FiEE Sets Virtual Annual Meeting, Seeks Shareholder Approval for Key Equity Issuances

TL;DR

**FIEE is asking shareholders to greenlight a major equity issuance and a new incentive plan, which is critical for Nasdaq compliance and future growth, so vote FOR.**

AI Summary

FiEE, Inc. (FIEE) is holding its 2025 Annual Meeting on October 27, 2025, as a virtual-only event. Key proposals include the election of four director nominees, ratification of UHY LLP as the independent auditor for fiscal year ending December 31, 2025, and approval of the issuance of common stock related to the conversion of a Seller Convertible Note and exercise of a Seller Warrant to comply with Nasdaq Listing Rules 5635(c) and 5635(d). Stockholders will also vote on the FiEE, Inc. 2025 Equity Incentive Plan and a non-binding advisory vote on executive compensation. As of the September 11, 2025 record date, there were 6,295,961 outstanding shares of Common Stock and 2,305,357 shares of Series A Convertible Preferred Stock, convertible into 1,367,538 Common Stock shares, representing 82.2% and 17.8% of total voting power, respectively. The company's CEO, Li Wai Chung, and CFO, Cao Yu, were appointed in February and April 2025, respectively, indicating recent leadership changes.

Why It Matters

This DEF 14A filing is crucial for FiEE investors as it outlines significant corporate governance and capital structure changes. The approval of common stock issuance for the Seller Convertible Note and Seller Warrant is vital for maintaining Nasdaq compliance, directly impacting the company's listing status and market access. The proposed 2025 Equity Incentive Plan could influence future executive and employee retention and motivation, affecting long-term performance. For employees, the equity plan offers potential incentives, while customers and the broader market will watch how these governance decisions impact FiEE's strategic direction and competitive positioning.

Risk Assessment

Risk Level: medium — The filing indicates a medium risk level due to the need for shareholder approval for the issuance of common stock to comply with Nasdaq Listing Rules 5635(c) and 5635(d). Failure to secure this approval could jeopardize FiEE's Nasdaq listing. Additionally, several directors and officers, including David Natan, Matthew McMurdo, Avraham Ben-Tzvi, David Lazar, Andrew Papanicolau, and Patrick Rivard, were late in filing Section 16(a) reports in fiscal year 2024, suggesting administrative weaknesses.

Analyst Insight

Investors should vote 'FOR' all proposals, particularly Proposal 3 regarding the issuance of common stock, to ensure FiEE maintains its Nasdaq listing. Review the 2025 Equity Incentive Plan details to understand potential dilution and its impact on long-term shareholder value.

Key Numbers

• 2025-10-27 — Annual Meeting Date (Date of FiEE, Inc.'s virtual Annual Meeting of Stockholders)
• 2025-09-11 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 6,295,961 — Common Stock Shares Outstanding (Number of outstanding Common Stock shares entitled to vote as of the record date)
• 2,305,357 — Series A Convertible Preferred Stock Shares Outstanding (Number of outstanding Series A Convertible Preferred Stock shares as of the record date)
• 1,367,538 — Common Stock Equivalent from Series A Preferred (Number of Common Stock shares Series A Convertible Preferred Stock were convertible into as of the record date)
• 82.2% — Common Stock Voting Power (Percentage of total voting power held by Common Stock)
• 17.8% — Series A Convertible Preferred Stock Voting Power (Percentage of total voting power held by Series A Convertible Preferred Stock)
• 4 — Director Nominees (Number of director nominees to be elected to the Board of Directors)
• 5 — Proposals (Number of proposals requiring shareholder vote at the Annual Meeting)
• 1 — Quorum Requirement (One third of all capital stock issued, outstanding, and entitled to vote constitutes a quorum)

Key Players & Entities

• FiEE, Inc. (company) — Registrant for DEF 14A filing
• Li Wai Chung (person) — Chief Executive Officer and President of FiEE, Inc.
• Cao Yu (person) — Chief Financial Officer, Secretary, Treasurer and Director of FiEE, Inc.
• UHY LLP (company) — Independent registered public accounting firm for FiEE, Inc.
• Nasdaq (regulator) — Stock exchange with listing rules 5635(c) and 5635(d)
• David Natan (person) — Director of FiEE, Inc. and President and CEO of Natan & Associates, LLC
• Hu Bin (person) — Director of FiEE, Inc.
• Chan Oi Fat (person) — Director of FiEE, Inc. and Vice President – Finance of SML Group Corporation
• Securities and Exchange Commission (regulator) — Regulator for Section 16(a) reports
• Deloitte China (company) — Former employer of Li Wai Chung

FAQ

Industry Context

FiEE, Inc. operates within a dynamic industry where regulatory compliance and shareholder engagement are critical for maintaining stock exchange listings. The company's focus on complying with Nasdaq Listing Rules highlights the importance of adhering to exchange requirements to ensure continued trading. Recent leadership changes may indicate a strategic shift or a response to evolving market conditions.

Regulatory Implications

The company is seeking shareholder approval to issue common stock upon conversion of a Seller Convertible Note and exercise of a Seller Warrant, specifically to comply with Nasdaq Listing Rules 5635(c) and 5635(d). Failure to obtain this approval could jeopardize the company's listing status on the Nasdaq Stock Market.

What Investors Should Do

1. Vote FOR the election of the four director nominees.
2. Vote FOR the ratification of UHY LLP as the independent auditor.
3. Vote FOR the approval of the issuance of common stock related to the Seller Convertible Note and Seller Warrant.
4. Vote FOR the approval of the FiEE, Inc. 2025 Equity Incentive Plan.
5. Review the company's executive compensation disclosures and vote accordingly on the non-binding advisory proposal.

Key Dates

• 2025-10-27: 2025 Annual Meeting of Stockholders — Date for key shareholder votes, including director elections, auditor ratification, stock issuance approval, equity plan approval, and executive compensation advisory vote.
• 2025-09-11: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-02-01: CEO Appointment — Recent leadership change with the appointment of Li Wai Chung as CEO.
• 2025-04-01: CFO Appointment — Recent leadership change with the appointment of Cao Yu as CFO.
• 2024-12-31: Fiscal Year End — The period for which the independent auditor UHY LLP is being ratified and for which financial results will be reviewed.
• 2025-09-22: Mailing of Proxy Materials — Indicates when stockholders begin receiving information for the Annual Meeting.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes. (This document contains all the information shareholders need to make informed voting decisions at the Annual Meeting.)

Common Stock

The basic form of ownership in a corporation, carrying voting rights. (The primary class of stock for FiEE, Inc., with 6,295,961 shares outstanding as of the record date.)

Series A Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (Represents 17.8% of the total voting power, convertible into 1,367,538 common stock shares.)

Seller Convertible Note

A debt instrument that can be converted into equity (common stock) under certain conditions. (Approval is sought for the issuance of common stock upon its conversion to comply with Nasdaq rules.)

Seller Warrant

A financial instrument giving the holder the right, but not the obligation, to buy a stock at a specific price. (Approval is sought for the issuance of common stock upon its exercise to comply with Nasdaq rules.)

Nasdaq Listing Rules 5635(c) and 5635(d)

Rules requiring shareholder approval for certain stock issuances, particularly those involving significant dilution or related parties. (FiEE, Inc. needs shareholder approval to issue stock related to the convertible note and warrant to remain compliant.)

Say-on-Pay Vote

A non-binding shareholder vote on the compensation of the company's named executive officers. (Shareholders will have an advisory vote on executive compensation at the Annual Meeting.)

Quorum Requirement

The minimum number of shares that must be represented at a shareholder meeting for business to be legally transacted. (A quorum requires one-third of all issued, outstanding, and voting capital stock, impacting the validity of votes.)

Year-Over-Year Comparison

This filing indicates recent leadership changes with the appointment of a new CEO in February 2025 and a new CFO in April 2025. The primary focus of this proxy statement is on upcoming shareholder votes, including the election of directors, auditor ratification, and crucial stock issuance approvals needed for Nasdaq compliance, rather than a year-over-year financial comparison. Specific financial metrics from the prior year's 10-K are not detailed within this proxy statement's summary sections.

Key Financial Figures

• $0.01 — f shares of our common stock, par value $0.01 per share ("Common Stock") issuable upo
• $0.001 — Convertible Preferred Stock, par value $0.001 per share ("Series A Convertible Prefer

Filing Documents

• ny20054851x2_def14a.htm (DEF 14A) — 559KB
• logo_fiee.jpg (GRAPHIC) — 15KB
• ny20054851x2_pc01.jpg (GRAPHIC) — 567KB
• ny20054851x2_pc02.jpg (GRAPHIC) — 569KB
• 0001140361-25-035719.txt ( ) — 3996KB
• minm-20251027.xsd (EX-101.SCH) — 3KB
• minm-20251027_def.xml (EX-101.DEF) — 3KB
• minm-20251027_lab.xml (EX-101.LAB) — 2KB
• minm-20251027_pre.xml (EX-101.PRE) — 7KB
• ny20054851x2_def14a_htm.xml (XML) — 54KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 PAY VERSUS PERFORMANCE 28 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 31 STOCKHOLDER COMMUNICATIONS 32 OTHER MATTERS 32 HOUSEHOLDING 33 i TABLE OF CONTENTS PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 27, 2025 General The enclosed proxy is solicited on behalf of the Board of Directors of FiEE, Inc. (the "Board of Directors" or "Board"), for use at the 2025 Annual Meeting of Stockholders to be held on October 27, 2025 at 9:00 a.m Eastern Time (the "Annual Meeting"), or at any continuation or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. Stockholders of record at the close of business on September 11, 2025 (the "Record Date") will be entitled to vote at the Annual Meeting. This Proxy Statement, the form of proxy and accompanying materials are being first delivered or sent to stockholders on or about September 22, 2025. Stockholders can participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/FIEE2025. In this Proxy Statement we refer to FiEE, Inc., as "FiEE," the "Company," "we," or "us." At the Annual Meeting, the stockholders will be asked: 1) to elect four director nominees to serve on our Board of Directors until the next Annual Meeting or until his or her successor is duly elected or appointed and qualified; 2) to ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; 3) to approve, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of shares of our common stock, par value $0.01 per share ("Common Stock") issuable upon the (i) conversion of the Seller Convertible Note (as defined in the accompanying Proxy Statement) and (ii) exercise of the Seller Warrant (as defined in the accompanying Proxy Statement); 4) to approve the FiEE, Inc. 2025 Equity Incentive Plan; 5) to approve by a non-binding adv

View Full Filing

View this DEF 14A filing on SEC EDGAR