UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 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 | ||
| Common Stock, $0.01 par value per share | MINM | The Nasdaq Capital Market |
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. [ ]
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information included in Item 5.03 below of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On July 23, 2021, the Board of Directors (the “Board”) of Minim, Inc. (the “Company”) approved cash bonus payments to the Company’s named executive officers for the Company’s performance in the first half of 2021 in the following amounts: Graham Chynoweth, CEO–$20,830.00; John Lauten, COO–$15,622.50; and Sean Doherty, CFO–$12,498.00.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 23, 2021, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “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 form of the Certificate of Amendment relating to the increase of authorized shares of capital stock was approved by the Company’s stockholders at the Company’s Special Meeting of Stockholders (the “Special Meeting”) held on July 22, 2021, and by the Company’s Board.
This summary is qualified in its entirety by reference to the Certificate of Amendment, a copy of 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 July 22, 2021, the Company held the Special Meeting. At the Special Meeting, the Company’s stockholders voted on the following proposal:
| (i) | 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. |
The voting results are reported below:
Proposal 1 – Amendment to the Company’s Amended and Restated Certificate of Incorporation
The amendment to our Amended and Restated Certificate of Incorporation was approved based upon the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 27,526,395 | 567,488 | 11,820 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Title | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Minim, Inc., dated as of July 23, 2021. |
| 2 |
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: | July 23, 2021 | MINIM, INC. | |
| By: | /s/ Sean Doherty | ||
| Name: | Sean Doherty | ||
| Title: | Chief Financial Officer | ||
| 3 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MINIM, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
Minim, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is Minim, Inc.
SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is March 25, 1993, and was amended and restated by the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 22, 2009, as amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on November 16, 2015, as amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on July 25, 2019, as amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 2, 2021, as amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 3, 2021, as corrected by the Certificate of Correction filed with the Secretary of State of the State of Delaware on June 30, 2021, which corrected the Certificate of Amendment filed on June 2, 2021 (as amended and restated, the “Certificate”).
THIRD: The Corporation hereby amends the Certificate as follows:
ARTICLE FOURTH of the Certificate is hereby deleted in its entirety and amended to read as follows:
The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock that the Corporation shall have the authority to issue is sixty-two million (62,000,000), of which sixty million (60,000,000) shares shall be Common Stock, having a par value of $.01 per share, and of which two million (2,000,000) shares shall be Preferred Stock, having a par value of $.001 per share.
The Board of Directors of the Corporation is authorized, subject to limitations prescribed by the DGCL and the provisions of this Certificate of Incorporation, to provide, by resolution or resolutions from time to time and by filing a certificate or certificates of designations pursuant to the DGCL, for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, the voting powers (if any) of the shares to be included in each such series, to fix the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and to fix the qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise specifically provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.
FOURTH: This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the date set forth below.
| MINIM, INC. | ||
| By: | /s/ Sean Doherty | |
| Name: | Sean Doherty | |
| Title: | Chief Financial Officer | |
| Date: | July 23, 2021 | |