UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2021
MINIM, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37649 | 04-2621506 | |
|
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 848 Elm Street, Manchester, NH | 03101 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(833) 966-4646
(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 (see General Instruction A.2. below):
| [ ] | 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(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. [ ]
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K, filed on June 4, 2021 (the “Original Report”). The Original Report was filed, among other things, to report the results of the matters submitted to a vote by the Company’s stockholders at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 2, 2021. This Amendment amends the Original Report solely to correct the disclosure regarding the Charter Amendment (as defined below) and the previously reported results with respect to Proposal No. 3.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 30, 2021, Minim, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Correction (the “Certificate of Correction”) to void the previously filed amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of capital stock to 62,000,000 shares, consisting of 60,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock (the “Charter Amendment”). The Company’s authorized capital stock consists of 42,000,000 shares, consisting of 40,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock.
The foregoing description of the Certificate of Correction is qualified in its entirety by the full text of the Certificate of Correction, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 2, 2021, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:
| (i) | the election of eight directors to serve for the ensuing year until their successors are duly elected and qualified; | |
| (ii) | the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; | |
| (iii) | an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock to 62,000,000 shares, consisting of 60,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock; and | |
| (iv) | a non-binding advisory vote on the compensation of the Company’s named executive officers (the “say-on-pay” vote). |
The voting results are reported below:
Proposal 1 - Election of Directors
David Aronoff, Dan Artusi, Graham Chynoweth, Philip Frank, Elizabeth Hitchcock, Jeremy Hitchcock, Joshua Horowitz and Sandra Howe were elected as directors for the ensuing year until their successors are duly elected. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
| Name | Votes For | Votes Withheld | ||||||
| David Aronoff | 17,806,170 | 84,718 | ||||||
| Dan Artusi | 17,655,260 | 235,628 | ||||||
| Graham Chynoweth | 17,572,112 | 318,776 | ||||||
| Philip Frank | 17,794,743 | 96,145 | ||||||
| Elizabeth Hitchcock | 17,523,691 | 367,197 | ||||||
| Jeremy Hitchcock | 17,572,112 | 318,776 | ||||||
| Joshua Horowitz | 17,884,587 | 6,301 | ||||||
| Sandra Howe | 17,877,931 | 12,957 | ||||||
| 2 |
Proposal 2 - Ratification of the Appointment of RSM US LLP
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified. Broker non-votes had no effect on the outcome of voting on this proposal. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 20,866,288 | 51 | 2,231 |
Proposal 3 – Amendment to the Company’s Amended and Restated Certificate of Incorporation
The amendment to our Amended and Restated Certificate of Incorporation was not approved based upon the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 16,544,504 | 1,166,769 | 169,615 | 2,977,682 |
Proposal 4 – Say on Pay
The non-binding advisory vote the compensation of the Company’s named executive officers was approved. Broker non-votes had no effect on the outcome of voting on this proposal. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 17,241,129 | 599,862 | 49,897 |
In the Original Report, the voting results of Proposal No. 3, reflected a tabulation report that treated the proposal as “routine;” however, the Company’s proxy materials for the Annual Meeting described the proposal as “non-routine.” When tabulated as a non-routine matter, Proposal No. 3 was not approved by stockholders. Certain shares of Common Stock beneficially owned by the Company’s Chairman, Jeremy Hitchcock and his spouse, Elizabeth Hitchcock who also is a director of the Company, inadvertently were not voted at the meeting. If those votes had been cast at the meeting and were voted for the proposal, the proposal would have been approved by the requisite vote of the Company’s stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Title | |
| 3.1 | Certificate of Correction of Certificate of Amendment of Minim, Inc., filed on June 30, 2021. |
| 3 |
SIGNATURE
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.
| Dated: | June 30, 2021 | MINIM, INC. | |
| By: | /s/ Sean Doherty | ||
| Name: | Sean Doherty | ||
| Title: | Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
OF
MINIM, INC.
Minim, Inc., a Delaware corporation (the “Corporation”), does hereby certify, pursuant to Section 103 of the Delaware General Corporation Law (the “DGCL”):
First: On June 2, 2021, the Corporation filed a Certificate of Amendment (the “Certificate of Amendment”) of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) pursuant to Section 242 of the DGCL with the Office of the Secretary of State of the State of Delaware. The Certificate of Incorporation requires correction as permitted by Section 103 of the DGCL.
Second: The Certificate of Amendment is an inaccurate record of the corporate action referred to therein because the amendment to the Certificate of Incorporation specified in the Certificate of Amendment was not properly authorized by the stockholders of the Corporation in accordance with Section 242 of the DGCL.
Third: As a result of such inaccuracy, the Certificate of Amendment is null and void.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction on the date set forth below.
| MINIM, INC. | ||
| By: | /s/ Sean Doherty | |
| Name: | Sean Doherty | |
| Title: | Chief Financial Officer | |
| Date: | June 30, 2021 | |