FiEE Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 27, 2025, FiEE, Inc., a Delaware corporation (the “Company”), entered into (i) a Share Purchase Agreement (the “Purchase Agreement”) with Yang Zhiqin and Lin Lin, pursuant to which the Company agreed to acquire 100% of the outstanding equity interests of Houren-Geiju Kabushikikaisha, a company organized under the laws of Japan (“Houren-Geiju”), for an aggregate purchase price of $500,000 and (ii) a Technology Transfer Agreement (the “Technology Transfer Agreement”), with Lin Lin, pursuant to which the Company agreed to purchase all of the assets owned by Houren-Geiju for an aggregate purchase price of $3 million (collectively, the “Transactions”).
Houren-Geiju is a provider of digital authentication services for art collections, using artificial intelligence and blockchain technology to enable both individual and corporate clients to complete artwork authentication, certification, and display services.
The Purchase Agreement and the Technology Transfer Agreement contain customary representations, warranties and covenants of the parties. The closing of the Transactions is subject to customary closing conditions. The Purchase Agreement and the Technology Transfer Agreement also include customary indemnification provisions and termination rights.
The Transactions closed on November 30, 2025.
The foregoing descriptions of the Purchase Agreement and the Technology Transfer Agreement are not complete and are qualified in their entirety by reference to the full texts of the Purchase Agreement and the Technology Transfer Agreement, which are, respectively, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
| Item 7.01 | Regulation FD Disclosure. |
In connection with the Transaction, on December 2, 2025, the Company issued a press release announcing the Transaction, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
As previously disclosed in a Current Report on Form 8-K filed on March 25, 2025, the Company entered into a non-binding letter of intent (the “LOI”) with Hongyan Sun and Lin Lin (collectively, the “Sellers”). The LOI outlined the terms of the purchase of 100% of the equity interests of Suzhou Yixuntong Network Technology Co., Ltd. (“Target Company”) by the Company (the “Potential Transaction”). As previously disclosed in a Current Report on Form 8-K filed on July 1, 2025, the Company and the Sellers entered into an amendment to the LOI (the “Amended LOI”) to, among other things, (i) extend the date by which the Potential Transaction must be completed to March 25, 2026 and (ii) outline the terms of the transfer of certain of the Target Company’s fixed assets and intellectual property to the Company, which was completed on June 30, 2025. On November 27, 2025, the Company and the Sellers entered into a Supplementary Agreement to the LOI, pursuant to which the parties agreed that the Company would no longer purchase 100% of the equity interests of the Target Company and formally terminated the LOI and the Amended LOI in full effect.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses or Funds Acquired |
The financial statements required by this item are not being filed herewith. The Company will file the required financial statements as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed.
| (b) | Pro Forma Financial Information |
The pro forma financial information required by this item is not being filed herewith. The Company will file the required pro forma financial information as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Share Purchase Agreement, dated as of November 27, 2025, by and among FiEE, Inc., Yang Zhiqin and Lin Lin. | |
| 10.2 | Technology Transfer Agreement, dated as of November 27, 2025, by and between FiEE, Inc. and Lin Lin. | |
| 99.1 | Press Release of FiEE, Inc., dated December 2, 2025. | |
| 104 | Cover Page Interactive Data (embedded within 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: December 2, 2025 | By: | /s/ Li Wai Chung |
| Li Wai Chung | ||
| Chief Executive Officer | ||
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