FiEE, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (A) Unregistered Sales of Equity Securities On May 9, 2025, the Company entered into, and simultaneously closed the transactions under, a Securities Purchase Agreement with Cao Yu, the Company’s Chief Financial Officer, pursuant to which the Company sold 1,585,366 shares of the Company’s common stock to Cao Yu for an aggregate purchase price of $2,600,000. On May 9, 2025, the Company entered into, and simultaneously closed the transactions under, a Securities Purchase Agreement with Hu Bin, a director of the Company, pursuant to which the Company sold 853,659 shares of the Company’s common stock to Hu Bin for an aggregate 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. (“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 the Company’s common stock. On May 14, 2025, the Company issued 71,572 shares of the Company’s common stock to Helena pursuant to the Helena Purchase Agreement. On August 11, 2025, the Company issued the remaining 71,572 shares of the Company’s common stock to Helena. (B) Use of Proceeds Not applicable. (C) Issuer Purchases of Equity Securities None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. O THER INFORMATION During the quarter ended September 30, 2025, no director or officer of FiEE adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K. 31 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 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. 32 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: November 12, 2025 By: /s/ Li Wai Chung Li Wai Chung Chief Executive Officer and President (on behalf of Registrant and as Principal Executive Officer) 33