Business Context and Reporting Period
Company: FiEE, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 23, 2026
Principal Office: Osaka, Japan
Reporting Period: The filing reports on a specific event occurring on June 23, 2026, rather than a standard financial reporting period.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial data point disclosed is the potential capital raise:
- Maximum Offering Amount: Up to an estimated $6,272,809 in aggregate offering price.
- Commission Rate: 3.25% of aggregate gross proceeds payable to the Sales Agent.
- Underlying Instrument: Common Stock, $0.01 par value per share.
Material Changes
The material change reported is the entry into a definitive agreement for an equity financing program:
- Agreement Type: At-the-market (ATM) sales agreement.
- Counterparty: A.G.P./Alliance Global Partners (Sales Agent).
- Registration Basis: Shares will be sold pursuant to a shelf registration statement on Form S-3 (File No. 333-295474), declared effective on June 11, 2026.
- Flexibility: The Company has no obligation to sell any shares and may suspend or terminate the agreement at any time.
Guidance, Outlook, and Risks
Management Commentary: The filing indicates the Company intends to raise capital through discretionary sales of common stock in the open market. No specific operational guidance or earnings outlook is provided in this document.
Risks and Contingencies:
- Dilution: Issuance of shares under the program will result in dilution to existing shareholders.
- Market Conditions: Sales are subject to market conditions and the Sales Agent's normal trading practices.
- Costs: The Company must pay a 3.25% commission and reimburse certain expenses to the Sales Agent.
- Legal Opinion: K&L Gates LLP has issued a legal opinion regarding the shares, attached as Exhibit 5.1.
Investor Verification Checklist
- Verify the current share price and calculate the potential number of shares issuable under the $6,272,809 cap.
- Review the full text of the Sales Agreement (Exhibit 10.1) for specific termination clauses and conditions.
- Check the Company's recent Form S-3 (File No. 333-295474) for any other outstanding registered securities.
- Assess the Company's current cash position to determine the necessity of this capital raise.
- Monitor future filings for actual sales activity under this ATM program.