Please read this Information Statement carefully. It describes the terms of the Purchase Agreement and contains certain biographical and other information concerning our new executive officers and directors. All Company filings and exhibits thereto may be inspected without charge at the public reference section of the SEC at 100 F Street, N.E., Washington, DC 20549 or obtained on the SEC's website at www.sec.gov.
VOTING SECURITIES
As of March 21, 2025, our outstanding capital stock entitled to vote at a meeting of our shareholders included our Common Stock and Series A Preferred Stock. Each share of Common Stock entitles the holder thereof to one vote. Each share of Series A Convertible Preferred Stock is convertible into shares of Common Stock at a ratio of 1.4 shares of common stock for each share of Series A Convertible Preferred Stock, subject to a 19.99% beneficial ownership limitation, and entitles the holder thereof to vote on an as-converted basis, without regard to such beneficial ownership limitation. As of March 21, 2025, there were 4,913,792 shares of our Common Stock and 2,305,357 shares of Series A Preferred Stock issued and outstanding. No vote or other action by our stockholders is required in connection with this Information Statement.
CHANGE OF CONTROL
Pursuant to the Purchase Agreement, the majority of the Board at the closing of the Purchase Agreement changed: Avraham Ben-Tzvi, Andrew Papanicolau, Matthew McMurdo, Patrick Rivard, and David Natan resigned from the Board, and the Board conditionally appointed Cao Yu and Hu Bin to the Board, subject to the Company’s compliance with Rule 14f-1 and the filing of this Information Statement, to serve alongside David Lazar, who is the Company's sole director as of the date of this Information Statement.
DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors Prior to the Change in Control
The following table sets forth the officers and directors of FiEE, Inc. immediately prior to the February 18, 2025, change-in-control transaction.
| | | | | | |
David E. Lazar | | | 34 | | | Chief Executive Officer, Chief Financial Officer |
Avraham Ben-Tzvi | | | 54 | | | Director |
David Natan | | | 71 | | | Director |
Andrew Papanicolau | | | 53 | | | Director |
Matthew McMurdo | | | 53 | | | Director |
Patrick Rivard | | | 44 | | | Director |
| | | | | | |
David E. Lazar. Mr. Lazar served as Chief Executive Officer of the Company, principal executive officer and principal financial officer from August 3, 2024 through February 26, 2025. Mr. Lazar has also served as the Chief Executive Officer of OpGen, Inc., (OTC: OPGN) since March 2024, where he also serves as chairman of the board of directors. Mr. Lazar has also served as the President and a member of the board of directors of LQR House Inc. (NASDAQ: LQR) since October 2024. Mr. Lazar has also served the Chief Executive Officer of Titan Pharmaceuticals Inc. listed on Nasdaq (NASDAQ: TTNP) since August 2022, where he also served as a director and board chairman from August 2022 until October 2023. On August 6, 2024, Mr. Lazar was appointed Chief Executive Officer and to the board of directors of Minim, Inc. (NASDAQ: MINM). Mr. Lazar has successfully served as a custodian to numerous public companies across a wide range of industries, including without limitation, C2E Energy, Inc. (OTCMKTS: OOGI), China Botanic Pharmaceutical Inc. (OTCMKTS: CBPI), One 4 Art Ltd., Romulus Corp., Moveix, Inc., Arax Holdings Corp. (OTCMKTS: ARAT), ESP Resources, Inc. (OTCMKTS: ESPIQ), Adorbs, Inc., Exobox Technologies Corp. (OTCMKTS: EXBX), Petrone Worldwide, Inc. (OTCMKTS: PFWIQ), Superbox, Inc. (OTCMKTS: SBOX), Sino Green Land Corp. (OTCMKTS: SGLA), SIPP International Industries, Inc. (OTCMKTS: SIPN), Cereplast, Inc. (OTCMKTS: CERPQ), Energy 1 Corp. (OTCMKTS: EGOC), ForU Holdings, Inc. (OTCMKTS: FORU), China Yanyuan Yuhui National Education Group, Inc. (OTCMKTS: YYYH), Pan Global Corp. (OTCMKTS: PGLO), Shengtang International, Inc. (OTCMKTS: SHNL), Alternaturals, Inc. (OTCMKTS: ANAS), USA Recycling Industries, Inc. (OTCMKTS: USRI), Tele Group Corp., Xenoics Holdings, Inc. (OTCMKTS: XNNHQ), Richland Resources International Group, Inc. (OTCMKTS: RIGG), AI Technology Group, Inc., Reliance Global Group, Inc. (NASDAQ: RELI), Melt, Inc., Ketdarina Corp., 3D MarkerJet, Inc. (OTCMKTS: