FiEE, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. O THER INFORMATION None . 23 ITEM 6. EXHIBITS Exhibit No. Exhibit Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation, effective February 27, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8- K, filed with the SEC on February 28, 2025). 3.2 Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8- K, filed with the SEC on March 28, 2025). 10.1 Amended and Restated Securities Purchase Agreement by and among the Company, the Purchasers and Seller, effective as of February 18, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K, filed with the SEC on February 24, 2025). 10.2 Amendment No. 1 to the Securities Purchase Agreement dated as of November 12, 2024 (“Amendment No. 1”) among the Purchasers and the Company, effective as of February 18, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K, filed with the SEC on February 24, 2025). 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 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. 24 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: May 15, 2025 By: /s/ Li Wai Chung Li Wai Chung Chief Executive Officer and President (on behalf of Registrant and as Principal Executive Officer) 25