FiEE, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (A) Unregistered Sales of Equity Securities On January 30, 2026, the Company entered into the 2026 Purchase Agreement with the Purchasers, pursuant to which the Company agreed to sell 394,476 Shares at an offering price of $5.07 per Share. The Closing occurred on March 31, 2026. (B) Use of Proceeds Not applicable. (C) Issuer Purchases of Equity Securities None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. O THER INFORMATION During the three months ended March 31, 2026, no director or officer of FiEE adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K. 32 ITEM 6. EXHIBITS Exhibit No. Exhibit Description 10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 2, 2026). 10.2 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on February 2, 2026). 10.3 Amendment No. 1 to Securities Purchase Agreement dated as of January 30, 2026 by and among the Company and the Purchasers therein, effective as of February 28, 2026. (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed by the Company on March 20, 2026). 10.4 Investment Agreement, dated as of March 23, 2026, by and among FiEE (HK) Limited, Guangzhou Yinlian Culture Co., Ltd., Guangzhou Maltose Culture Communication Co., Ltd., Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., Cai Yuanyao, Zhang Dingcheng, and Zhang Rong (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 27, 2026). 10.5 Shareholder Agreement, dated as of March 23, 2026, by and among FiEE (HK) Limited, Guangzhou Yinlian Culture Co., Ltd., Guangzhou Maltose Culture Communication Co., Ltd., Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., Cai Yuanyao, Zhang Dingcheng, and Zhang Rong. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on March 27, 2026). 31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† 32.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † Furnished herewith. 33 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIEE, INC. (Registrant) Date: April 30, 2026 By: /s/ Li Wai Chung Li Wai Chung Chief Executive Officer and President (Principal Executive Officer and Duly Authorized Officer) Date: April 30, 2026 By: /s/ Cao Yu Cao Yu Chief Financial Officer (Principal Financial and Accounting Officer) 34