What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-11-12 · 330 added, 397 removed, 202 unchanged (78% of the section changed)

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AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

September 30,

Condensed Consolidated Balance Sheets

Current assets

Cash and cash equivalents

Accounts receivable

Other receivable

Other receivables, net

Prepaid expenses and other current assets

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Property, equipment and software, net

Operating lease right-of-use assets, net

Intangible assets

Deferred offering costs

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Operating lease right-of-use assets, net

Deferred tax assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

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Contract liabilities

Other payables

Accrued expenses and other current liabilities

Convertible note payable to related party

Income tax payables

Current maturities of operating lease liabilities

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Commitments and Contingencies (Note 6)

Stockholders’ equity (deficit)

Stockholders’ equity

Preferred Stock, authorized:

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 September 30, 2025 and December 31, 2024, respectively.

2,305,357 Series A shares issued and outstanding at March 31, 2026 and December 31, 2025, aggregate liquidation preference of $ 3,227,500 at March 31, 2026 and December 31, 2025, respectively

Common Stock, authorized:

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issued and outstanding:

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

8,328,598 shares at March 31, 2026 and 7,934,122 shares at December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to the unaudited condensed consolidated financial statements.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended

Nine Months Ended

September 30,

Cost of sales

Cost of revenues

Operating expenses:

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Research and development

Vendor liability forgiveness, net of asset transfers

Total operating expenses

Operating loss

Operating income (loss)

Other income (expense):

Interest income (expense), net

Foreign currency exchange loss

Foreign currency exchange Income

Total other income (expense)

Loss before income taxes

Income tax expense (benefit)

Net loss per share:

Basic and diluted

Basic and diluted weighted average common and common equivalent shares

Income (loss) before income taxes

Income tax expense

Net income (loss)

Allocation to participating preferred stock

Net Income (loss) attributable to common stockholders

Basic earnings (loss) per common share

Diluted earnings (loss) per common share

Weighted-average number of common shares outstanding:

Net income (loss)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

Total comprehensive income (loss)

See accompanying notes to unaudited condensed consolidated financial statements.

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Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the nine months ended September 30, 2025

For the three months ended March 31, 2026

Preferred Stock

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Balance at December 31, 2025

Balance at March 31, 2025

Foreign currency translation

Common Stock Issuance

Balance at June 30, 2025

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.

Common Stock Issuance, net of issuance cost

Balance at March 31, 2026

See accompanying notes to unaudited condensed consolidated financial statements.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

Preferred Stock

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Balance at December 31, 2024

Preferred stock issuance

Issuance of warrants

Stock-based compensation

Balance at March 31, 2025

Balance at June 30, 2024

Stock-based compensation

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Cash flows used in operating activities:

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

Three Months Ended

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (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

Vendor liability forgiveness, net of asset transfers

Deferred taxes

Allowance for credit losses - other receivables

Changes in operating assets and liabilities:

Accounts receivable

Other receivable

Other receivables

Prepaid expenses and other current assets

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Contract liabilities

Other payables

Income tax payable

Accrued expenses and other current liabilities

Due to related party

Operating lease liabilities

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Cash flows from investing activities:

Purchase of property and equipment

Purchase of intangible assets

Purchase of property, equipment and software

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from preferred stock issuance

Proceeds from the issuance of common stock

Proceeds from the issuance of convertible note

Payment of deferred financing costs

Proceeds from debt

Net cash provided by financing activities

Effect of foreign exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents - Beginning

Cash and cash equivalents - Ending

Net increase (decrease) in cash

Cash - Beginning

Cash - Ending

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Supplemental disclosures of non-cash investing and financing activities:

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

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

Purchase of property and equipment, and intangible assets through increase in other payables

Supplemental disclosures of non-cash activities:

Addition to property, equipment and software through reclassification of prior year prepayment

Noncash settlement of accounts receivable through customers’ payments made directly to accounts payable, other payables, and investment deposits.

See accompanying notes to the unaudited condensed consolidated financial statements.

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Our cable and WiFi products, with an intelligent operating system and bundled mobile app, were sold in leading retailers and e-commerce channels in the United States (“U.S.”).

Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them—leading to higher customer satisfaction and decreased support burden.

and its wholly owned subsidiaries, FiEE (HK) Limited, which was incorporated in March 2025, MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as “FiEE” or the “Company”.

The Company delivered intelligent networking products that reliably and securely connected homes and offices around the world.

We were the exclusive global license holder to the Motorola brand for home networking hardware until 2023.

The Company designed and manufactured products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices.

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 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:

(1) digital account management, (2) content operations and growth analytics, and (3) community engagement and creator partnerships.

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.

Our artificial intelligence (“AI”)-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them—leading to higher customer satisfaction and decreased support burden.

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 to change the name of the Company from Minim, Inc.

to FiEE, Inc., effective as of February 27, 2025.

During the three months ended March 31, 2026, the Company incorporated two new wholly owned subsidiaries:

FiEE Channel Limited in Hong Kong on March 5, 2026, and FiEE Singapore Pte.

in Singapore on March 26, 2026.

As of March 31, 2026, neither subsidiary had commenced operations.

and its wholly owned subsidiaries—FiEE (HK) Limited (incorporated in March 2025), Houren-Geiju Kabushikikaisha (acquired in November 2025), MTRLC LLC, Minim Asia Private Limited, FiEE Channel Limited, and FiEE Singapore Pte.

Ltd.—are herein collectively referred to as “FiEE” or the “Company.”

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

We offer a wide range of Software as a Service (“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.

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 November 30, 2025, we completed the acquisition of Houren-Geiju Kabushikikaisha (“HGK”), a Japanese technology company specializing in digital authentication services for artworks, leveraging AI and blockchain technology to provide artwork authentication, certification, and display services for individual and corporate clients.

This acquisition introduces AI image recognition and blockchain authentication technologies to the Company’s service portfolio, further bolstering our technological capabilities and optimizing our comprehensive brand management solutions for customers.

Equity Investment and Loan

On March 23, 2026, FiEE (HK) Limited (“FiEE HK”) entered into an Investment Agreement (the “Investment Agreement”) by and among FiEE HK, Guangzhou Yinlian Culture Co., Ltd., a limited liability company formed under the laws of the People’s Republic of China (the “PRC”) (“Yinlian Culture”), Guangzhou Maltose Culture Communication Co., Ltd., a limited liability company formed under the laws of the PRC (“Maltose Culture”), Guangzhou Qingniao Culture Co., Ltd., a limited liability company formed under the laws of the PRC (“Qingniao Culture”), Shenzhen Yaojin Creative Media Co., Ltd., a limited liability company formed under the laws of the PRC (“Yaojin Media”), Cai Yuanyao, Zhang Dingcheng, and Zhang Rong, pursuant to which (i) FiEE HK agreed to acquire a 51% equity interest (and 60% of the voting rights) in Yinlian Culture, for an aggregate purchase price of $51,000 (the “Equity Investment”) and (ii) FiEE HK, or an entity designated by FiEE HK, will provide a zero-interest convertible loan to Yinlian Culture in the principal amount of up to approximately $2.9 million (the “Loan” and, together with the Equity Investment, the “Transactions”).

The Loan is to be funded in three tranches:

(i) approximately $720,000 to be funded within 14 business days following the full payment for the Equity Investment, provided that Yinlian Culture has delivered its financial seals and bank-related documents (including online banking access) to FiEE HK;

(ii) approximately $720,000 to be funded within one month of the simultaneous satisfaction of the following conditions:

(a) Yinlian Culture and its subsidiaries and controlled entities (collectively, the “Group”) have achieved positive consolidated net profit after tax within six months from the date of the Investment Agreement, (b) the Group has provided FiEE HK with a profit forecast for the following 12 months following the date of the Investment Agreement that is acceptable to FiEE HK and reflects positive consolidated net profit after tax, and (c) the Group has undertaken in writing to meet such performance targets within the agreed timeframe;

and (iii) approximately $1.44 million to be funded within one month of the realization of the 12-month profit forecast described in clause (ii)(b) above.

Under the terms of the Loan, FiEE HK, or an entity designated by FiEE HK, has the option, exercisable at any time by written notice, to either (i) require Yinlian Culture to repay all or any portion of the Loan in cash, or (ii) convert all or any portion of the Loan into additional equity in Yinlian Culture, which, upon full conversion, would result in FiEE HK and its designated entities collectively holding 60% of the total equity interests in Yinlian Culture.

Yinlian Culture was incorporated on February 11, 2026 to facilitate the investment in Maltose Culture.

Through this investment, the Company aims to combine Maltose Culture’s music expertise with its AI capabilities to build an advanced AI music infrastructure and strengthen its position in the global music revolution.

In connection with the signing of the Investment Agreement, FiEE HK, Yinlian Culture, Maltose Culture, Qingniao Culture, Yaojin Media, Cai Yuanyao, Zhang Dingcheng, and Zhang Rong entered into a Shareholder Agreement, dated as of March 23, 2026, governing the rights and obligations of the shareholders of Yinlian Culture, including, but not limited to, board composition and governance, voting rights, dividend rights and distribution thresholds, liquidation preference, and transfer restrictions.

The closing of the Equity Investment is expected to occur before June 30, 2026, upon which FiEE HK will acquire 51% of the equity interests (and 60% of the voting rights) in Yinlian Culture and the VIE Agreements (as defined below) will become effective.

The closing of the Loan is expected to occur following the satisfaction of the applicable conditions precedent described above.

As of March 31, 2026, the Company had paid approximately CNY 7.6 million (approximately $ 1.1 million) to Maltose Culture in connection with the proposed convertible loan.

The funds are held in a separate designated bank account and are regularly reviewed by the Company for appropriate use.

VIE Agreements

Maltose Culture is an AI-empowered music ecosystem that integrates content creation, intelligent platform distribution, and next-generation home entertainment.

At or immediately prior to the closing of the Equity Investment, Maltose Culture is owned 40% by Zhang Dingcheng and 60% by Yang Kai, the spouse of Cao Yu, who serves as Chief Financial Officer and a member of the board of directors of the Company (the “Board”).

In order to establish effective control over, and the right to receive the economic benefits of, Maltose Culture, pursuant to the requirements of PRC law, Yinlian Culture entered into the following agreements (collectively, the “VIE Agreements”) with Maltose Culture, Yang Kai, and Zhang Dingcheng.

The VIE Agreements were signed on March 23, 2026, and the related business registration changes were completed on March 26, 2026.

Exclusive Purchase Option Agreement

Pursuant to the Exclusive Purchase Option Agreement, dated as of March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng granted to Yinlian Culture an exclusive and irrevocable option to acquire 100% of the equity interests of Maltose Culture at the lowest price permitted by applicable PRC law, together with the right to acquire all of the assets of Maltose Culture.

The option may be exercised by Yinlian Culture at any time, subject to applicable PRC regulatory requirements and approvals.

Irrevocable Proxy Agreement

Pursuant to the Irrevocable Proxy Agreement, dated as of March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng irrevocably appointed Yinlian Culture as their exclusive proxy to exercise all shareholder voting rights with respect to their respective equity interests in Maltose Culture, including without limitation all voting rights, the right to appoint directors and senior management, and the right to transfer, pledge, or otherwise dispose of their equity interests.

The proxy is irrevocable and remains effective for the entire operating term of Maltose Culture, unless earlier terminated by Yinlian Culture.

Business Cooperation Agreement

Pursuant to the Business Cooperation Agreement, dated as of March 23, 2026, in connection with the signing of the Investment Agreement, Yinlian Culture agreed to provide exclusive consulting and technical services to Maltose Culture and to license certain intellectual property to Maltose Culture on a non-exclusive, non-transferable basis, in exchange for service fees payable by Maltose Culture to Yinlian Culture.

Equity Pledge Agreement

Pursuant to the Equity Pledge Agreement, dated as of March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng pledged all of their respective equity interests in Maltose Culture to Yinlian Culture as security for the performance of all of their obligations and Maltose Culture’s obligations under the VIE Agreements.

Spousal Consent

In connection with the signing of the Investment Agreement, Cao Yu executed a Spousal Consent, dated as of March 23, 2026, acknowledging and consenting to Yang Kai’s entry into and performance of the VIE Agreements, and confirming that she has no claim to the equity interests of Maltose Culture held by Yang Kai.

Basis of Presentation

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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.

As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the U.S.

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 information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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 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;

contract liabilities (sales returns);

valuation allowance for deferred income tax assets;

write-downs of inventory for slow-moving and obsolete items and stock-based compensation.

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.

These judgments, estimates and assumptions made by the Company include, but are not limited to revenue recognition, expected credit losses, contract liabilities, valuation allowance for deferred tax assets, fair value of acquired assets, valuation of warrants and stock-based compensation.

The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate.

Actual results may differ from those estimates under different assumptions or conditions and the differences may be material.

The Company’s

operations have historically been financed through the issuance of common stock and preferred stock.

Since inception, the Company

has incurred significant losses and negative cash flows from operations.

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 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.

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;

(ii) have connected the Company to the Target Company’s Software as a Service platform;

(iii) and are working with the Company to ensure it can carry out the Multi-Channel Network business in the second quarter of 2025.

The Potential Transaction is subject to the Company’s satisfactory completion of legal, tax, financial, operation, human resources and administration, and environmental due diligence of Target Company and such other due diligence as the Company may deem necessary.

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, 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.

On June 27, 2025, the Company and the Sellers entered into an amendment to the LOI (the “Amended LOI”).

The Amended LOI extended the completion date for the Potential Transaction to March 25, 2026.

Additionally, the Amended LOI outlined the transfer of certain fixed assets and intellectual property, including patents and copyrights, from the Target Company to the Company.

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.

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”).

The Asset Acquisition was structured as a simultaneous sign and close transaction which closed on June 30, 2025.

The purchase price was partly paid in the subsequent period.

The transaction was accounted for as an asset acquisition under ASC 805-50 and SEC Regulation S-X Rule 11-01(d).

As part of the assessment, the Company applied the initial screen test, which considers whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

In this case, substantially all of the fair value was concentrated in the software codes and related patents, by using market approach method and Excess earning approach method prepared by a third party valuation specialist.

Accordingly, the transaction did not meet the definition of a business and was accounted for as an acquisition of assets, with the total purchase consideration allocated on a relative fair value basis.

Company’s operations have historically been primarily financed through the issuance of its common stock, $0.01 par value per

share (the “Common Stock”), and preferred stock, $0.001 par value per share (the “Preferred Stock”).

inception, the Company has incurred significant losses and negative cash flows from operations.

The Company began generating

operating profit in the fourth quarter of 2025 and has continued to do so thereafter.

During the three months ended March 31,

2026, the Company reported a net income of $352 thousand 351,516 , a positive working capital of $ 3.3

million and an increase in cash of $ 1.5

The increase in cash was primarily attributable to $67 thousand 66,588

of cash provided by operating activities and $2.0 million 1,974,993

of cash provided by financing activities, partially offset by $518 thousand ( 518,047 )

of cash used in investing activities.

As of March 31, 2026, the Company had an accumulated deficit of $95.3 million ( 95,270,063 )

and cash on hand of $4.6 million 4,579,910 .

Although the Company generated net income, positive working capital, and positive operating cash flows during the three months ended

March 31, 2026 following changes in management and business strategy, it has incurred significant losses in prior years and has

a limited history of profitability.

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 March 31, 2026 do not include any adjustments to the carrying amounts or classification of assets, liabilities, and reported expenses that may be necessary should the Company be unable to continue as a going concern.

If the Company is unable to raise additional capital, it may be forced to liquidate its assets at amounts less than their carrying values, and investors could lose all or a portion of their investment.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025.

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

The functional currency of FiEE HK is the Hong Kong dollar (HKD).

Foreign currency transactions are translated into HKD using exchange rates at the transaction dates, while monetary assets and liabilities denominated in foreign currencies are remeasured at period-end rates.

The functional currency of all other entities of the Company is US Dollar (USD), the same as the reporting currency.

Assets and liabilities of the Company denominated in functional currency other than USD are translated into USD at fiscal year-end exchange rates.

Equity accounts other than earnings generated in the current period are translated into USD at the appropriate historical rates.

The results of operations and the statements of cash flows denominated in functional currency other than USD are translated into USD at the average exchange rates during the reporting period.

Translation adjustments arising from these are reported as cumulative translation adjustments and are shown as a separate component of accumulated other comprehensive loss in the consolidated statements of changes in shareholders’ equity.

Deferred Offering Costs

Offering costs directly attributable to a potential private offering of equity securities are accounted for in accordance with ASC 340 10 S99 1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5.A – Expenses of Offering.

The Company’s offering costs primarily consist of commitment fees incurred through the balance sheet date, which have been deferred and recorded as a non-current asset, as the offering had not been completed as of the reporting date.

Upon successful completion of the private offering, such costs will be charged against the proceeds and recorded as a reduction to stockholders’ equity.

If the offering is ultimately unsuccessful or abandoned, the deferred offering costs will be expensed in the period in which the offering is terminated.

The Company’s significant accounting policies have no material changes during the three months ended March 31, 2026, except for the following updates resulting from transactions that occurred during the three months ended March 31, 2026.

Property, Equipment and Software

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.

Property, equipment and software primarily consisted of equipment, vehicles, land, building 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.

Maintenance and repairs are charged to expense as incurred.

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Schedule of property, equipment and software useful life

Estimated useful life

Internal use software

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 years.

The amortization started in July 2025.

Fair Market Value

The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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 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

The Company operates as a single operating segment.

The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance.

The Company’s primary operations were historically in the United States, and prior to the end of 2024, it derived substantially all of its revenue from sales to customers in the U.S.

Beginning in March 2025, following the expansion of its operations in Hong Kong, the Company has derived all its revenues from Hong Kong.

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

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.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker.

The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption.

The amendments in ASU 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023 for public entities.

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

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.

Recently Issued Accounting Standards

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(3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS

Revenues from SaaS service before the end of 2024

Revenue recognized for each distinct performance obligation as control is transferred to the customer.

Revenue attributable to hardware products bundled with Software-as-a-Service (“SaaS”) offerings are recognized at the time control of the product transfers to the customer.

The transaction price allocated to the SaaS offering was recognized ratably beginning when the customer was expected to activate their account and over a three-year period that the Company estimated based on the expected replacement of the hardware.

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

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.

The Company adopted ASC 606, Revenue from Contracts with Customers, which requires a five-step model to recognize revenue from customer contracts.

The five-step model requires entities to exercise judgment when considering the terms of contracts, including:

(1) identifying the contracts or agreements with a customer;

(2) identifying the performance obligations in the contract or agreement;

(3) determining the transaction price;

(4) allocating the transaction price to the separate performance obligations;

and (5) recognizing revenue as each performance obligation is satisfied.

The Company applies the five-step model to contracts only when it is probable that the Company will collect the consideration to which it is entitled in exchange for the services it transfers to its clients.

Revenues from SaaS service- Multi-Channel Network (“MCN”) Digital Service

Since March 2025, the Company has expanded SaaS operations as a digital service provider, delivering full-cycle services to brand clients through legally binding agreements.

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

Service packages are customizable via the SaaS portal.

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.

(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 performance obligation has 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.

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.

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

The Company enters into bundled arrangements that typically include the sale of on-premise software licenses, standard or 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 standard or 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.

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 or standard 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.

For customized arrangements only, 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 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.

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 milestones for customized arrangements, while for standard arrangements, payment is due after final acceptance with no prepayment or milestone-based payments.

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.

For contracts with customized modules, revenue from the combined software license and customized modules is recognized over time as the Company fulfils its performance obligations by developing and enhancing the software assets throughout the project period.

The Company recognizes revenue using the output method based on the measurements of the value of the services transferred to date in relation to total performance obligation promised.

For contracts with standard modules, revenue from the combined software license and standard modules is recognized at a point in time upon final delivery and customer acceptance.

Revenue from maintenance and support services for both types 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.

Revenues from Digital Authentication Service

The Company provides digital authentication services for artworks, leveraging AI and blockchain technology.

Services include microstructure analysis, AI image comparison, authenticity determination, blockchain registration, and issuance of digital authentication reports.

Service packages are offered in standard and expedited editions, with fees calculated based on the dimensions of the artwork and required to be fully paid in advance.

The Company’s services comprise a single performance obligation, as the promised services are highly interdependent and integrated to deliver a conclusive authentication outcome.

The transaction price is fixed at contract inception.

Revenue is recognized at a point in time upon delivery of the final digital authentication report and blockchain certificate to the client, when the client obtains control of the completed authentication package.

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.

Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog.

Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced.

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

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.

Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities and non-cancellable backlog.

Non-cancellable backlog includes service orders for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for delivery or performance, and that are not yet invoiced.

March 31, 2026 and December 31, 2025, the remaining performance obligations related to MCN digital services purchased and

paid for in advance by customers for basic and value-added packages amounted to $ 568,973

and $ 1,497,721 ,

respectively, equaling the balances of contract liabilities.

These amounts are expected to be recognized as revenue within the next

The remaining performance obligations for software service as of March 31, 2026 and December 31, 2025 were $ 181,521 and $ 521,082 , respectively, excluding retention fees.

These amounts relate 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 three months.

As of March 31, 2026 and December 31, 2025, the remaining performance obligations related to digital authentication services purchased and paid for in advance by customers amounted to $ 99,930 and $ 0 , respectively, equaling the balances of contract liabilities.

These amounts are expected to be recognized as revenue within the next one month.

Contract Costs

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The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less.

These costs include sales commissions on SaaS contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract.

These costs include sales commissions on SaaS – MCN and software contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract.

Contract Balances

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.

The accounts receivable balances were $ 1,422,013 and $ 2,110,715 as of March 31, 2026 and December 31, 2025, 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 September 30, 2025 was $ 2,460,483 .

The contract liabilities balances were $ 668,903 and $ 1,497,721 as of March 31, 2026 and December 31, 2025, respectively.

Disaggregation of Revenue

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Other online and offline channels

Online and offline channels

The following table sets forth our revenues by product:

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Cable modems & gateways

Other networking products

SaaS – MCN digital services

Software services

Digital authentication services

The following table sets forth our revenues by the timing of revenue recognition:

Schedule of revenue recognized

Three Months Ended

Recognized at a point in time

Recognized over time

(4) BALANCE SHEET COMPONENTS

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Schedule of equipment

September 30,

Internal use software

Total property, equity and software

Total property, equipment and software

Accumulated depreciation and amortization

Total property, equipment and software, net

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.

Depreciation and amortization expense was $ 29 thousand and $ 50 thousand for the three months ended March 31, 2026 and 2025, 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 September 30, 2025 and December 31, 2024:

part of the asset acquisitions completed on June 30, 2025 and November 30, 2025, the amount allocated to the intangible

assets acquired was approximately $ 1.3

million and $ 2.5

million, respectively, primarily consisting of acquired proprietary software, which represent a group of copyrights, associated

patents and software source codes 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 three 3 years, its estimated useful life.

Intangible assets consisted of the following at March 31, 2026 and December 31, 2025:

Schedule of intangible assets

As of September 30, 2025

As of December 31, 2024

Gross Carrying

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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.

Amortization expense was $ 315 thousand and $ 0 thousand in the three months ended March 31, 2026 and 2025, respectively.

Estimated amortization expenses for the future years are as follows:

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Years ending December 31,

Other receivables, net

receivables, net primarily consisted of $ 18,051

and $ 1,132,558

as of March 31, 2026 and December 31, 2025, respectively, representing funds temporarily held in a settlement platform and pending transfer to the Company’s bank account.

In addition, other receivables, net included $ 70,966

as of March 31, 2026 and December 31, 2025, respectively, due from third‑party entities.

The entire $70,966 balance

due from a third‑party entity as of March 31, 2026 was fully reserved.

Prepaid and other current assets

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Schedule of inventories

September 30,

Insurance fee

Cloud hosting fee

Professional fees

Prepayment for property purchase

Nasdaq annual listing fee

Total prepaid and other current assets

Other assets consist of the following:

Schedule of other assets

Insurance fees

Investment deposit to a related party (1)

Deferred offering costs

Total other assets

The Company made an investment deposit of $1,097,098 to Maltose Culture, which is considered a related party as it is 60% owned by Yang Kai, the spouse of Cao Yu, the Company’s Chief Financial Officer and director.

The deposit was made in connection with a convertible loan toward the Transactions contemplated under the Investment Agreement (see Note 1 -Equity Investment and Loan).

Accrued expenses and other current liabilities

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Schedule of accrued expenses

September 30,

Payroll & related benefits

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Sales and use tax

Income tax payable

Other payable to Yixuntong (1)

Total accrued expenses and other current liabilities

As of March 31, 2026, other payables to Yixuntong primarily included $94 thousand for a software development and $21 thousand for advanced cloud hosting fee.

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 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.

Following the expiration, the Company’s newly established Hong Kong subsidiary executed new office lease agreements in March 2025.

The remaining balance was primarily for the reimbursement payable to employees.

The Company’s newly established Hong Kong subsidiary executed new office lease agreements in March 2025 and the Company’s newly acquired Japan subsidiary executed office lease agreements in October 2024, which expire in July and September 2026, respectively.

The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less.

Right-of-use assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less.

The components of lease expenses were as follows:

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Three months ended

September 30,

Nine Months Ended

September 30,

Operating lease costs

Short-term lease costs

Total lease costs

Cash paid for amounts included in the measurement of lease liabilities

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Schedule of weighted average remaining lease term and discount rate

September 30,

Three months ended

Operating leases:

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Weighted average discount rate

The Company leased office space from an affiliate entity owned by the Company’s former Chairman of the Board.

The lease expired and was not renewed in the first quarter of 2024.

(6 ) COMMITMENTS AND CONTINGENCIES

(a) Commitments

The Company was a party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels.

The license agreement had a term ending December 31, 2025 prior to its cancellation in 2023.

In connection with the license agreement, the Company had committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products.

Additionally, the Company was required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments.

Following the Company’s agreement with Motorola Mobility LLC on January 22, 2024, as mentioned below.

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 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”).

Pursuant to the Letter Agreement, the Company (A) initially transferred a portion of its inventory to Motorola and (B) agreed to transfer the reminder of such inventory upon receipt of certain funding in order to satisfy liabilities owed to Motorola, while agreeing to continue to provide certain customer and technical support.

Pursuant to the Settlement Agreement, the Company agreed (i) to pay Motorola a settlement amount of $1,167,071 and (ii) to transfer additional funds as collected from the Company’s customers in an amount up to $263,752.

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.

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.

The remaining $90 thousand is expected to be due before the end of 2025, and $30 thousand will be due in 2026.

(b) Vendor Obligation Releases

In its efforts to manage its liquidity and cash-flow position, the Company negotiated and executed liability release agreements with certain vendors in Q4 2023 who comprised $ 5.0 million of outstanding accounts payable as of December 31, 2023.

In aggregate, the executed release agreements resulted in a reduction of outstanding accounts payable obligations by $3.6 million from $5.0 million to $1.4 million.

The executed release agreements became effective and are contingent upon payment of the $ 1.4 million negotiated amounts received during the period of Q1 2024.

In addition, the Company agreed to pay certain vendors an additional $0.4 million contingent upon successful collection of customer receivables.

After the collection of customer receivables, the contingent amount was amended to $ 0.3 million during the period ended June 30, 2024.

As of June 30, 2024, the contingent amount has not been paid and is accounted in accrued expenses on the accompanying condensed consolidated balance sheets.

In July 2024, the Company paid the contingent amount of $ 0.3 million to its vendors.

Except as disclosed elsewhere in the accompanying notes, the Company had no other material commitments as of March 31, 2026.

(b) Contingencies

Contingencies on potential lawsuits

The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business.

The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit.

The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

This review is updated periodically as additional information becomes available.

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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 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.

At March 31, 2026, 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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However, the Company is unable to predict the outcome of these matters.

Uncertainty on the business operations

For the three months ended March 31, 2026, the Company’s operations depended in part on the continued service of its senior management, whose relationships with artists support the expansion and development of the Company’s primary customer base.

The loss of key management or technical personnel could adversely affect the Company’s ability to maintain these relationships and develop its technology-driven services.

(7) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS

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.

the three months ended March 31, 2026, the Company did not have any customers that individually accounted for 10 %

or more of its total revenues.

Three customers each accounted for approximately 11 %

of the Company’s total accounts receivable as of March 31, 2026.

One supplier accounted for approximately 75 %

of the Company’s total accounts payable as of March 31, 2026.

Other than the foregoing, no other customer or supplier

accounted for 10% or more of the Company’s total revenue, accounts receivable, or accounts payable.

During the year ended

December 31, 2025, the Company had one customer that accounted for approximately 75 %

of its total accounts receivable.

The majority of this accounts receivable was acquired through the acquisition of HGK on

November 30, 2025, and this customer contributed approximately 1% of the Company’s total revenue for the year ended

December 31, 2025.

Additionally, one supplier accounted for approximately 33 %

of the Company’s total accounts payable as of December 31, 2025.

Other than the foregoing, no other customer or supplier

accounted for 10% or more of the Company’s total revenues, accounts receivable, or accounts payable for the year ended

December 31, 2025.

(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

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 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 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 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 September 30, 2025.

On October 27, 2025, at the Company’s 2025 Annual Meeting of Stockholders, stockholders approved the conversion of the Convertible Note.

Pursuant to the terms of the Convertible Note, it automatically converted into 1,235,814 shares of common stock.

As of December 31, 2025, the Convertible Note had no outstanding balance.

(9) RELATED PARTY TRANSACTIONS

The Company had the following related party transactions during the three months ended March 31, 2026 and 2025:

Amount paid by a stockholder for operating activities and the balance due as of March 31, 2026.

See Note 4 for details.

Investment deposits paid to a related party.

See Note 4 for details.

Convertible note issued to a related party.

See Note 8 for details.

Equity transactions with shareholders.

Equity transactions with stockholders.

See Note 11 for details.

(10) LOSS PER SHARE

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

(10) EARNINGS (LOSS) PER SHARE

The Company’s Series A Preferred Stock is considered a participating security because it has the right to participate in dividends with common stockholders on an as-converted basis.

Accordingly, the Company applies the two-class method to compute basic and diluted earnings (loss) per share.

Under the two-class method, net income is allocated between common stockholders and participating securities based on their respective rights to receive dividends as if all earnings for the period had been distributed.

Net losses are not allocated to the Series A Preferred Stock, as holders do not have a contractual obligation to share in losses.

Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock.

Potentially dilutive securities include convertible Preferred Stock, warrants, and restricted shares.

Warrants and restricted shares are included in diluted EPS using the treasury stock method.

For convertible Preferred Stock that is a participating security, diluted EPS is calculated using the more dilutive of the two-class method or the if-converted method in accordance with ASC 260.

Under the two-class method, the numerator used in diluted EPS is consistent with that used in basic EPS.

Potential common shares are included only to the extent they are dilutive, and anti-dilutive securities are excluded.

Earnings (loss) per share for the three months ended March 31, 2026 and 2025, respectively, were as follows:

Schedule of net income (loss) per share

Three months ended

Nine Months Ended

September 30,

Basic earnings per common share:

Net income (loss)

Weighted average common shares - basic

Effect of dilutive common share equivalents

Weighted average common shares - dilutive

Basic and diluted

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).

Preferred stock dividend declared

Income (loss) available for distribution

Income allocated to participating securities

Net income (loss) available to common stockholders

Weighted average basic shares outstanding

Basic earnings (loss) per common share

Diluted earnings per common share:

Net income (loss) available to common stockholders

Weighted average basic shares outstanding

Dilutive effect related to warrants

Dilutive effect related to restricted stocks with service conditions

Weighted average diluted shares outstanding

Diluted earnings (loss) per common share

Diluted earnings (loss) per common share for the three months ended March 31, 2026 and 2025 excludes the effects of 3,227,500 and 7,236,180 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 Series A preferred stock, warrants, and restricted shares with a service condition.

Preferred Stock and Warrants

On January 23, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David Lazar (“Lazar”), a member of our Board of Directors, whereby, at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), the Company sold and Lazar (or to any transferee of Lazar’s which acquires the Securities Purchase Rights, as defined below, hereinafter a “Lazar Transferee”) purchased 2,000,000 shares of the Company’s preferred stock, $ 0.001 par value per share (the “Preferred Stock”), at a price per share of $ 1.40 , for an aggregate purchase price of $2,800,000, subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act of 1933, as amended, and Regulation S thereunder.

Under the Purchase Agreement, the Company agreed to designate 2,000,000 of the Preferred Stock as Series A Preferred Stock (the “Series A Preferred Stock”) for the sale to Lazar (or a Lazar Transferee).

Each share of Series A Preferred Stock shall be convertible, at the option of the holder, into 1.4 shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), and vote on an “as-if-converted” basis and shall have full ratchet protection in any subsequent offerings.

Pursuant to the Purchase Agreement, the Company shall also issue Lazar (or a Lazar Transferee) warrants to purchase up to an additional 2,800,000 shares of Common Stock, with an exercise price equal to $1.00 per share, subject to adjustment therein (the “Warrants”, and together with the Series A Preferred Stock, the “Purchased Securities”).

On January 23, 2024, the Company issued 2,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and warrants to purchase up to 2,800,000 shares of Common Stock at an exercise price of $ 1.00 per share, subject to adjustment (the “Warrants”).

The Company evaluated the Series A Preferred Stock and Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity , and determined that equity treatment was appropriate because neither the Series A Preferred Stock nor the Warrants met the definition of liability instruments.

The Warrants are classified as component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holder to receive a fixed number of shares of common stock upon exercise.

In addition, the Warrants do not provide any guarantee of value or return.

The Company valued the Warrants at issuance using the Black-Scholes option pricing model and determined the fair value of the Warrants to purchase 2,800,000 shares of the Company’s common stock at $ 4.7 million.

The key inputs to the valuation model included a weighted average volatility of 162.0 % and an expected term of 3.0 years.

The proceeds from the issuance of the Series A Preferred Stock to the Company were allocated based on the relative fair value of the Warrants as compared to the fair value of the Series A Preferred Stock.

The fair value of the Warrants incorporates assumptions regarding our common stock price, dividend yield, stock price volatility, as well as assumptions regarding the risk-free interest rate.

Using this model, the Warrants was valued at $ 1.4 million at January 23, 2024 and was included in additional paid in capital on our condensed consolidated balance sheet.

The fair value of the Series A Preferred Stock was determined based on assumptions that incorporated our common stock price and dividend rate.

The Company valued the Series A Preferred Stock at $ 4.5 million.

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.

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.

Pursuant to the February 18, 2025 SPA and its amendment, Seller, a former director and officer of the Company, sold to the Purchasers (i) 2,219,447 shares of Series A Preferred Stock, (ii) a warrant to purchase up to 2,800,000 shares of Common Stock at an exercise price of $1.00 per share, subject to adjustment (the “Warrant”), and (iii) certain receivables owed by the Company to Seller associated with the transaction (the “Lazar Receivables”).

On April 10, 2025, Seller transferred an additional 31,258 shares of Series A Preferred Stock to the Purchasers (together with the previously transferred shares and the Warrant, the “Securities”).

The aggregate purchase price for the Securities and the Lazar Receivables was $500,000, of which $300,000 was directed by Seller to be paid to the Company in exchange for a convertible note (see Note 8).

The Purchasers also paid a $3.4 million earn-out payment to Seller for his efforts related to the Company’s successful relisting on Nasdaq as of June 30, 2025.

The Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of Common Stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holder to receive a fixed number of shares of Common Stock upon exercise.

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

Pursuant to the February 18, 2025 SPA and its amendment, Lazar, a former director and officer of the Company, sold to the Purchasers (i) 2,219,447 shares of Series A Preferred Stock, (ii) a warrant to purchase up to 2,800,000 shares of Common Stock at an exercise price of $1.00 per share, subject to adjustment (the “Warrant”), and (iii) certain receivables owed by the Company to Lazar associated with the transaction (the “Lazar Receivables”).

On April 10, 2025, Lazar transferred an additional 31,258 shares of Series A Preferred Stock to the Purchasers (together with the previously transferred shares and the Warrant, the “Securities”).

The aggregate purchase price for the Securities and the Lazar Receivables was $500,000, of which $300,000 was directed by Lazar to be paid to the Company in exchange for a convertible note.

The Purchasers also paid a $3.4 million earn-out payment to Lazar for his efforts related to the Company’s successful relisting on Nasdaq as of June 30, 2025.

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.

No dividends have been declared or paid on the Common Stock or the Series A Preferred Stock as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company had 2,305,357 shares of Series A Preferred Stock issued and outstanding.

Each share of Series A Preferred Stock is convertible, at the option of the holder, into 1.4 shares of Common Stock, votes on an as-if-converted basis, and has full ratchet protection in any subsequent offerings.

The Warrants remained outstanding as of March 31, 2026.

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, 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 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 January 30, 2026, the Company entered into a securities purchase agreement (the “2026 Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, at the closing of the private placement (the “Closing”) in March 2026, an aggregate of 394,476 shares of Common Stock (the “Shares”), at an offering price of $ 5.07 per Share.

The Closing occurred on March 31, 2026.

The Company received total gross proceeds of $ 1,999,993 from the Purchasers.

As of March 31, 2026, $3,945 was recorded as Common Stock and $1,996,048 was recorded as additional paid-in capital (“APIC”), net of $53,823 of legal fees related to the offering, which were charged to APIC.

Helena Purchase Agreement

1 unchanged sentence

(“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 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.

The closing of each Advance (as defined in the Helena Purchase Agreement) and each sale and purchase of Common Stock related to each Advance 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 of Common Stock were issued on May 14, 2025, and (ii) 71,572 shares of Common Stock were issued on August 11, 2025.

The Commitment Fee Shares were fully earned as of the execution date of the Helena Purchase Agreement, 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 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.

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

In 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.

On November 12, 2025, Lazar exercised the warrant through a cashless exercise mechanism.

Pursuant to the cashless exercise, 402,347 shares of Common Stock were issued.

The warrant was fully settled upon this exercise and no longer remains outstanding.

Stock-Based Compensation

On April 29, 2025, the Company entered into Director Agreements with two independent directors, pursuant to which each director is entitled to receive 100,000 shares of Common Stock, provided they remain a director for one year from the effective date of the Director Agreements.

The grant date for these equity awards was April 29, 2025, with a one-year service period ending on April 29, 2026.

Compensation expense is recognized on a straight-line basis over the service period.

For the three months ended March 31, 2026, the Company recognized $46,000 of stock-based compensation expense related to these awards, representing the portion of the service period completed during the three months ended March 31, 2026.

This amount is recorded as an increase to additional paid-in capital and is included in general and administrative expenses in the consolidated statements of operations.

(12) SUBSEQUENT EVENTS

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.

The Company has evaluated subsequent events from March 31, 2026 through April 30, 2026, the date that the unaudited condensed consolidated financial statements were issued, and has determined that there are no additional events requiring recognition or disclosure in the financial statements except for the events as disclosed below:

On April 20, 2026, we relocated our principal executive offices from Hong Kong to 3-33, 2-chome Utajima, Nishiyodogawa District, Osaka, Japan.

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