M&A - MINIM, INC.

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Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625003706

Filing Summary: FiEE, Inc. has reported a net loss of $373,910 for the quarter ended March 31, 2025, demonstrating a significant decrease in revenues from $639,893 in the same quarter the previous year to only $125 this year. The major operating expenses greatly overshadowed revenues, leading to an operating loss of $371,121. Furthermore, the company is pursuing a potential acquisition involving the complete purchase of Suzhou Yixuntong Network Technology Co., Ltd., for a total of $2 million, with an initial prepayment of $300,000 pending completion of due diligence. The Company has also undergone a name change from Minim, Inc. to FiEE, Inc., effective February 27, 2025. Financial indicators show a cash position of $9,104 as of March 31, 2025, down from $30,162 in the prior quarter. Liabilities have increased significantly, resulting in a total of $861,796, indicating substantial financial restructuring needs. The management's plan continues to focus on expanding operations alongside cost adjustments to match sales levels while navigating a markedly challenging financial environment.

Additional details:

Net Sales: 125


Cost Of Goods Sold: 750


Gross Loss Margin: -625


Operating Expenses Total: 370496


Operating Loss: 371121


Net Loss: 373910


Accumulated Deficit: 97066966


Cash And Cash Equivalents: 9104


Total Liabilities: 861796


Preferred Stock Outstanding: 2305357


Common Stock Outstanding: 3713792


Form Type: 8-K/A

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912625003580

Filing Summary: On May 9, 2025, FiEE, Inc. entered into two Securities Purchase Agreements with Cao Yu and Hu Bin, through which it sold a total of 2,439,025 shares of common stock for a combined total of $4,000,000. Additionally, the company entered into the Helena Purchase Agreement, allowing it to issue and sell up to $15,000,000 worth of common stock to Helena Global Investment Opportunities I Ltd. Shares issued to Helena under this agreement will be subject to ownership limits that prevent total beneficial ownership from exceeding 9.99% of outstanding shares. Furthermore, FiEE entered a second amended and restated Securities Purchase Agreement to clarify terms with David Lazar and offered a Convertible Note for $300,000, convertible into common stock upon stockholder approval. FiEE expects that the capital raised will ensure compliance with Nasdaq listing requirements. This document also amends the original Form 8-K filed on May 12, 2025, regarding the Helena Purchase Agreement and provides additional disclosure under Item 8.01.

Additional details:

Item 1 01 Material Definitive Agreement: Securities Purchase Agreements with Cao Yu and Hu Bin


Item 2 03 Direct Financial Obligation: Creation of a direct financial obligation through the Convertible Note


Item 3 02 Unregistered Sales Of Equity Securities: Unregistered sales of equity securities under the Cao SPA, Hu SPA, and Helena Purchase Agreement, and the Convertible Note


Item 8 01 Other Events: Raised $4,000,000 from Cao SPA and Hu SPA for stockholders’ equity compliance with Nasdaq requirements.


Form Type: 10-K

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625002538

Filing Summary: FiEE, Inc., formerly known as Minim, Inc., filed its 10-K for the fiscal year ended December 31, 2024. The company has transitioned from traditional consumer networking and intelligent software services to becoming a digital service provider focused on integrating artificial intelligence and data analytics into content creation and brand management. On February 18, 2025, the company closed a purchase agreement for securities with purchasers who obtained Series A Convertible Preferred Stock and warrants to purchase common stock. Additionally, a non-binding letter of intent was signed on March 25, 2025, for acquiring equity interests in Suzhou Yixuntong Network Technology Co., Ltd. The company also reported a suspension of its trading status on the Nasdaq due to not meeting stockholders' equity requirements and is in the process of addressing additional deficiencies noted by Nasdaq regarding shareholder approval and governance requirements.

Additional details:

Shares Outstanding: 4913792


Market Value Common Stock: 3900000


Transaction Date: 2025-02-18


Purchase Price Securities: 500000


Number Of Acquired Equity Interests: 100


Potential Transaction Value: 2000000


Prepayment To LOI Sellers: 300000


Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000092189525000727

Filing Summary: This document is Amendment No. 5 to the Schedule 13D filed by David E. Lazar regarding his ownership of shares in FiEE, Inc. It details several transactions, including the acquisition of 1,200,000 shares of Common Stock on February 18, 2025, as part of a total beneficial ownership of 2,802,254 shares, representing approximately 35.1% of the company. Lazar also sold 2,219,447 shares of Series A Preferred Stock as part of a transaction worth $500,000. The document outlines the conditions of a securities purchase agreement and the Reporting Person's rights to additional payments and shares contingent upon meeting specific milestones related to regulatory approvals. It specifies the implications of a Conversion Increase on the Series A Preferred Stock and details about the Reporting Person's voting rights and conditions for consideration.

Additional details:

Reporting Person: David E. Lazar


Beneficial Ownership Common Stock: 2681980


Beneficial Ownership Series A Preferred Stock: 120274


Total Shares Beneficially Owned: 2802254


Percentage Of Shares Owned: 35.1


Transaction Value: 500000


Common Stock Acquired: 1200000


Series A Preferred Stock Sold: 2219447


Conversion Price Increase: 2.75


Securities Purchase Agreement Date: 2025-02-18


Form Type: SCHEDULE 13D

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625001210

Filing Summary: On February 18, 2025, MINIM, INC. entered into the Amended and Restated Securities Purchase Agreement, wherein significant purchases of stock and warrants were made by Cao Yu, Hu Bin, and Youxin Consulting Limited from David Lazar. The Purchasers acquired 2,219,447 shares of Series A Convertible Preferred Stock, a warrant for up to 2,800,000 additional shares of Common Stock with an exercise price of $1.00, and additional shares and preferred stock. The total purchase price for the securities was $500,000. As further consideration, the Seller may receive an additional payment of up to $3,400,000 if MINIM, INC.'s Common Stock lists on a recognized Trading Market by December 31, 2025, among other terms. The transaction also includes a provision to amend the certificate of incorporation regarding the Series A Convertible Preferred Stock.

Additional details:

Reporting Person: Cao Yu

Beneficial Ownership: 1,129,920 shares of Series A Convertible Preferred Stock, a warrant for 1,425,480 shares


Reporting Person: Hu Bin

Beneficial Ownership: 847,384 shares of Series A Convertible Preferred Stock, a warrant for 1,069,040 shares


Reporting Person: Youxin Consulting Limited

Beneficial Ownership: 242,141 shares of Series A Convertible Preferred Stock, 2,656,980 shares of Common Stock, a warrant for 305,480 shares


Reporting Person: Li Wai Chung

Beneficial Ownership: record owner of 242,141 shares of Series A Convertible Preferred Stock, 2,656,980 shares of Common Stock


Purchase Agreement Date: 2025-02-18

Purchase Price: $500,000

Additional Payment Conditions: up to $3,400,000 if certain stock listing requirements are met


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