UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended September 30, 2024

☐ 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, NH		03101
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 966-4646

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 per share		FIEE		The Nasdaq Capital Market

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 (§232.405 of this chapter) 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

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.

EXPLANATORY NOTE

FiEE, Inc., formerly known as Minim, Inc., (“Minim”, the “Company”, “we”, “our” and similar terms) is filing this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q/A”) for the period ended September 30, 2024 to amend and restate certain items presented in our Quarterly Report on Form 10-Q for the period ended September 30, 2024 which was initially filed with the U.S. Securities and Exchange Commission (“SEC”) on November 19, 2024 (the “Original Form 10-Q”). This amendment is limited in scope to make the following changes to the original filing:

●

To amend Part I – Item 1. Financial Statements.

●

To amend Part II - Item 6. Exhibits to include currently dated (certifications from the Company’s Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002, which certifications are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2.

The Form 10-Q/A contains our unaudited restated quarterly financial statements as of and for the three and nine months ended September 30, 2024. This Form 10-Q/A includes a restatement of our consolidated balance sheet as of September 30, 2024 and the related consolidated statements of operations, and stockholders’ equity for the three and nine months then ended. There are changes to the financial statements for the year ended December 31, 2023. This Form 10-Q/A also includes amendments to: the Chief Executive Officer and Chief Financial Officer certifications in Exhibits 31.1, 31.2, 32.1 and 32.2 and the financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101.

This amendment has not been updated or amended to give effect to any subsequent events beyond those that existed as of the original filing date and should thus be read in conjunction with the original filing and any of the Company’s other filings with the SEC subsequent to the original filing, together with any amendments to those filings. Other than the filing of the information identified above, this amendment does not modify or update the disclosure in the original filing in any way.

Overview

The Audit Committee of the Company, after consultation with the Company’s management, concluded that the following financial statements for the period ended September 30, 2024 as previously filed by the Company with the SEC should no longer be relied upon due to errors in such financial statements relating to the recording and reporting of common stock shares outstanding, including earning per share.

Accordingly, investors should no longer rely upon the Company’s previously released financial statements for the period ended September 30, 2024 and should rely instead on the unaudited restated quarterly financial statements included in this Form 10-Q/A. The Company’s management identified an error in the shares of the Company’s common stock outstanding in the preparation of the Company’s financial statements for the fiscal year ended December 31, 2024.

For the fiscal year ended December 31, 2023, the outstanding shares of the Company’s common stock was incorrectly reported as 2,632,809. The corrected outstanding shares of the Company’s common stock is reported in this Form 10-Q/A as 2,789,020. For the period ended September 30, 2024, the outstanding shares of the Company’s common stock was incorrectly reported as 3,557,581. The corrected outstanding shares of the Company’s common stock is reported in this Form 10-Q/A as 3,713,792.

The error in the outstanding shares of the Company’s common stock did not impact the period ended September 30, 2023.

As a result of the restatement included herein, the Company is reporting 2,789,020 shares of the Company’s common stock outstanding for the year ended December 31, 2023, which is more than the 2,632,809 outstanding shares of the Company’s common stock reported in the Original Form 10-Q.

Consequently, the Company is reporting herein 3,713,792 shares of the Company’s common stock outstanding for the period ended September 30, 2024, which is more than the 3,557,581 shares of the Company’s common stock reported as outstanding in the Original Form 10-Q. Consequently, the Company is reporting herein weighted average common shares for the three months ended September 30, 2024 of 3,022,805 and basic and diluted net loss per share of $0.21 per share, compared to the weighted average common shares reported in the Original Form 10-Q of 2,866,594 and basic and diluted net loss of $0.22 per share. Consequently, the Company is reporting herein weighted average shares of the Company’s common stock for the nine months ended September 30, 2024 of 2,972,118 and basic and diluted net loss per share of $1.47 per share, compared to the weighted average shares of the Company’s common stock reported in the Original Form 10-Q of 2,815,907 and basic and diluted net loss of $1.55 per share.

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

FIEE, INC. (FORMERLY MINIM, INC.)

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets


	September 30, 2024 (Unaudited) (Amended)			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	191,724		$	709,322
Accounts receivable, net of allowance of doubtful accounts of $0 and $312,983 as of September 30, 2024 and December 31, 2023, respectively		-			701,377
Inventories, net		-			9,952,647
Prepaid expenses and other current assets		24,107			35,768
Total current assets		215,831			11,399,114

Equipment, net		189,054			432,505
Operating lease right-of-use assets, net		-			22,512
Intangible assets, net		-			33,247
Other assets		28,311			472,587
Total assets	$	433,196		$	12,359,965

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	307,781		$	11,143,693
Current maturities of operating lease liabilities		-			22,512
Accrued expenses		684,269			1,077,843
Total current liabilities		992,050			12,244,048

Total liabilities		992,050			12,244,048

Commitments and Contingencies (Note 7)

Stockholders’ equity (deficit)
Preferred Stock, authorized: 10,000,000 shares at $0.001 par value; 2,000,000 shares issued and outstanding		1,358,573			-
Common Stock, authorized: 60,000,000 shares at $0.01 par value; issued and outstanding: 3,713,792 shares at September 30, 2024 and 2,789,020 shares at December 31, 2023 respectively		490,145			480,897
Additional paid-in capital		94,433,140			92,103,798
Accumulated deficit		(96,840,712	)		(92,468,778	)
Total stockholders’ equity (deficit)		(558,854	)		115,917
Total liabilities and stockholders’ equity (deficit)	$	433,196		$	12,359,965

See accompanying notes to the unaudited condensed consolidated financial statements.

FIEE, INC. (FORMERLY MINIM, INC.)

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024 (Amended)			2023			2024 (Amended)			2023
Net sales	$	-		$	6,696,187		$	639,893		$	24,642,728
Cost of goods sold		-			9,694,096			432,634			24,545,534
Gross profit		-			(2,997,909	)		207,259			97,194

Operating expenses:
Selling and marketing		-			2,073,636			66,171			9,386,157
General and administrative		625,067			963,108			2,210,097			3,460,092
Research and development		-			687,076			113,294			3,358,276
Vendor liability forgiveness, net of asset transfers		-			-			2,200,929			-
Total operating expenses		625,067			3,723,820			4,590,491			16,204,525

Operating loss		(625,067	)		(6,721,729	)		(4,383,232	)		(16,107,331	)

Other income (expense):
Interest income (expense), net		-			(99,084	)		82			(356,644	)
Total other income (expense)		-			(99,084	)		82			(356,644	)

Loss before income taxes		(625,067	)		(6,820,813	)		(4,383,150	)		(16,463,974	)

Income tax expense (benefit)		-			(525	)		(11,216	)		24,451

Net loss	$	(625,067	)	$	(6,820,287	)	$	(4,371,934	)	$	(16,488,425	)

Net loss per share:
Basic and diluted	$	(0.21	)	$	(3.61	)	$	(1.47	)	$	(8.74	)

Basic and diluted weighted average common and common equivalent shares		3,022,805			1,890,933			2,972,118			1,886,465

See accompanying notes to unaudited condensed consolidated financial statements.

FIEE, INC. (FORMERLY MINIM, INC.)

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (deficit)

(Unaudited)

For the Nine months ended September 30, 2024 (Amended)


	Preferred Stock				Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2023		-	$	-		2,789,020	$	480,897	$	92,103,798	$	(92,468,778	)	$	115,917

Net loss		-		-		-		-		-		(3,258,955	)		(3,258,955	)
Preferred stock issuance		2,000,000		1,358,573		-		-		-		-			1,358,573
Issuance of warrants		-		-		-		-		1,441,427		-			1,441,427
Stock-based compensation		-		-		176,880		1,769		424,512		-			426,281
Balance at March 31, 2024		2,000,000	$	1,358,573		2,965,900	$	482,666	$	93,969,737	$	(95,727,733	)	$	83,243

Net loss		-		-		-		-		-		(487,912	)		(487,912	)
Balance at June 30, 2024		2,000,000	$	1,358,573		2,965,900	$	482,666	$	93,969,737	$	(96,215,645	)	$	(404,669	)

Net loss		-		-		-		-		-		(625,067	)		(625,067	)
Stock-based compensation		-		-		747,892		7,479		463,403		-			470,882
Balance at September 30, 2024		2,000,000	$	1,358,573		3,713,792	$	490,145	$	94,433,140	$	(96,840,712	)	$	(558,854	)

For the Nine months ended September 30, 2023


	Common Stock				Additional Paid In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2022		1,877,970	$	469,492	$	90,710,030		$	(74,834,854	)	$	16,344,668

Net loss		-		-		-			(4,070,457	)		(4,070,457	)
Common stock issued for vested restricted units		9,565		2,391		(2,391	)		-			-
Stock-based compensation		-		-		123,500			-			123,501
Balance at March 31, 2023		1,887,535	$	471,883	$	90,831,139		$	(78,905,311	)	$	12,397,711

Net loss		-		-		-			(5,597,681	)		(5,597,681	)
Common stock issued for vested restricted stock units		739		7		(7	)		-			-
Stock-based compensation		-		-		101,589			-			101,589
Balance at June 30, 2023		1,888,274	$	471,890	$	90,932,721		$	(84,502,992	)	$	6,901,619

Net loss		-		-		-			(6,820,287	)		(6,820,287	)
Common stock issued for vested restricted stock units		10,191		102		(102	)		-			-
Stock-based compensation		-		-		54,305			-			54,305
Balance at September 30, 2023		1,898,466	$	471,992	$	90,986,924		$	(91,323,279	)	$	135,637

See accompanying notes to unaudited condensed consolidated financial statements.

FIEE, INC. (FORMERLY MINIM, INC.)

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(Amended)

(11) EARNINGS (LOSS) PER SHARE (AMENDED)

Net loss per share for the three and nine months ended September 30, 2024 and 2023, respectively, are as follows:

Schedule of net income (loss) per share
	Three Months Ended						Nine Months Ended
	September 30, 2024 (Amended)			September 30, 2023			September 30, 2024 (Amended)			September 30, 2023
Numerator:
Net loss	$	(625,067	)	$	(6,820,287	)	$	(4,371,934	)	$	(16,488,425	)

Denominator:
Weighted average common shares - basic		3,022,805			1,890,933			2,972,118			1,886,465
Effect of dilutive common share equivalents		-			-			-			-
Weighted average common shares - dilutive		3,022,805			1,890,933			2,972,118			1,886,465

Basic and diluted	$	(0.21	)	$	(3.61	)	$	(1.47	)	$	(8.74	)

Diluted loss per common share for the three and nine months ended September 30, 2024 and 2023 excludes the effects of 5,230,769 and 2,080 common share equivalents, respectively, since such inclusion would be anti-dilutive. The common share equivalents consist of shares of common stock issuable upon exercise of outstanding preferred stock, warrants, restricted stock units, and stock options.

ITEM 6.

EXHIBITS

Exhibit No.		Exhibit Description
31.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
32.2		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.
**	Compensation Plan or Arrangement.
†	In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Form 10-Q/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIEE, INC. (Registrant)

Date: July 28, 2025	By:	/s/ Li Wai Chung
		Li Wai Chung
		Principal Executive Officer

Amendment: SEC Form 10-Q/A filed by FiEE Inc