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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2026
FiEE, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-37649 |
|
04-2621506 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong 00000
(Address of principal executive offices, including zip code)
852-28166813
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
|
FIEE |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Equity Investment and Loan
On March 23, 2026, FiEE (HK) Limited, a limited liability
company formed under the laws of Hong Kong (“FiEE HK”) and wholly owned subsidiary of FiEE, Inc., a Delaware corporation (the
“Company”), entered into an Investment Agreement (the “Investment Agreement”) by and among FiEE HK, Guangzhou
Yinlian Culture Co., Ltd., a limited liability company formed under the laws of the People’s Republic of China (the “PRC”)
(“Yinlian Culture”), Guangzhou Maltose Culture Communication Co., Ltd., a limited liability company formed under the laws
of the PRC (“Maltose Culture”), Guangzhou Qingniao Culture Co., Ltd., a limited liability company formed under the laws of
the PRC (“Qingniao Culture”), Shenzhen Yaojin Creative Media Co., Ltd., a limited liability company formed under the laws
of the PRC (“Yaojin Media”), Cai Yuanyao, Zhang Dingcheng, and Zhang Rong, pursuant to which (i) FiEE HK agreed to acquire
a 51% equity interest (and 60% of the voting rights) in Yinlian Culture, for an aggregate purchase price of $51,000 (the “Equity
Investment”) and (ii) FiEE HK, or an entity designated by FiEE (HK), will provide a zero-interest convertible loan to Yinlian Culture
in the principal amount of up to approximately $2.9 million (the “Loan” and, together with the Equity Investment, the “Transactions”).
The Loan is to be funded in three tranches: (i) approximately
$720,000 to be funded within 14 business days following the full payment for the Equity Investment, provided that Yinlian Culture has
delivered its financial seals and bank-related documents (including online banking access) to FiEE HK; (ii) approximately $720,000 to
be funded within one month of the simultaneous satisfaction of the following conditions: (a) Yinlian Culture and its subsidiaries and
controlled entities (collectively, the "Group") have achieved positive consolidated net profit after tax within six months from
the date of the Investment Agreement, (b) the Group has provided FiEE HK with a profit forecast for the following 12 months following
the date of the Investment Agreement that is acceptable to FiEE HK and reflects positive consolidated net profit after tax, and (c) the
Group has undertaken in writing to meet such performance targets within the agreed timeframe; and (iii) approximately $1.44 million to
be funded within one month of the realization of the 12-month profit forecast described in clause (ii)(b) above.
Under the terms of the Loan, FiEE HK, or an entity
designated by FiEE HK, has the option, exercisable at any time by written notice, to either (i) require Yinlian Culture to repay all or
any portion of the Loan in cash, or (ii) convert all or any portion of the Loan into additional equity in Yinlian Culture, which, upon
full conversion, would result in FiEE HK and its designated entities collectively holding 60% of the total equity interests in Yinlian
Culture.
The Investment Agreement contains customary representations,
warranties and covenants of the parties. The closing of the Equity Investment and the closing of the Loan are each subject to customary
closing conditions. The Investment Agreement also includes customary indemnification provisions and termination rights.
In connection with the signing of the Investment Agreement,
FiEE HK, Yinlian Culture, Maltose Culture, Qingniao Culture, Yaojin Media, Cai Yuanyao, Zhang Dingcheng, and Zhang Rong entered into a
Shareholder Agreement, dated as of March 23, 2026, governing the rights and obligations of the shareholders of Yinlian Culture, including,
but not limited to, board composition and governance, voting rights, dividend rights and distribution thresholds, liquidation preference,
and transfer restrictions.
The closing of the Equity Investment is expected to
occur in April 2026, upon which FiEE HK will acquire 51% of the equity interests (and 60% of the voting rights) in Yinlian Culture and
the VIE Agreements (as defined below) will become effective. The closing of the Loan is expected to occur following the satisfaction of
the applicable conditions precedent described above.
VIE Agreements
Maltose Culture is an AI-empowered music ecosystem
that integrates content creation, intelligent platform distribution, and next-generation home entertainment. At or immediately prior to
the closing of the Equity Investment, Maltose Culture will be owned 40% by Zhang Dingcheng and 60% by Yang Kai, the spouse of Cao Yu,
who serves as Chief Financial Officer and a member of the board of directors of the Company (the “Board”). As a result, the
Transactions constitute related party transactions and were reviewed and approved by the Audit Committee of the Board.
In order to establish effective control over, and the
right to receive the economic benefits of, Maltose Culture, pursuant to the requirements of PRC law, Yinlian Culture entered into the
following agreements (collectively, the "VIE Agreements") with Maltose Culture, Yang Kai, and Zhang Dingcheng.
Exclusive Purchase Option Agreement
Pursuant to the Exclusive Purchase Option Agreement,
dated as of March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng granted to
Yinlian Culture an exclusive and irrevocable option to acquire 100% of the equity interests of Maltose Culture at the lowest price permitted
by applicable PRC law, together with the right to acquire all of the assets of Maltose Culture. The option may be exercised by Yinlian
Culture at any time, subject to applicable PRC regulatory requirements and approvals.
Irrevocable Proxy Agreement
Pursuant to the Irrevocable Proxy Agreement, dated
as of March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng irrevocably appointed
Yinlian Culture as their exclusive proxy to exercise all shareholder voting rights with respect to their respective equity interests in
Maltose Culture, including without limitation all voting rights, the right to appoint directors and senior management, and the right to
transfer, pledge, or otherwise dispose of their equity interests. The proxy is irrevocable and remains effective for the entire operating
term of Maltose Culture, unless earlier terminated by Yinlian Culture.
Business Cooperation Agreement
Pursuant to the Business Cooperation Agreement, dated
as of March 23, 2026, in connection with the signing of the Investment Agreement, Yinlian Culture agreed to provide exclusive consulting
and technical services to Maltose Culture and to license certain intellectual property to Maltose Culture on a non-exclusive, non-transferable
basis, in exchange for service fees payable by Maltose Culture to Yinlian Culture.
Equity Pledge Agreement
Pursuant to the Equity Pledge Agreement, dated as of
March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng pledged all of their
respective equity interests in Maltose Culture to Yinlian Culture as security for the performance of all of their obligations and Maltose
Culture’s obligations under the VIE Agreements.
Spousal Consent
In connection with the signing of the Investment Agreement,
Cao Yu executed a Spousal Consent, dated as of March 23, 2026, acknowledging and consenting to Yang Kai's entry into and performance of
the VIE Agreements, and confirming that she has no claim to the equity interests of Maltose Culture held by Yang Kai.
The foregoing
descriptions of the Investment Agreement and the Shareholder Agreement are not complete and are qualified in their entirety by
reference to the full texts of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K (this “Report”) and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
In connection with the Transaction, on March 27, 2026,
the Company issued a press release announcing the Transactions, a copy of which is attached to this Report as Exhibit
99.1.
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.
Safe Harbor for Forward-Looking Statements
This Report contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the
Exchange Act, including, but not limited to, expectations regarding the Transactions, including the timing of the closing of the Transactions.
These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical
fact (including statements containing the words “will,” “projects,” “intends,” “believes,”
“plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues”
and similar expressions) should be considered to be forward-looking statements. Forward-looking statements are not promises
or guarantees of future performance and are subject to a variety of risks and uncertainties, many of which are beyond the Company’s
control. Actual results may differ materially from those described in the forward-looking statements and will be affected by
a variety of risks and factors that are beyond the Company’s control including, without limitation, market risks and uncertainties,
the completion of the transactions described herein, and other important risks and factors described in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2025, any subsequent Quarterly Reports on Form 10-Q, and in subsequent filings
made by the Company with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof,
and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Investment Agreement, dated as of March 23, 2026, by and among FiEE (HK) Limited, Guangzhou Yinlian Culture Co., Ltd., Guangzhou Maltose Culture Communication Co., Ltd., Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., Cai Yuanyao, Zhang Dingcheng, and Zhang Rong. |
| 10.2 |
|
Shareholder Agreement, dated as of March 23, 2026, by and among FiEE (HK) Limited, Guangzhou Yinlian Culture Co., Ltd., Guangzhou Maltose Culture Communication Co., Ltd., Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., Cai Yuanyao, Zhang Dingcheng, and Zhang Rong. |
| 99.1 |
|
Press Release of FiEE, Inc., dated March 27, 2026. |
| 104 |
|
Cover Page Interactive Data (embedded within Inline XBRL document). |
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: March 27, 2026 |
By: |
/s/ Li Wai Chung |
| |
|
Li Wai Chung |
| |
|
Chief Executive Officer |
Exhibit 99.1
FiEE, Inc. to Invest Approximately $3.0 Million
to Build AI Music Ecosystem
Hong Kong, 27 March 2026 — FiEE,
Inc. (NASDAQ:FIEE) (“FiEE” or the “Company”), a technology company integrating IoT, connectivity, and AI to redefine
brand management solutions in the digital era, is making a strategic investment in the future of the AI music ecosystem.
FiEE has entered into an agreement to acquire
a 51% equity stake in YinLian Culture for an aggregate purchase price of $51,000. Through this acquisition and the associated variable
interest entity (“VIE”) structure, FiEE now effectively controls and captures the economic benefits of Maltose Culture, an
AI-empowered music ecosystem that integrates content creation, intelligent platform distribution, and next-generation home entertainment.
The Company is also providing a convertible loan
of approximately $2.9 million, bringing FiEE’s total investment to approximately $3.0 million, to YinLian Culture to support its
planned expansion initiatives. Upon conversion of the loan, which may occur solely at the Company’s option, the Company’s
equity interest in YinLian Culture will increase to 60%. By combining Maltose Culture’s deep music expertise with FiEE’s cutting-edge
AI capabilities, the Company is building what it believes will be one of the world’s most advanced, end-to-end AI music infrastructures.
From AI-driven songwriting and production to smart distribution and immersive home listening experiences, FiEE believes it is positioning
itself at the forefront of the global music revolution.
Maltose Culture is a leader in China’s vibrant
music landscape, providing seamless creation tools, multi-channel distribution, and immersive offline experiences. Through Maltose Culture’s
partnerships with China’s leading digital platforms, it enables creators to reach broad audiences efficiently and cost-effectively.
Maltose Culture’s flagship home entertainment membership services, developed in close collaboration with a major Chinese telecommunications
operator, offer families an integrated experience featuring karaoke, premium listening, and high-quality music video streaming, aiming
to support customer loyalty and recurring engagement.
Through this strategic acquisition, the Company
expects to acquire a diverse portfolio of assets, including an expansive music copyright library, a broad roster of top-tier performers,
and a developed network of domestic distribution channels in China. These elements are intended to complement and supercharge FiEE’s
existing cultural business portfolio, potentially addressing key operational areas for the Company, and providing a foundation for potential
future growth.
Furthermore, Maltose Culture brings an experienced
operating team with more than two decades of extensive industry knowledge. Led by its accomplished General Manager,
Zhang Rong, who has collaborated with numerous Chinese musicians, Maltose Culture delivers industry connections and market insights into
evolving trends and consumer preferences, which the Company believes will support its ongoing initiatives.
Strategic Expansion in the Music Industry
This strategic acquisition is expected to position
the Company for potential growth in the music industry, while expanding its cultural footprint and strengthening its position within in
AI-powered entertainment.
By combining the Company’s world-class AI
capabilities with Maltose Culture’s established expertise, rich copyright reserves, and extensive distribution infrastructure, the
Company intends to redefine music creation and delivery. Plans are underway to release a number of high-quality AI-generated music tracks
and music videos in the coming months, introducing originals and remastered IPs designed to engage audiences and potentially generate
recurring royalty streams aimed at supporting long-term cash flow.
The distribution of these creations is expected
to follow a powerful dual-channel approach, including leveraging online reach for global scale while incorporating offline experiences,
such as electrifying live house performances and events, to enhance fan connections and explore additional revenue streams. These touchpoints
are expected to further support the perceived value of AI-creations and integrate them into FiEE’s newly acquired home entertainment
membership services, bringing the hottest AI-powered content directly into consumers’ living rooms.
The anticipated synergies also extend beyond music.
With AI-generated tracks aiming to attract significant streams and users worldwide, this projected increased traffic is intended to support
the Company’s MCN business, contributing to community growth, creator engagement, and cross-platform commercialization opportunities.
Rafael Li, Chief Executive Officer of FiEE,
commented, “This strategic acquisition marks a significant milestone in broadening our cultural presence with the addition of a
dynamic music vertical. We are focused on building a vertically integrated music platform—spanning AI-driven content production,
online distribution, offline live experiences, and premium home entertainment. Our goal is to pursue hundreds of millions of global streams
for our music tracks and videos, and to establish a leading position in AI-powered music and content creation over the next two years.
By harnessing our team’s deep AI expertise, we are committed to pursuing value in the global music market, exploring applications
in other entertainment formats such as reels, shorts, and short dramas, and striving to deliver exceptional long-term stockholder value
through sustainable growth.”
About FiEE, Inc.
FiEE, Inc. (NASDAQ:FIEE), formerly Minim, Inc.,
was founded in 1977. It has a historical track record of delivering comprehensive WiFi/Software as a Service platform in
the market. After years of development, it made the strategic decision to transition to a Software First Model in 2024 to expand its technology
portfolio and revenue streams. In 2025, FiEE, Inc. rebranded itself as a technology company leveraging its expertise in
IoT, connectivity, and AI to explore new business prospects and extend its global footprint.
FiEE, Inc.’s services are structured into
four key categories: Cloud-Managed Connectivity (WiFi) Platform, IoT Hardware Sales & Licensing, SAAS Solutions, and Professional
To-C and To-B Services & Support. Notably, FiEE, Inc. has introduced its innovative Software as a Service solutions, which integrate its
AI and data analytics capabilities into content creation and brand management. This initiative has nurtured a robust pool of KOLs on major
social media platforms worldwide, helping them develop, manage, and optimize their digital presence across these platforms. FiEE, Inc.’s
services include customized graphics and posts, short videos, and editorial calendars tailored to align with brand objectives.
Forward-Looking Statements
This press release contains forward-looking statements, which include, but are not limited to, statements regarding the anticipated benefits
of the acquisition of YinLian Culture, including the Company’s ability to build an AI music infrastructure, develop and commercialize
AI-generated music content, grow its distribution channels and home entertainment membership services, and realize synergies across its
MCN and broader cultural business portfolio; the expected success of the Company’s integration of Maltose Culture’s business
into the Company’s business; the Company’s business strategy, including its strategic transformation; and the Company’s
ability to drive long-term growth and stockholder value. These forward-looking statements are subject to the safe harbor provisions under
the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize.
Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties,
risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the Company to maintain
compliance with the Nasdaq continued listing standards; the impact of fluctuations in global financial markets on the Company’s
business and the actions it may take in response thereto; the Company’s ability to execute its plans and strategies; the Company’s
ability to successfully integrate Maltose Culture’s operations, develop and monetize AI-generated content, and realize the anticipated
benefits of the acquisition, including risks related to the VIE structure and competition in the music and AI content industries; and
the impact of government laws and regulations. Additional risks and uncertainties that could cause actual outcomes and results to differ
materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” in the
Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in the Company’s subsequent reports on Form 10-Q or
Form 8-K filed with the U.S. Securities and Exchange Commission from time to time and available at www.sec.gov.
Media
fiee@dlkadvisory.com
Source: FiEE, Inc.
