FiEE Inc filed SEC Form 8-K: Unregistered Sales of Equity Securities, Submission of Matters to a Vote of Security Holders
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| Item 3.02 | Unregistered Sales of Equity Securities. |
FiEE, Inc. (the “Company”) entered into an unsecured promissory note (the “Convertible Note”) effective February 18, 2025, with David Lazar, a former executive officer and director of the Company. 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. Pursuant to the terms of the Convertible Note, the Convertible Note automatically converted into 1,235,814 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), upon the approval of such conversion by the Company’s stockholders at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on October 27, 2025.
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 adjustment (the “July 2025 Warrant”) to Mr. Lazar in connection with a Services Agreement entered into on May 9, 2025 between the Company and David Lazar. 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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on October 27, 2025. As of the close of business on September 11, 2025, the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting, there were 6,295,961 outstanding shares of Common Stock and 2,305,357 outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Convertible Preferred Stock”). The holders of shares of Common Stock and shares of Series A Convertible Preferred Stock, voting together as a single class (with the holders of Series A Convertible Preferred Stock voting on an as-converted basis as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 22, 2025 (the “Proxy Statement”)), voted on the five proposals at the Annual Meeting. The final voting results for each proposal are set forth below:
Proposal 1
The Company’s stockholders voted in favor of the election of the following director nominees as directors until the next annual meeting of stockholders or until his or her successor is duly elected or appointed and qualified.
| For | Withheld | Broker Non-Vote | |
| Cao Yu | 4,091,795 | 2,284 | 606,151 |
| Hu Bin | 4,091,770 | 2,309 | 606,151 |
| David Natan | 4,092,601 | 1,478 | 606,151 |
| Chan Oi Fat | 4,091,770 | 2,309 | 606,151 |
Proposal 2
The Company’s stockholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Vote |
| 4,699,219 | 711 | 300 | - |
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Proposal 3
The Company’s stockholders voted to approve the issuance of shares of Common Stock issuable upon (i) the conversion of the Seller Convertible Note (as defined in the Proxy Statement) and (ii) exercise of the Seller Warrant (as defined in the Proxy Statement).
| For | Against | Abstain | Broker Non-Vote |
| 4,057,505 | 35,943 | 631 | 606,151 |
Proposal 4
The Company’s stockholders voted to approve the FiEE, Inc. 2025 Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Vote |
| 4,079,906 | 13,021 | 1,152 | 606,151 |
Proposal 5
The Company’s stockholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Vote |
| 4,077,228 | 13,067 | 3,784 | 606,151 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIEE, INC. | ||
| Date: October 30, 2025 | By: | /s/ Li Wai Chung |
| Li Wai Chung | ||
| Chief Executive Officer | ||
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