhibit numbers refer to numbers in the Exhibit Table of Item 601.)

 2.1

 Separation and Distribution Agreement by and between Zoom Technologies, Inc. and the Company (incorporated by reference to Annex B of the Preliminary Proxy Statement filed by Zoom Technologies, Inc. on May 13, 2009).*

 2.2

 Agreement and Plan of Merger, dated as of November 12, 2020, by and among the Company, Elm Acquisition Sub, Inc., Zoom Connectivity, Inc. and the Representative named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on November 13, 2020).*

 3.1

 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed by the Company on September 4, 2009).*

 3.2

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on November 18, 2015).*

 3.3

 Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on November 18, 2015).*

 3.4

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on July 30, 2019).*

 3.5

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on June 4, 2021).*

 3.6

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on June 4, 2021).*

 3.7

 Certificate of Correction of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K/A filed by the Company on June 30, 2021).*

 3.8

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on July 23, 2021).*

 3.9

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on March 31, 2023).*

 3.10

 Certificate of Designation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 1, 2024).*

 3.11

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 6, 2024).

 4.1

 Description of Securities (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Form S-1 filed by the Company on July 26, 2021).*

 10.1

 License Agreement, dated as of May 13, 2015, by and between the Company and Motorola Mobility LLC (incorporated by reference to Exhibit 10.3 to the Form 10-Q/A filed by the Company on December 6, 2016).*

 10.2

 Amendment to License Agreement, dated as of August 16, 2016, by and between the Company and Motorola Mobility LLC (incorporated by reference to Exhibit 10.4 to the Form 10-Q/A filed by the Company on December 6, 2016).*

 10.3

 Amendment to License Agreement, dated as of August 21, 2017, by and between the Company and Motorola Mobility LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Company on November 9, 2017).*

 10.4

 Amendment to License Agreement, dated as of March 27, 2020, by and between the Company and Motorola Mobility LLC (incorporated by reference to Exhibit 10.19 to the Form 10-K/A filed by the Company on April 29, 2020).*

 10.5

 Stock Purchase Agreement, dated as of May 3, 2019, by and between the Company and the Investors listed therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 6, 2019).*

 10.6

 License Agreement, dated as of March 27, 2020, by and between the Company, MTRLC LLC and Motorola Mobility LLC (incorporated by reference to Exhibit 10.19 to the Form 10-K/A filed by the Company on April 29, 2020).*

 10.7

 Stock Purchase Agreement, dated as of May 26, 2020, by and between the Company and the Investors listed therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 27, 2020).*

 10.8

 Standstill and Voting Agreement, dated as of October 9, 2020, by and among the Company, Zulu Holdings LLC and Jeremy P. Hitchcock (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by the Company on October 13, 2020).*

 10.9

 Employment Agreement, dated as of May 22, 2019, by and between Zoom Connectivity, Inc. and Graham Chynoweth (incorporated by reference to Exhibit 10.28 to the Form 10-K/A filed by the Company on April 30, 2021).*+

 10.10

 Assignment and Amendment of Employment Agreement, dated as of December 4, 2020, by and among Graham Chynoweth, the Company and Zoom Connectivity, Inc. (incorporated by reference to Exhibit 10.27 to the Form 10-K/A filed by the Company on April 30, 2021).*+

 10.11

 Amendment to Employment Agreement, dated as of March 2, 2022, by and among Graham Chynoweth, the Company and Minim, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on March 4, 2022).*+

 10.12

 Employment Agreement, dated as of December 4, 2020, by and between the Company and Sean Doherty (incorporated by reference to Exhibit 10.29 to the Form 10-K/A filed by the Company on April 30, 2021).*+

 10.13

 Transition and Separation Agreement, dated as of December 22, 2021, by and between the Company and Sean Doherty (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on December 22, 2022).*

 10.14

 Employment Agreement, dated as of December 4, 2020, by and between the Company and Nicole Zheng (incorporated by reference to Exhibit 10.30 to the Form 10-K/A filed by the Company on April 30, 2021).*+

 10.15

 Employment Agreement, dated as of March 2, 2022, by and between the Company and John Lauten (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on March 4, 2022).*+

 10.16

 Employment Agreement, dated as of March 21, 2022, by and between the Company and Mehul Patel (incorporated by reference to Exhibit 10.1 to the Form 8-K/A filed by the Company on March 24, 2022).*+

 10.17

 Transition and Separation Agreement, dated July 8, 2022, between Minim, Inc. and Nicole Hayward Zheng. *+

 10.18

 Amendment to Employment Agreement, dated August 15, 2022, between Minim, Inc. and Mehul Patel.*+

 10.19

 Executive Employment Agreement, dated August 15, 2022, between Minim, Inc. and Dustin Tacker.*+

 10.20

 Transition and Separation Agreement, dated August 15, 2022, between Minim, Inc. and Gray Chynoweth.*+

 10.21

 Separation Agreement, dated August 15, 2022, between Minim, Inc. and John Lauten.*+

 10.22

 Form of Severance Agreement (incorporated by reference to Exhibit 10.1 of to the Form 8-K/A filed by the Company on October 27, 2021).*+

 10.23

 Minim, Inc. 2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 16, 2021).*+

 10.24

 Minim, Inc. 2021 Non-Employee Directors Compensation Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on November 16, 2021).*+

 10.25

 Form of Executive Officer Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on November 16, 2021).*+

 10.26

 Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on November 16, 2021).*+

 10.27

 Inducement Award Agreement for Restricted Stock Units, by and between the Company and Bill Wallace, dated as of December 6, 2021 (incorporated by reference to Exhibit 99.1 to the Form S-8 filed by the Company on December 16, 2021).* +

 10.28

 Minim, Inc. 2019 Stock Option Plan (incorporated by reference to Appendix D to the Definitive Proxy Statement filed by the Company on May 28, 2019).*+

 10.29

 Minim, Inc. 2019 Directors Stock Option Plan (incorporated by reference to Appendix C to the Definitive Proxy Statement filed by the Company on May 28, 2019).*+

 10.30

 Loan and Security Agreement, dated as of March 12, 2021, by and between the Company and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on March 15, 2021).*

 10.31

 First Amendment to Loan and Security Agreement, dated as of November 1, 2021, by and among Silicon Valley Bank, the Company and Zoom Connectivity, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on November 2, 2021).*

 10.32

 Waiver and Second Amendment to Loan and Security Agreement, dated December 12, 2022, by and among Silicon Valley Bank, Minim, Inc, and Cadence Connectivity, Inc

 10.33

 Bridge Loan, dated as of November 30, 2022, by and among Minim, Inc., Cadence Connectivity, Inc., and Slingshot Capital, LLC.

 10.34

 Bridge Term Note, dated as of November 30, 2022, by and among Minim Inc., Cadence Connectivity, Inc., and Slingshot Capital, LLC.

 10.35

 Subordination Agreement, dated as of November 30, 2022, by and among Minim, Inc., Cadence Connectivity, Inc., Slingshot Capital, LLC, and Silicon Valley.

 10.36

 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of Amendment No. 1 to Form S-1 filed by the Company on July 26, 2021).*

 10.37

 Trademark Acquisition Agreement, dated as of August 11, 2021, by and between the Company and Zoom Video Communications, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on August 16, 2021).*

 10.38

 Settlement Agreement, dated as of August 20, 2021, by and among the Company, Jeremy Hitchcock and Eric Griffith (incorporated by reference to Exhibit 99.2 of Amendment No. 14 to Schedule 13D filed on August 20, 2021).*

 10.39

 Agreement and Plan of Merger among Minim, Inc, MME Sub 1 LLC, and e2Companies LLC, dated March 12, 2024 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company on March 18, 2024). *

 10.40

 Form of Lock-Up Agreement, by and among Minim, Inc, e2Companies LLC and certain interest holders of e2Companies LLC (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by the Company on March 18, 2024). *

 10.41

 Form of Support Agreement, by and among Minim, Inc, e2Companies LLC and certain stockholders of Minim, Inc. (incorporated by reference to Exhibit 2.3 to the Form 8-K filed by the Company on March 18, 2024). *

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 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.

 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

 Li Wai Chung

 (principal executive officer)

 /s/ Yu Chao

 Chief Financial Officer, Treasurer and Secretary

 Yu Cao

 (principal financial and accounting officer)

 /s/ David Lazar

 Director

 David Lazar

 /s/ Hu Bin

 Director

 Hu Bin

 /s/ David Natan

 Director

 David Natan

 /s/ Chan Oi Fat

 Director

 Chan Oi Fat


true 2024 FY 0001467761

 0001467761

 2024-01-01
 2024-12-31

 0001467761

 2024-06-30

 0001467761

 2025-04-08

 utr:sqft

 fiee: Integer

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 2)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 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: 001-37649

 FIEE, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 04-2621506

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer Identification No.)

 Flat
A1, 29/F, Block A, TML
Tower, 3
Hoi Shing Road, Tsuen
Wan, Hong
Kong

 (Address of Principal Executive Office) (Zip Code)

 ( 833) 966-4646

 ( 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

 Common Stock, $0.01 par value

 FIEE

 The Nasdaq Capital Market

 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 No

 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 No

 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. Yes No

 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). Yes No

 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

 Non-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 No

 Based on the closing price as of June 30, 2024, 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 $ 3.9 million.

 The number of shares
outstanding of the registrant's common stock, $0.01 par value, as of April 8, 2025 was 4,913,792
shares.

 EXPLANATORY NOTE

 This Amendment No. 2 (this "Amendment No.
2") to the Annual Report on Form 10-K of FiEE, Inc. (the "Company") for the year ended December 31, 2024, amends the
Company's Form 10-K for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission
("SEC") on April 10, 2025 (as amended on April 30, 2025, the "Original Filing").

 The Company is filing this Amendment No. 2 to address
management's re-evaluation of disclosure controls and procedures and to reflect the identification of a material weakness in the
Company's disclosure controls and procedures and internal control over financial reporting. The material weakness did not result
in any change to the Company's consolidated financial statements as set forth in the Original Filing. This Amendment No. 2 is limited
in scope to make the following changes:

 To
 amend Part II, Item 9A. Controls and Procedures to reflect management's conclusion
 that the Company's disclosure controls and procedures were not effective as of December
 31, 2024, due to a material weakness in the Company's internal control over financial
 reporting identified subsequent to the date of the Original Filing.

 To amend Part IV,
 Item 15. Exhibits and Financial Statement Schedules to include currently dated
 certifications from the Company's principal executive officer and principal financial
 officer required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002,
 which have been executed and are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.1 to
 this Amendment No. 2.

 Except as described above,
no other changes are being made to the Original Filing. Further, except as expressly stated, this Amendment No. 2 does not reflect events
occurring after the filing of the Original Filing or modify or update in any way any of the other items or disclosures contained in the
Original Filing, including, without limitation, the Company's consolidated financial statements. Accordingly, this Amendment No.
2 should be read in conjunction with the Original Filing and the Company's other filings with the SEC subsequent to the filing
of the Original Filing.

 ITEM 9A. – CONTROLS AND PROCEDURES

 Management's Report on Disclosure Controls and Procedures

 We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 In connection with the preparation of the Original Filing, we carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2024. At the time of the Original Filing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024. Subsequent to that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2024.

 Management's Report on Internal Control over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or judgments by management are also required in evaluating the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. At the time of the Original Filing, our management concluded that as of December 31, 2024, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of this assessment with our Board of Directors. Subsequent to that evaluation, our management concluded that, due to the material weakness in our internal control over financial reporting described below, our internal control over financial reporting was not effective as of December 31, 2024.

 This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to an exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

 Material Weakness in Internal Control Over Financial Reporting

 A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. 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 that existed due to insufficient accounting staffing during the Company's restructuring and new business launch, resulting in reduced review capabilities and prior-period errors which have since been corrected. The Company was not able to attract, develop and retain sufficient resources to fulfill internal control responsibilities, resulting in the lack of a sufficient complement of personnel with an appropriate degree of knowledge and experience. It was determined that this material weakness existed as of December 31, 2024.

 Plan of Remediation of Material Weakness in Internal Control Over Financial Reporting

 To address the material weakness, management has developed and is actively implementing the following remediation plan:

 Increase Accounting Staffing: We will allocate additional resources to the accounting department, including hiring additional personnel with the required U.S. GAAP and SEC expertise, to ensure sufficient staffing levels for accurate and timely financial reporting.

 Enhance Review Processes: Management will enhance the review and approval procedures for journal entries and financial reporting, including establishing more rigorous internal controls and implementing a formalized review process for all significant financial transactions.

 Training and Development: We will provide additional training to key personnel involved in the financial reporting process to enhance their knowledge and capability in identifying and addressing accounting and financial reporting issues.

 Ongoing Monitoring and Evaluation: Management will continuously monitor and assess the effectiveness of these measures to ensure that the remediation efforts are achieving their intended objectives.

 We will continue to evaluate and improve our internal control over financial reporting to address this issue and ensure the effectiveness of our financial reporting processes. Although we have taken steps to implement our remediation plan, 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 related controls are effective. We will continue to monitor the effectiveness of our remediation plan and refine the remediation plan as appropriate.

 Changes in Internal Control Over Financial Reporting

 The Company is in the process of implementing certain changes in its internal controls to remediate the material weakness described above. Except as noted above, no change to the Company's internal control over financial reporting occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

 Item 15. Exhibits and Consolidated Financial Statement Schedules

 The following documents are filed as part of this report:

 (1)
 Financial
Statements

 No financial statements are filed with this Amendment No. 2. These items were included as part of the Original Filing.

 (2)
 Financial
Statement Schedules

 None.

 (3)
 Exhibits

 The exhibits listed in the Original Filing are required by Item 601 of Regulation S-K. A list of the exhibits filed with this Amendment No. 2 are provided below

 Exhibit No.

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 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 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.

 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: August 20, 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

 Li Wai Chung

 (principal executive officer)

 /s/ Yu Cao

 Chief Financial Officer, Treasurer and Secretary, and Director

 Yu Cao

 (principal financial and accounting officer)

 /s/ Hu Bin

 Director

 Hu Bin

 /s/ David Natan

 Director

 David Natan

 /s/ Chan Oi Fat

 Director

 Chan Oi Fat