| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FiEE, Inc. [ MINM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/18/2025 | A | 1,200,000(1) | A | (1) | 2,681,980 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (2) | 02/18/2025 | S | 2,219,447 | 02/18/2025 | (3) | Common Stock | 3,107,226 | (4) | 85,910 | D | ||||
| Warrants | $1 | 02/18/2025 | S | 2,800,000 | 01/29/2024 | 01/29/2029 | Common Stock | 2,800,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares acquired pursuant to an Amended and Restated Securities Purchase Agreement (the "Purchase Agreement") by and among the Reporting Person, FiEE, Inc. (the "Issuer") and certain purchasers party thereto (the "Purchasers"), pursuant to which the Reporting Person (i) acquired 1,200,000 newly issued shares of common stock of the Issuer and (ii) sold (A) 2,219,447 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") and (B) a warrant to purchase up to an additional 2,800,000 shares of common stock, in exchange for an aggregate purchase price of $500,000 paid by the Purchasers to the Issuer, as fully set forth in the Purchase Agreement. |
| 2. The shares of Series A Preferred Stock are convertible at any time at the option of the holder for no additional consideration. |
| 3. The Series A Preferred Stock is perpetual and therefore has no expiration date. |
| 4. Shares sold pursuant to the Purchase Agreement by and among the Reporting Person, the Issuer and the Purchasers, pursuant to which the Reporting Person (i) acquired 1,200,000 newly issued shares of common stock of the Issuer and (ii) sold (A) 2,219,447 shares of Series A Preferred Stock and (B) a warrant to purchase up to an additional 2,800,000 shares of common stock, in exchange for an aggregate purchase price of $500,000 paid by the Purchasers to the Issuer, as fully set forth in the Purchase Agreement. |
| 5. Warrants sold pursuant to the Purchase Agreement by and among the Reporting Person, the Issuer and the Purchasers, pursuant to which the Reporting Person (i) acquired 1,200,000 newly issued shares of common stock of the Issuer and (ii) sold (A) 2,219,447 shares of Series A Preferred Stock and (B) a warrant to purchase up to an additional 2,800,000 shares of common stock, in exchange for an aggregate purchase price of $500,000 paid by the Purchasers to the Issuer, as fully set forth in the Purchase Agreement. |
| /s/ David E. Lazar | 03/10/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||