UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 29, 2025, FiEE, Inc. f/k/a Minim, Inc. (the "Company") received a letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq” or the “Exchange”) notifying the Company that the Nasdaq Hearing Panel (the “Panel”) has determined that the Company is in compliance with the Nasdaq Listing Rules and that trading in the Company’s securities will resume on the Exchange on June 2, 2025. Notwithstanding the Panel’s determination to resume trading of the Company’s securities on the Exchange, the Panel issued a public reprimand letter to the Company, pursuant to Nasdaq Listing Rule 5815(c)(1)(D), due to the Company’s failure to comply with Nasdaq Listing Rule 5635(b), which requires shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company (the “Change of Control Rule”). The Panel found that a change of control took place in connection with transactions that occurred in February 2025, and that the Company therefore violated the Change of Control Rule; however, the Panel determined that a public reprimand letter will serve as an appropriate resolution to that violation. The Panel acknowledged that the transaction had the support of the Company’s largest stockholder, and so had the Company sought stockholder approval, it would have been successful in obtaining it. The Panel also acknowledged that the Company, while still listed, was not trading on Nasdaq at the time of the transaction but rather trading in the OTC market, where stockholders do not ordinarily expect Nasdaq’s shareholder approval rules to apply. Therefore, the Panel did not find that the violation of the Change of Control Rule materially adversely affected shareholders’ interests.
Item 8.01 | Other Events. |
On May 29, 2025, the Company received the Letter and, in reaching its determination that the Company is in compliance with the Nasdaq Listing Rules and that trading in the Company’s securities will resume on the Exchange, the Panel acknowledged that (i) the Company has since demonstrated compliance with Nasdaq Listing Rule 5550(b)(1), requiring minimum stockholders’ equity of $2,500,000, and (ii) the actions taken by the Company resolved the prior violations of Nasdaq Listing Rules 5635(c) and (d), requiring stockholder approval prior to certain issuances of securities. The Panel also determined that the violations were inadvertent and did not materially adversely affect stockholders’ interests.
A “Panel Monitor” has been implemented under Nasdaq Listing Rule 5815(d)(4)(A) for a period of one year from the date of the Letter. In the event that the Company becomes deficient with respect to any Nasdaq continued listing requirement, the Company will not be afforded the opportunity to submit a compliance plan for the Staff’s consideration and the Staff will issue a Staff Delisting Determination, following which the Company may request review by the Panel, at which the Company may present a compliance plan for the Panel’s consideration. In the event of a new hearing, any suspension or delisting action would be stayed pending the completion of the hearings process and the expiration of any additional extension period granted by the Panel following the hearing.
On May 30, 2025, the Company issued a press release announcing the receipt of the Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number | Description | |
99.1 | Press Release of FiEE, Inc. dated May 30, 2025. | |
104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
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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: June 4, 2025 | By: | /s/ Li Wai Chung |
Li Wai Chung | ||
Chief Executive Officer |
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