What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 229 added, 152 removed, 370 unchanged (51% of the section changed)

1 unchanged sentence

AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)

September 30,

Current assets

Cash and cash equivalents

Accounts receivable

Other receivable

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10,000,000 shares at $ 0.001 par value, including 3,000,000 shares designated as Series A Convertible Preferred Stock at $ 0.001 par value;

2,305,357 Series A shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

2,305,357 Series A shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Common Stock, authorized:

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issued and outstanding:

6,224,389 shares at June 30, 2025 and 3,713,792 shares at December 31, 2024

6,295,961 shares at September 30, 2025 and 3,713,792 shares at December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of sales

3 unchanged sentences

Research and development

Vendor liability forgiveness, net of asset transfers (Note 6)

Vendor liability forgiveness, net of asset transfers

Total operating expenses

5 unchanged sentences

Loss before income taxes

Income tax benefit

Income tax expense (benefit)

Net loss per share:

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Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Preferred Stock

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Balance at June 30, 2025

For the six months ended June 30, 2024

Foreign currency translation

Issuance of warrants for service

Stock-based compensation

Common Stock Issuance

Balance at September 30, 2025

See accompanying notes to unaudited condensed consolidated financial statement.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the nine months ended September 30, 2024

Preferred Stock

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Balance at June 30, 2024

Stock-based compensation

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

Cash flows used in operating activities:

Adjustments to reconcile net loss to net cash (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

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Stock-based compensation

Issuance of warrants for service

Provision for accounts receivable allowances

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Cash flows from investing activities:

Purchase of property and equipment

Purchase of intangible assets

Net cash used in investing activities

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Supplemental disclosures of non-cash investing and financing activities:

Non-cash common stocks issued and to be issued that were recognized in deferred offering costs

Non-cash common stocks issued that were recognized in deferred offering costs

Obtaining right-of-use assets in exchange for operating lease liability

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Our AI-driven cloud software platform and applications made network management and security simple for home and business users, as well as the service providers that assisted them.

We continue to grow and expand our operations as a digital service provider focused on integrating artificial intelligence and data analytics into content creation and brand management.

We offer a range of SaaS solutions designed to support our clients in developing, managing, and optimizing their digital presence across global platforms, including customized graphic and posts, short videos, and editorial calendars aligned with brand goals.

We continue to grow and

expand our operations as a digital service provider focused on integrating artificial intelligence and data analytics into content

creation and brand management.

We offer a range of SaaS solutions through a cloud-based platform designed to support our clients in

developing, managing, and optimizing their digital presence across global platforms, including customized graphic and posts, short

videos, and editorial calendars aligned with brand goals.

We provide digital content management solutions and brand growth strategies primarily through three service verticals:

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These services are structured to support clients at varying stages of digital development, from initial account setup to multi-platform brand promotion.

Additionally, we offer comprehensive software development and maintenance services, delivering custom software solutions from system design and development to deployment and post-launch maintenance.

On February 27, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from Minim, Inc.

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Basis of Presentation

The accompanying unaudited

condensed consolidated financial statements of the Company have been prepared in accordance with the requirements of the U.S.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the requirements of the U.S.

Securities and Exchange Commission (“SEC”) for interim reporting.

As permitted under those rules, certain footnotes or

other financial information that are normally required by U.S.

generally accepted accounting principles (“GAAP”) can be

condensed or omitted.

In the opinion of management, the financial statements include all normal and recurring adjustments that are

considered necessary for the fair presentation of the Company’s financial position and operating results.

All intercompany

balances and transactions have been eliminated in consolidation.

The information included in this Quarterly Report on Form 10-Q

should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2024.

As permitted under those rules, certain footnotes or other financial information that are normally required by U.S.

generally accepted accounting principles (“GAAP”) can be condensed or omitted.

In the opinion of management, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results.

All intercompany balances and transactions have been eliminated in consolidation.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The results of the Company’s operations can vary during each quarter of the year.

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Use of Estimates

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period.

The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period.

These judgments, estimates and assumptions made by the Company include, but are not limited to revenue recognition, expected credit losses;

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has incurred significant losses and negative cash flows from operations.

During the six months ended June 30, 2025, the Company

incurred a net loss of $1 ( 1,013,590 ) million, and used cash from operations of $172 171,955

thousand, which was offset by $4.3 4,300,000 million in cash provided from financing activities.

As of June 30, 2025, the Company had an accumulated deficit of $98 ( 97,707,603 )

million and cash and cash equivalents of $4.5 4,504,079 million.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern one year from the date the condensed consolidated financial statements were issued.

Company will continue to monitor its costs in relation to its sales and adjust its cost structure accordingly.

The Company’s condensed consolidated financial statements as of June 30, 2025, do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

During the nine months ended September 30, 2025, the

Company incurred a net loss of $1.3 1,266,575

million, and used cash from investing of $906 ( 906,095 )

thousand, which was offset by $2.5 2,478,829

million in cash provided from operating activities and $4.3 4,300,000 million

in cash provided from financing activities.

As of September 30, 2025, the Company had an accumulated deficit of $98 ( 97,960,588 )

million and cash and cash equivalents of $ 5.9

5,905,372 million.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern one

year from the date the condensed consolidated financial statements were issued.

The Company will continue to monitor its costs in

relation to its sales and adjust its cost structure accordingly.

The Company’s condensed consolidated financial statements as of September 30, 2025, do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

If the Company is unable to raise additional capital and is therefore unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its consolidated financial statements, and it is likely that investors will lose all or part of their investment.

Non-Binding Letter of Intent

Non-Binding Letter of Intent and Asset Purchase Agreement

On March 25, 2025, the Company entered into a non-binding letter of intent (“LOI”) with Hongyan Sun and Lin Lin (collectively, the “Sellers”), pursuant to the terms of which the Sellers will transfer 100% of their equity interests in Suzhou Yixuntong Network Technology Co., Ltd.

(the “Target Company”) to the Company (the “Potential Transaction”) for a purchase price not to exceed $2,000,000.

The Company shall make a prepayment of $300,000 to the Sellers upon the signing of the LOI and the prepayment had not been paid as of March 31, 2025.

Upon the signing of this LOI, the Target Company and the Sellers (i) have granted the access of the Target Company’s service ports to the Company;

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The Company and the Sellers expect to complete the Potential Transaction as soon as reasonably practicable, but in no event later than six (6) months after signing of the LOI (the “Long-Stop Date”).

The Sellers have agreed that that, from the date of the LOI through the Long-stop Date, or the date when the Company informs the Sellers that the exclusivity expires, whichever occurs earlier, the Sellers shall refrain, directly or indirectly from (i) soliciting offers from third parties to acquire Target Company and/or its business, and from offering Target Company or its business to any person, firm, group or corporation other than the Company;

The Sellers have agreed that, from the date of the LOI through the Long-stop Date, or the date when the Company informs the Sellers that the exclusivity expires, whichever occurs earlier, the Sellers shall refrain, directly or indirectly from (i) soliciting offers from third parties to acquire Target Company and/or its business, and from offering Target Company or its business to any person, firm, group or corporation other than the Company;

and (ii) entering into any agreement aimed at selling or otherwise transferring Target Company or the business or that may otherwise prevent the parties from consummating the Potential Transaction.

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The purchase price for these assets was $ 1.4 million and the Amended LOI was executed as part of a simultaneous sign and close transaction on June 30, 2025, as discussed in the following section.

The Potential Transaction is subject to the Company’s satisfactory completion of legal, tax, financial, operational, human resources, administrative, and environmental due diligence, as well as any other due diligence deemed necessary by the Company.

The Company and the Sellers anticipate completing the Potential Transaction by March 25, 2026, subject to regulatory approvals, board and stockholder approvals, and other customary conditions.

The Company expects to announce additional details regarding the Potential Transaction if and when a definitive agreement is executed.

No assurances can be made that the Company will successfully negotiate and enter into a definitive agreement with respect to the Potential Transaction, or that the Potential Transaction will be consummated on the terms or timeframe currently contemplated, or at all.

Any transaction is subject to board and stockholder approval of the Company, regulatory approvals and other customary conditions.

Asset Purchase Agreement

On June 30, 2025, FiEE (HK) Limited, a wholly owned subsidiary of the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Hongyan Sun, Lin Lin and the Target Company, to purchase certain fixed assets and intellectual property, including patents and copyrights, of the Target Company for a total purchase price of $ 1.4 million (the “Asset Acquisition”).

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The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024.

The Company’s significant accounting policies have no material changes during the six months ended June 30, 2025, except for the following updates resulting from transactions that occurred and the establishment of a new operating subsidiary during the current period.

The Company’s significant accounting policies have no material changes during the nine months ended September 30, 2025, except for the following updates resulting from transactions that occurred and the establishment of a new operating subsidiary during the current period.

Functional Currency

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Property, Equipment and Software

Property, equipment and software primarily consisted of equipment, vehicles, and internal-use software customized by a third-party vendor, which are stated at cost, and are depreciated or amortized on a straight-line basis over their estimated useful lives, which is generally three to five years.

Property, equipment and software primarily consisted of equipment, vehicles, and internal-use software customized by a vendor, which are stated at cost, and are depreciated or amortized on a straight-line basis over their estimated useful lives, which is generally three to five years.

Maintenance and repairs are charged to expense as incurred.

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Intangible Assets

Intangible assets primarily

consisted of acquired group of proprietary software, which are stated at cost and are amortized on a straight-line basis over their

estimated useful lives.

The estimated useful life of the Company’s intangible assets is 3

Intangible assets primarily consisted of acquired group of proprietary software, which are stated at cost and are amortized on a straight-line basis over their estimated useful lives.

The estimated useful life of the Company’s intangible assets is 3 years.

The amortization started in July 2025.

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Entity incorporated in Hong Kong is subject to Hong Kong Profits Tax rate at 16.5 % , and foreign-derived income is exempted from income tax.

There are no withholding taxes upon payment of dividends by the entities incorporated in Hong Kong to its shareholders.

For the three and six months ended June 30 2025, no provision of Hong Kong Profit Tax was made, as the Company had no assessable profit subject to Hong Kong Profits Tax.

Entity incorporated in Hong Kong is subject to Hong Kong Profits Tax at a rate of 8.25 % on the first HKD 2 million of assessable profits and at 16.5% thereon.

There are no withholding taxes on the payment of dividends by entities incorporated in Hong Kong to their shareholders.

For the three and nine

months ended September 30, 2025, the Company recorded an income tax expense of $ 140,185 ,

while the Company had a consolidated pretax loss.

This expense relates entirely to the current Hong Kong profits tax attributable to

the profitable operations of the Hong Kong subsidiary during the third quarter of 2025.

No income tax provision has been made for

the US corporation due to the net operating losses carryover, and no income tax benefit related to the net operating losses is recognized, as a full valuation allowance is established for the US

The significant difference between

the effective tax rate and the Hong Kong statutory rate for the three-month period is primarily attributable to the prior period operating

loss incurred in the Hong Kong subsidiary for which no income tax benefit was recognized as a result of a full valuation allowance.

The Company has evaluated the potential impact of the Global Intangible Low-Taxed Income (“GILTI”) provisions under U.S.

As the Hong Kong subsidiary commenced its profitable operations only in the current quarter and the Company has no other relevant foreign operations, the GILTI tax impact was not material to the income tax provision for the three and nine months ended September 30, 2025.

Accordingly, no GILTI tax has been provided in the current period.

Segment reporting

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As of December 31, 2024, the Company had no significant long-lived assets.

As of June 30, 2025, the Company’s long-lived assets are mainly located in Hong Kong.

As of September 30, 2025, the Company’s long-lived assets are mainly located in Hong Kong.

In November 2023, the FASB issued ASU No.

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The Company adopted ASU 2023-07 for the year ended December 31, 2024.

For the three and six months ended June 30, 2025, significant segment expenses that are regularly provided to the CODM and included in this measure consist of cost of revenues, selling, general, and administrative expenses, specifically, professional expenses for the relisting.

For the three and nine months ended September 30, 2025, significant segment expenses that are regularly provided to the CODM and included in this measure consist of cost of revenues, selling, general, and administrative expenses, specifically, professional expenses for the relisting.

The amounts of these expenses are presented in the condensed consolidated statements of operations.

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Revenues from SaaS service- MCN Digital Service in 2025

The Company expands SaaS operations as a digital service provider, delivering full-cycle services to brand clients through legally binding agreements since March 2025.

The Company offers full-service account management, content production, and targeted promotion to grow followers across key platforms.

The Company expands

SaaS operations as a digital service provider, delivering full-cycle services to brand clients through legally binding agreements since

The Company offers full-service account management, content production, and targeted promotion to grow followers across

key platforms.

Service packages customizable via the SaaS portal.

Customers may purchase value-added services with or after their purchases of basic package.

Services provided under the basic services and the value-added services are considered two performance obligations, each with a standalone transaction price.

Customers may purchase value-added services with or after their purchases

of basic package.

The Company's services comprise two distinct performance obligations:

(1) the basic service, which represents a single

performance obligation as the promises for account setup, SaaS platform access, account management, and basic digital content creation

and publishing are highly interdependent and bundled together;

and (2) the value-added services, which represents a performance obligation

for additional digital content created and customized to meet the customer's special request.

Each with a standalone transaction price.

The Company recognizes revenues from basic services ratably over the contract term beginning on the commencement date of each contract.

The revenues from value-added services are recognized at a point in time when customers approve or accept the value-added services or system automatically approves whichever is later.

The Company requires an upfront payment for the services, which is non-refundable upon execution of the contract.

Customers retain the right to terminate the contract prior to its expiration date, subject to the early termination fees, including information transfer fee and fan development fee.

No value-added revenues were recognized at a point in time as of June 30, 2025.

Transaction Price Allocated to the Remaining Performance Obligations

The revenues from value-added services are recognized at a point in time when customers approve or accept the value-added services or

system automatically approves whichever is later.

The Company requires an upfront payment for the services, which is non-refundable upon

execution of the contract.

Customers retain the right to terminate the contract prior to its expiration date, subject to the early termination

fees, including information transfer fee and fan development fee.

Revenues from Software Service in 2025

The Company enters into bundled arrangements that typically include the sale of on-premise software licenses, customized modules, and maintenance and support (“M&S”) services.

These arrangements are evaluated to determine whether the promises represent distinct performance obligations.

The customized modules are highly interdependent and interrelated with the software license and are therefore combined with the license as a single performance obligation, while the M&S services are capable of being distinct and are accounted for as a separate performance obligation.

The M&S services are provided free of charge for a specified contract period, typically encompassing the first year of service following software delivery.

The transaction price is allocated

to each performance obligation based on their relative stand-alone selling prices (“SSP”).

The SSP for the combined software

license and customized modules, and M&S services is determined using the adjusted market assessment approach, which considers market

conditions, competitive pricing, the Company’s market position, expected profit margins, and cost structure.

Contracts include retention

fees that represent variable consideration, as their payment is contingent upon no major defects being identified within a specified period.

These retention fees are excluded from the initial transaction price.

The related revenue is recognized only when it’s probable

that a significant reversal will not occur.

Contracts for software licensing and M&S services generally include a renewal option for

M&S services;

however, the renewal option to acquire additional services is neither offered free of charge nor at a discount and accordingly

does not represent a material right.

The Company provides assurance-type warranties to ensure that the delivered software complies with agreed-upon specifications.

These warranties do not constitute a separate performance obligation as they cannot be purchased separately and do not provide a service beyond remedying defects to bring the software to the specified standard.

The Company’s contracts typically

specify a payment schedule whereby payments from the customer are linked to the signing of the contract and the achievement of specific

Contracts are generally fixed price, and the Company has elected the practical expedient not to adjust the promised consideration

for the effects of a significant financing component when the period between transfer of goods or services and customer payment is one

year or less.

Revenue from the combined

software license and customized modules is recognized over time as the Company fulfills its performance obligations by developing and

enhancing the software assets throughout the project period.

The Company applies the output method to measure progress toward complete

satisfaction of this performance obligation, specifically using the achievement of contractual milestones as the basis for recognizing

The amount of revenue recognized reflects a direct measurement of the value transferred upon completion of each milestone.

from maintenance and support services is recognized over time on a straight-line basis over the M&S contract period.

This recognition

pattern reflects the continuous transfer of services to the customer, who simultaneously receives and consumes the benefits of these services

throughout the service period.

Remaining Performance Obligations

The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period.

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Prior years’ performance obligations were all satisfied and recognized as revenue in the periods before the end of 2024.

As of June 30, 2025, the remaining performance obligation relates to MCN digital services purchased and paid for in advance by customers for basic and value-added packages, which was amounted to $1,468,346, equals the balance of contract liabilities.

As of September 30,

2025, the remaining performance obligation related to MCN digital services purchased and paid for in advance by customers for basic

and value-added packages amounted to $ 2,460,483 ,

equaling the balance of contract liabilities.

This amount is expected to be recognized as revenue within the next 12 months.

The remaining performance

obligation for software service as of September 30, 2025 was $ 271,654 , excluding retention fee.

This amount relates to unsatisfied

performance obligations for the combined software license and customized modules, which are expected to be recognized

as revenue upon the completion and customer acceptance of specific milestones, predominantly within the next 2 months.

Contract Costs

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The Company records accounts receivable when it has an unconditional right to the consideration.

The accounts receivable balances were $ 187,347 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.

Contract liabilities are recorded when customers remit payment prior to revenue recognition, representing the Company’s obligation to transfer services in the future.

Liabilities arise upon customer order placement.

The Company did not have contract liabilities at December 31, 2024, while the ending balance at June 30, 2025 was $ 1,468,346 .

The Company did not have contract liabilities at December 31, 2024, while the ending balance at September 30, 2025 was $ 2,460,483 .

Disaggregation of Revenue

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Other online and offline channels

The following table sets forth our revenues by product:

Schedule of revenues

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cable modems & gateways

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SaaS – MCN digital services

Software services

(4) BALANCE SHEET COMPONENTS

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Schedule of equipment

September 30,

Internal use software

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Total property, equipment and software, net

For the three months ended

June 30, 2025 and 2024, depreciation and amortization was $ 22

thousand and $ 83

thousand, respectively.

Depreciation and amortization expense was $ 72 thousand

thousand for the years ended June 30, 2025 and 2024, respectively.

For the three months ended September 30, 2025 and 2024, depreciation and amortization was $ 47 thousand and $ 75 thousand, respectively.

Depreciation and amortization expense was $ 119 thousand and $ 243 thousand for the years ended September 30, 2025 and 2024, respectively.

Intangible assets

As part of the asset

acquisition completed on June 30, 2025, a substantial portion of the total purchase consideration was allocated to intangible

assets, primarily consisting of acquired proprietary software, which represent a group of software code and associated patents that

are expected to provide future economic benefits to the Company.

The allocation of the purchase price was performed on a relative

fair value basis in accordance with ASC 805-50.

The acquired group of proprietary software is being amortized over 3

years, its estimated useful life.

Intangible assets consisted of the following at June 30, 2025 and December 31, 2024:

As part of the asset acquisition completed on June 30, 2025, a substantial portion of the total purchase consideration was allocated to intangible assets, primarily consisting of acquired proprietary software, which represent a group of software code and associated patents that are expected to provide future economic benefits to the Company.

The allocation of the purchase price was performed on a relative fair value basis in accordance with ASC 805-50.

The acquired group of proprietary software is being amortized over 3 years, its estimated useful life.

Intangible assets consisted of the following at September 30, 2025 and December 31, 2024:

Schedule of intangible assets

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

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Gross Carrying

group of proprietary software

Amortization expense was $ 0 thousand and $ 29 thousand in the three months ended June 30, 2025 and 2024, respectively.

Amortization expense was $ 0 thousand and $ 33 thousand in the six months ended June 30, 2025 and 2024, respectively.

Acquired group of proprietary software

Amortization expense was $ 106 thousand and $ 0 thousand in the three months ended September 30, 2025 and 2024, respectively.

Amortization expense was $ 106 thousand and $ 33 thousand in the nine months ended September 30, 2025 and 2024, respectively.

Estimated amortization expenses for the future years are as follows:

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Schedule of inventories

Insurance fees

September 30,

Insurance fee

Cloud hosting fee

Professional fees

Total prepaid and other current assets

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Schedule of accrued expenses

September 30,

Payroll & related benefits

Professional fees

Value of shares to be issued

Sales allowances

Sales and use tax

accrued expenses and other current liabilities

Income tax payable

Total accrued expenses and other current liabilities

There was a balance of $7,232 due to a stockholder of the Company, Cao Yu, which represents the amount paid by Cao Yu to support the Company’s normal operating activities.

Other payables

As of June 30, 2025, other payables included $ 1.4 million for the assets acquisition, $ 90 thousand for a software development, $ 20 thousand for advanced hosting fee, and $ 18 thousand for software maintenance, all payable to a single third-party vendor.

As of September 30, 2025, other payables included $ 500 thousand for the assets acquisition, $ 180 thousand for a software development, $ 85 thousand for software maintenance and $ 20 thousand for advanced hosting fee, all payable to a single vendor.

The Company previously had entered into agreements to lease certain office space as well as its former warehouses and distribution centers under operating leases, which have expired.

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating lease costs

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Schedule of weighted average remaining lease term and discount rate

September 30,

Operating leases:

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The Company’s quarterly royalty payments, in addition to current and future obligations, were satisfied in exchange for certain assets of the Company.

The Company did not incur royalty expenses under the License Agreement for the three and six months ended June 30, 2025 and 2024.

The Company did not incur royalty expenses under the License Agreement for the three and nine months ended September 30, 2025 and 2024.

On January 22, 2024, the Company, entered into a Letter Agreement re Product Purchase (the “Letter Agreement”) and a Debt Settlement Agreement (the “Settlement Agreement,” and the Letter Agreement, the “Agreements”) with Motorola Mobility, LLC (“Motorola”).

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The Company believes that the Agreements, together with arrangements it has finalized with other major vendors, will allow the Company to streamline its operations while reducing its current liabilities.

On March 2025, the Company entered into a software development service contract with a third-party vendor to customize and develop an internal-use software.

In March 2025, the Company entered into a software development service contract with a vendor to customize and develop an internal-use software.

The total contract price is $300 thousand, of which $180 thousand was due and included in the balance of other payables.

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If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses - that the amount is not material, or that an estimate of the loss cannot be made.

At June 30, 2025, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole.

At September 30, 2025, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole.

The Company expenses its legal fees as incurred.

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(7) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS

During the three months ended March 31, 2025, the Company had one new customer upon launching its SAAS services on March 28, 2025.

As of June 30, 2025, the number of our customers increased to 245 .

As of June 30, 2025, prepaid subscription fees received from customers for our SaaS service amounted to approximately $ 1.5 million.

During the three and six months ended June 30, 2024, the Company did not have sales or outstanding accounts receivable balance that accounted for 10% of greater individually of the Company’s total net sales and accounts receivable, respectively.

During the three and nine months ended September 30, 2025, the Company did not have sales or outstanding accounts receivable balance that accounted for 10% of greater individually of the Company’s total net sales and accounts receivable, respectively.

(8) CONVERTIBLE NOTE PAYABLE TO RELATED PARTY

The Company entered into an unsecured promissory note (the “Convertible Note”) effective February, 18, 2025,with David Lazar, a stockholder holding more than 10% of the Company’s outstanding shares and a former officer and director.

Under the terms of the Convertible Note, the Company agreed to pay Mr.

Lazar a principal amount of $ 300,000 , bearing interest at an annual rate of approximately 4.34 % , with the full principal and interest balance due on or before December 31, 2025.

Upon stockholders’ approval, the Convertible Note will automatically convert into shares of the Company’s common stock at a conversion price of $ 0.25 per share.

The Company entered into an

unsecured promissory note (the “Convertible Note”) effective February, 18, 2025, with David Lazar, a stockholder holding

more than 10% of the Company’s outstanding shares and a former officer and director.

Under the terms of the Convertible Note,

the Company agreed to pay Mr.

Lazar a principal amount of $ 300,000 ,

bearing interest at an annual rate of approximately 4.34 % ,

with the full principal and interest balance due on or before December 31, 2025.

Upon stockholders’ approval, the

Convertible Note will automatically convert into shares of the Company’s common stock at a conversion price of $ 0.25

The Convertible Note to related party is accounted for as a single liability in accordance with Accounting Standards Update (ASU) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

As of June 30, 2025, the Convertible Note was recorded at an aggregate amount of $ 305,425 , which includes $ 5,425 of accrued interest.

As of September 30, 2025, the Convertible Note was recorded at an aggregate amount of $ 308,671 , which includes $ 8,671 of accrued interest.

(9) RELATED PARTY TRANSACTION

The Company had the following related party transactions during the three and six months ended June 30, 2025 and 2024:

The Company had the following related party transactions during the three and nine months ended September 30, 2025 and 2024:

Lease from the Company’s former officer, see Note 5 for details.

Amount paid by a shareholder for operating activities and the balance due as of June 30, 2025.

Amount paid by a shareholder for operating activities and the balance due as of September 30, 2025.

See Note 4 for details.

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(10) LOSS PER SHARE

Net loss per share for the three and six months ended June 30, 2025 and 2024, respectively, were as follows:

Net loss per share for the three and nine months ended September 30, 2025 and 2024, respectively, were as follows:

Schedule of net income (loss) per share

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net income (loss)

Weighted average common shares - basic

2 unchanged sentences

Basic and diluted

Diluted loss per common share for the three and six months ended June 30, 2025 and 2024 excludes the effects of 7,242,339 and 5,230,769 common share equivalents, respectively, since such inclusion would be anti-dilutive.

Diluted loss per common share for the three and nine months ended September 30, 2025 and 2024 excludes the effects of 7,666,186 and 5,230,769 common share equivalents, respectively, since such inclusion would be anti-dilutive.

The common share equivalents consist of shares of common stock issuable upon the exercise or conversion of outstanding convertible preferred stock, warrants, restricted stock units, stock options and convertible note (including certain securities requiring stockholder approval prior to exercise or conversion).

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Based on the fair value model to allocate the Series A Preferred Stock proceeds, the Series A Preferred Stock was valued at $ 1.4 million at January 23, 2024 and was included in Series A Preferred Stock on our condensed consolidated balance sheet.

February 26, 2024, the Company held a special meeting of stockholders, who voted and approved (i) the issuance of shares of our

Common Stock upon conversion

of Series A Preferred Stock or exercise of the Warrants to be issued at Closing of the Purchase Agreement, which conversions or exercise

would result in a “change of control” of the Company under the applicable rules of Nasdaq and (ii) an amendment to the Company’s

Amended and Restated Certificate of Incorporation (the “Existing Charter”) to effect the increase in authorized shares of

Preferred Stock to 10,000,000 .

Except for stock dividends or distributions for which adjustments are to be made pursuant to the Existing Charter, Holders of Series

A Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on

an as-if-converted-to-Common-Stock basis, without regard to conversion limitations herein) to and in the same form as dividends actually

paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

No other dividends shall be

paid on shares of Series A Preferred Stock.

On February 26, 2024, the Company held a special meeting of stockholders, who voted and approved (i) the issuance of shares of our Common Stock upon conversion of Series A Preferred Stock or exercise of the Warrants to be issued at Closing of the Purchase Agreement, which conversions or exercise would result in a “change of control” of the Company under the applicable rules of Nasdaq and (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) to effect the increase in authorized shares of Preferred Stock to 10,000,000 .

Except for stock dividends or distributions for which adjustments are to be made pursuant to the Existing Charter, Holders of Series A Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, without regard to conversion limitations herein) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

No other dividends shall be paid on shares of Series A Preferred Stock.

On February 18, 2025, the Company entered into a Securities Purchase Agreement (the “February 18, 2025 SPA”) with David Lazar (“Seller”), and Cao Yu, Hu Bin, and Youxin Consulting Limited (collectively, the “Purchasers”), which was subsequently amended on May 9, 2025.

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As of June 30, 2025, the Lazar Receivables were forgiven for the benefit of the Company, and the Warrant was amended and restated to eliminate the beneficial ownership limitations previously contained therein.

Securities Purchase Agreements

On May 9, 2025, the Company entered into, and simultaneously closed the transactions under, Securities Purchase Agreements with Cao Yu and Hu Bin, pursuant to which the Company sold an aggregate of 2,439,025 shares of its common stock— 1,585,366 shares to Cao Yu for a purchase price of $ 2,600,000 and 853,659 shares to Hu Bin for a purchase price of $ 1,400,000 .

On May 9, 2025, the Company

entered into a Purchase Agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities I Ltd.

whereby the Company shall have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company,

up to $15,000,000 of Common Stock, during the period commencing on May 9, 2025 and ending on the first day of the month immediately

following the 36-month anniversary of May 9, 2025.

Helena Purchase Agreement

On May 9, 2025, the Company entered into a Purchase Agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities I Ltd.

(“Helena”) whereby the Company shall have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company, up to $15,000,000 of Common Stock, during the period commencing on May 9, 2025 and ending on the first day of the month immediately following the 36-month anniversary of May 9, 2025.

The closing of each Advance and each sale and purchase of Common Stock related to each Advance (each, a “Closing”) shall take place on the applicable Settlement Date (as defined in the Helena Purchase Agreement), at a Purchase Price (as defined in the Helena Purchase Agreement) based on 95% of the lowest VWAP for the Common Stock, in respect of any Advance, during the three (3) Trading Days commencing on the date of Helena’s receipt of the shares of Common Stock relating to such Advance.

In consideration for Helena’s execution and delivery of the Helena Purchase Agreement, the Company issued to Helena, as a commitment fee, shares of Common Stock (the “Commitment Fee Shares”), having an aggregate value of $150,000, of which (i) 71,572 shares were issued on May 14, 2025, and (ii) 71,572 shares were issued on August 11, 2025, the value of which was included in the balance of accrued expenses and other current liabilities as of June 30, 2025.

The Commitment Fee Shares were fully earned as of the agreement date, and the issuance of the Commitment Fee Shares was not contingent upon any other event or condition.

The number of the Commitment Fee Shares issued in each tranche was determined by dividing $75,000 by the lowest Volume Weighted Average Price (VWAP) of the Company’s common stock during the five trading days immediately preceding the agreement date.

July 2025 Warrant

On July 2, 2025, the Company issued a warrant to purchase 404,002 shares of Common Stock with an exercise price of $ 0.01 per share, subject to stockholder approval (the “July 2025 Warrant”), to David Lazar.

This warrant was issued as compensation for services provided by David Lazar.

accordance with the accounting requirements of ASC 718, “Compensation—Stock Compensation,” and ASC 505-50,

“Equity—Equity-Based Payments to Non-Employees,” the Company measured this equity instrument at fair value and

recognized the compensation cost immediately on the grant date.

Using the Black-Scholes option pricing model, with key inputs

including a fair value of the underlying common stock of $ 2.67 , an exercise price of $ 0.01 per share, an expected term of 0.405

years, a risk-free interest rate of 4.33 % , expected volatility of 90 % , and a dividend yield of 0 % , the fair value of this warrant

was determined to be $ 1,074,715 .55

as of July 2, 2025.

On the grant date, the Company recognized the compensation expense with a corresponding credit to APIC.

(12) SUBSEQUENT EVENTS

Change in Independent Registered

Public Accounting Firm

On July 11, 2025, the Company’s Board of

Directors approved the dismissal of Beckles & Co., Inc.

(“Beckles”) and engaged UHY LLP (“UHY”) as the Company’s

independent registered public accounting firm.

There were no disagreements with Beckles on any matter of accounting principles or practices,

financial statement disclosure or auditing scope or procedures during the periods they audited or reviewed.

Amendment to Certificate

of Incorporation

On August 1, 2025, the Company

filed a certificate of amendment (the “Charter Amendment”) to the Existing Charter, with the Delaware Secretary of State

to, among other things, (i) correct a scrivener’s error with respect to the number of authorized shares and par value of preferred

stock, which was incorrectly stated as 3,000,000 shares, par value $ 0.01 per share, rather than the correct amount of 10,000,000 shares,

par value $0.001 per share, (ii) modify the voting rights of the Series A Preferred Stock, which had previously voted on an as-converted

basis to shares of the Common Stock, without regard to conversion limitations in the Existing Charter, and would under the amended terms

vote, on an as-converted basis if it was converted at a conversion ratio equal to the Stated Value (as defined therein and currently

$1.40) divided by the “Minimum Price” (as of the original issue date of the Series A Preferred Stock) as defined in Nasdaq

Listing Rule 5635(d), without regard to conversion limitations in the Existing Charter, (iii) limit the “full ratchet”

anti-dilution protection in the Existing Charter so that any adjustment to the Stated Value of the Series A Preferred Stock thereunder

would not require stockholder approval under Nasdaq Listing Rule 5635(d), and (iv) allow a majority of the voting power of all then

outstanding shares of Series A Preferred Stock to waive the “full-ratchet” anti-dilution protection, which Charter Amendment

had been previously approved by the Company’s board of directors and the Company’s stockholders on May 9, 2025.

The Company has evaluated subsequent events from September 30, 2025 through the date of this filing and has determined that there are no additional events requiring recognition or disclosure in the financial statements.

Annual Meeting of Stockholders

On October 27, 2025, at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), the Company’s stockholders approved (i) the election of four director nominees to the Company’s Board of Directors, (ii) the ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (iii) for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of shares of the Company’s common stock issuable upon the (a) conversion of the Convertible Note and (b) exercise of the July 2025 Warrant, (iv) the FiEE, Inc.

2025 Equity Incentive Plan and (v) by a non-binding advisory vote, the compensation of the Company’s named executive officers.

Pursuant to the terms of the Convertible Note, the Convertible Note automatically converted into 1,235,814 shares of Common Stock upon the approval of such conversion by the Company’s stockholders at the 2025 Annual Meeting.

Pursuant to the terms of the July 2025 Warrant, the July 2025 Warrant became exercisable upon the approval of the issuance of shares of Common Stock underlying the July 2025 Warrant by the Company’s stockholders at the 2025 Annual Meeting.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements