FiEE, Inc.

For the period ended Nov 19, 2026. Filed Oct 13, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 19, 2026 · Filed Oct 13, 2026

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FIEE$3.12+2.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

FiEE, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

3-33, 2-chome Utajima, Nishiyodogawa District

Osaka, Japan

+81 6 7509 3700

Dear Stockholder:

You are cordially invited to attend our 2026 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) on November 19, 2026. The Annual Meeting will be held solely by means of remote communication and therefore will be a “virtual meeting” of stockholders, which will be conducted exclusively via online, audio-only broadcast. You will be able to participate in the Annual Meeting, vote your shares and submit your questions during the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/FIEE2026. The Annual Meeting will be held in virtual format only and will begin at 9:00 a.m. Eastern Time.

The official Notice of Annual Meeting of Stockholders, together with a proxy statement and form of proxy, are enclosed. Members of our Board of Directors and executive officers will be available during the Annual Meeting to respond to questions that our stockholders may have.

Whether or not you plan to participate in the Annual Meeting, we urge you to vote your shares by using one of the voting options available to you as described in the accompanying proxy statement. If you wish to revoke your proxy at the Annual Meeting, you can withdraw your proxy and vote your shares electronically during the Annual Meeting.

Our Board of Directors has fixed the close of business on October 12, 2026 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

Very truly yours,

/s/ Li Wai Chung

Li Wai Chung

Chief Executive Officer and President

IMPORTANT: YOU ARE URGED TO SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS AVAILABLE IN THE ACCOMPANYING PROXY STATEMENT. EVEN IF YOU HAVE SUBMITTED YOUR PROXY, YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH THE COMPANY A WRITTEN REVOCATION, BY EXECUTING A PROXY AT A LATER DATE, OR BY PARTICIPATING IN AND VOTING AT THE ANNUAL MEETING. THANK YOU FOR ACTING PROMPTLY.

3-33, 2-chome Utajima, Nishiyodogawa District

Osaka, Japan

+81 6 7509 3700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 19, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of FiEE, Inc. (the “Company”) will be held on November 19, 2026 at 9:00 a.m. Eastern Time exclusively by means of remote communication via live audio webcast at www.virtualshareholdermeeting.com/FIEE2026. The Annual Meeting will be held for the following purposes:

1)	to elect five director nominees to serve on our Board of Directors (the “Board of Directors” or “Board”) until our next annual meeting of stockholders, until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal;

2)	to ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

to approve an amendment to our certificate of incorporation to remove the beneficial ownership limitation set forth in the Second Amended and Restated Certificate of Designations, Preferences, Rights and Limitations of our Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Convertible Preferred Stock”), to permit the holders thereof to convert their shares of Series A Convertible Preferred Stock into shares of our common stock, par value $0.01 per share (“Common Stock”) (“Proposal No. 3”);

to approve, contingent upon the effectiveness of the amendment to our certificate of incorporation described in Proposal No. 3, the conversion of all outstanding shares of our Series A Convertible Preferred Stock into shares of our Common Stock, and the effectiveness of a certificate of elimination of Series A Convertible Preferred Stock, a Second Amended and Restated Certificate of Incorporation increasing the number of authorized shares of our Common Stock from 60,000,000 to 300,000,000 and correspondingly increasing the total number of authorized shares of our capital stock that we are authorized to issue;

to approve amendments to our certificate of incorporation to effect a reverse stock split of our issued shares of Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-15, with the exact reverse stock split ratio to be determined by our Board of Directors in its sole discretion and to become effective at a time determined by our Board of Directors in its discretion on or prior to the one-year anniversary of the date of the Annual Meeting, and the remainder of which reverse stock split ratios will be abandoned, in order to provide the Board with flexibility to proactively manage the Company’s capital structure and help ensure the Company’s continued compliance with the rules and listing standards of the Nasdaq Stock Market LLC;

6)	to approve, on a non-binding advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers (the “say-on-frequency” vote);

7)	to approve, on a non-binding advisory basis, a resolution relating to the compensation of our named executive officers (the “say-on-pay” vote); and

8)	to transact any other business properly brought before the Annual Meeting.

The foregoing items of business are more fully described in the enclosed definitive proxy statement (the “Proxy Statement”) with this Notice.

The Board of Directors has set the close of business on October 12, 2026 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. The list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder for a purpose germane to the Annual Meeting for a period of 10 days ending on the day before the date of the Annual Meeting at our principal place of business during ordinary business hours.

All stockholders are cordially invited to participate in the Annual Meeting. Whether or not you plan to participate in the Annual Meeting, you are urged to vote by proxy in accordance with the instructions included in the enclosed Proxy Statement. Any stockholder participating in the Annual Meeting may vote electronically during the Annual Meeting even if he or she has voted earlier by proxy.

By order of the Board of Directors

/s/ Li Wai Chung

Li Wai Chung

Chief Executive Officer and President

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