MINIM, INC. (Form: 8-K, Received: 12/22/2021 16:16:29)

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): December 22, 2021

MINIM, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-37649

04-2621506

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

848 Elm Street Manchester, NH 03101

(Address of principal executive offices, including zip code)

(833) 966-4646

(Registrant’s Telephone Number, Including Area Code)

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:

☐	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 24013e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Common Stock, $.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 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 check mark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2021, Minim, Inc. (the “Company”) announced that Sean Doherty notified the Company of his intention to resign as the Company’s Chief Financial Officer in order to pursue a new opportunity with a private company. Mr. Doherty is committed to an orderly transition of his duties and will remain with the Company until March 31, 2022 or such earlier date as agreed by the Company and Mr. Doherty (the “Separation Date”). Mr. Doherty’s departure is not related to any disagreement with the Company’s accounting, operating policies or practices.

The Company will engage an external firm to support its effort to commence an external search for Mr. Doherty’s replacement.

Effective January 1, 2022 and until a successor has been identified, the Company has appointed Dustin Tacker, the Company’s Vice President and Corporate Controller, to serve as its Interim Chief Accounting Officer. Upon assuming this role, he will also assume the duties of the Company’s principal financial officer and principal accounting officer for Securities and Exchange Commission reporting purposes. Mr. Tacker, 46, joined Minim, Inc. in 2020, and currently serves as the Company’s Vice President of Accounting and Corporate Controller.

Mr. Tacker has over 20 years of finance, accounting and operational leadership experience. Prior to joining Minim, he served as Senior Director of Accounting at Access Information Management. Mr. Tacker was also previously the corporate controller for SmartBear Software and a global controller at General Electric. Mr. Tacker is a Certified Public Accountant and graduated from the University of Texas with a Masters in Professional Accounting and Bachelor in Business Administration.

In connection with his appointment as Interim Chief Accounting Officer, the Board approved a monthly stipend of $1,300 (in addition to his current base salary), to be paid each month in which Mr. Tacker serves as Interim Chief Accounting Officer. There is no family relationship between Mr. Tacker and any of our other officers and directors. There are no understandings or arrangements between Mr. Tacker and any other person pursuant to which Mr. Tacker was appointed as interim Chief Accounting Officer.

The Company has entered into a transition and separation agreement with Mr. Doherty (“Agreement”). Pursuant to the Agreement, Mr. Doherty will continue to serve as the Company’s Chief Financial Officer through the Separation Date (such period through the Separation Date, the “Transition Period”). During the Transition Period, Mr. Doherty will be paid his current base salary and remain eligible to participate in the Company’s health and welfare benefit plans. Subject to continued employment during the Transition Period, Mr. Doherty’s outstanding stock options will be fully vested as of the Separation Date. The vested options will remain exercisable for the three months following the Separation Date in accordance with the Company’s equity plan. The Agreement provides for customary general releases and waivers of claims by Mr. Doherty against the Company. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on December 22, 2021announcing the resignation of Chief Financial Officer Sean Doherty and appointment of Dustin Tacker as Interim Chief Accounting Officer. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Title
99.1		Press release of Minim, Inc., dated December 22, 2021.
10.1		Transition and Separation Agreement, dated December 21, 2021, between Minim, Inc. and Sean Doherty.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	December 22, 2021	MINIM, INC.

		By:	/s/ Graham Chynoweth
		Name:	Graham Chynoweth
		Title:	Chief Executive Officer

Exhibit 10.1

December 21, 2021

VIA EMAIL

Sean Doherty

Dear Sean:

The purpose of this letter agreement (“Agreement”) is to set forth our mutual understanding and agreement with respect to your transition and ultimate separation from employment with Minim, Inc. (the “Company”). In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, we have agreed as follows:

Transition and Separation from Employment. Your separation from employment will occur on the earlier of March 31, 2022 or such other date that is mutually agreed between the Company and you (“Separation Date”). The period between the date of this letter agreement and the Separation Date is referred to in this letter agreement as your “Transition Period.” On your Separation Date, you will relinquish any and all positions that you have held with the Company and you will not be considered a Company employee for any purpose after that date.

Transition Period. During the Transition Period, your current terms and conditions of employment (such as your job title, compensation, and benefits) will remain the same or substantially the same in the aggregate. During the Transition Period, you are required to assist and support with the orderly transition of your duties to Dustin Tacker, as the newly appointed Interim Chief Accounting Officer and/or your replacement if such replacement is identified prior to the Separation Date. You will also be required to continue to comply with the Company’s policies and procedures.

Pay and Benefits. You agree that you have received all compensation and benefits, including but not limited to any non-monetary benefits such as leave time, to which you are entitled in connection with your employment with the Company. You further agree that the Company has satisfied in full any contractual obligations it may have to you, including pursuant to your Employment Agreement dated December 4, 2020 (the “Employment Agreement”) and this Agreement. You agree to make no claims for further compensation from the Company of any type, including bonus payments, commission payments, other than your earned an unpaid vacation pay which will be paid to you on your Separation Date. You acknowledge that, except to the extent provided in this Agreement pursuant to Section 4, the Company is under no obligation to provide you with any other benefits (monetary or otherwise).

4.	Stock Options. If you timely sign, do not revoke, and comply with this letter agreement, the Company will:

●

As of the Separation Date, vest all of your 180,238 Company stock options that are not already vested.

Equity. All of your stock options with the Company are governed by the applicable Company equity plans and grant agreements. You further acknowledge and agree that you will not vest in or receive any additional stock options, other than what is stated in this Agreement, or Company stock in connection with your employment (or the termination of that employment) with the Company.

6.	Transfer of Responsibilities. You shall, through the Separation Date, cooperate fully and timely with the Company and its personnel with all of its reasonable requests, to provide an orderly transfer of your duties and responsibilities.

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Confidential Information. During your employment with the Company, you had access to trade secrets and confidential and proprietary business and technical information of the Company, including data and information which would not otherwise have been available to you except by reason of your employment or position with the Company, and including, but not limited to, customer files and records, plans, developments, product information, pricing lists and information, customer lists and other customer information, marketing plans, methods and other marketing information, research methods and data, personnel information, computer discs and files, maps, sketches and other confidential, proprietary or secret information, and to documents and information from third parties which the Company is required to maintain in confidence (collectively “Confidential Information”). You agree that you will not, without the Company’s prior written consent, directly or indirectly disclose to any person, not an employee of the Company, any Confidential Information obtained in the course of your employment with the Company, nor will you use any Confidential Information for your own benefit to the detriment or intended or probable detriment of the Company.

Intellectual Property. You agree you have disclosed promptly, completely, and in writing, and will in the future disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which you discovered, conceived and/or developed, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period you were employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent of the Company during your period of employment or for one year thereafter (“Inventions”). You hereby assign, and agree to assign to the Company, without any separate or additional remuneration, your entire right, title and interest in all such Inventions, together with any and all United States and foreign rights thereto. You also agree that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which were originated or produced by you (solely or jointly with others), in whole or in part, within the scope of, or in connection with, your employment will be considered “works made for hire” as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledge that you are an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and you agree to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” you hereby assign all of your right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. You also agree to cooperate with the Company to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure your signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of your physical or mental capacity or for any other reason whatsoever, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

Non-Disparagement. Unless as required by law or valid subpoena, you further agree, that you will not, at any time after the date hereof, make any remarks or comments, orally, in writing, or via social media, which remarks or comments reasonably could be construed to be derogatory or disparaging to the Company or any of its shareholders, officers, directors, employees, attorneys or agents, or which reasonably could be anticipated to be damaging or injurious to the Company’s reputation or good will or to the reputation or good will of any person associated with the Company.

10.

Return of Property. You acknowledge that you will return to the Company immediately after your Separation Date all property of the Company that is in your possession or under your control, including, without limitation, any and all files, documents and other information with respect to the Company’s management, business operations or customers, including all files, documents, or other information containing Confidential Information. If any Company property is on your personal electronics, you agree to delete the same and such action will satisfy this request.

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11.

Non-Solicitation: During the Transition Period and for six (6) months thereafter, you shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor, or in any other capacity whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director or officer of the Company or contact, recruit, solicit or induce, or attempt to contact, recruit, solicit or induce, any employee, consultant, agent, director or officer of the Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the Company; or (ii) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, or any of the Company’s business with such clients, customers or accounts, except as agreed upon in writing signed by a duly authorized officer of the Company. If any restriction set forth in this paragraph is found by any court to be unenforceable because it is overbroad in any manner, such restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area which the court finds to be enforceable. You acknowledge that the restrictions contained in this paragraph are necessary for the protection of the business and goodwill of the Company and are considered by you to be reasonable for such purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or “accounts” shall include: (i) any person or entity that is a client, customer or account of the Company on the date hereof or becomes a client, customer or account of the Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) any prospective client, customer or account to whom the Company has made a presentation (or similar offering of services) within a period of 180 days preceding the date of the termination of your employment.

12.

Cooperation in Litigation. At the Company’s reasonable request, you agree to assist, consult with, and cooperate with the Company in any litigation or administrative procedure or inquiry that involves the Company, subject to reimbursement for your reasonable out of pocket expenses, such as travel, meals, or lodging.

13.

Breach of Agreement. You understand and agree that any material breach of your obligations under this letter agreement will immediately render the Company’s obligations and agreements hereunder null and void, all payments pursuant to this letter agreement shall immediately cease, you shall repay to the Company all sums you have been paid or sums paid on your behalf pursuant to this letter agreement, and you shall indemnify the Company Released Parties (as defined below) for the full and complete costs of enforcing this letter agreement, including reasonable attorneys’ fees, court costs, and other related expenses.

14.

General Release of Company. You, for yourself and your heirs, legal representatives, beneficiaries, assigns and successors in interest, hereby knowingly and voluntarily release the Company, its affiliates, and its and their successors, assigns, former or current shareholders, officers, directors, employees, agents, insurers, attorneys and representatives (“Company Released Parties”) from any and all causes of action, in law or equity, you now have, may have or ever had, whether known or unknown, from the beginning of the world to this date, including, without limitation, any claims under the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq.; claims for breach of contract or based on tort; claims for employment discrimination and wrongful termination; statutory wage and hour claims under Massachusetts law, including but not limited to, claims for violation of the Massachusetts Wage Act, and any other statutory, regulatory or common law causes of action (“the Released Claims”). You understand that you are releasing claims pursuant to M.G.L., Chapter 149 including, but not limited to, claims for untimely, underpayment, or non-payment of wages, discrimination and/or retaliation for seeking to enforce your wage and hour rights, misclassification as an independent contractor, improper withholdings or deductions, tip or service charge related claims, and claims pursuant to M.G.L., Chapter 151 relating to minimum wage, discrimination and/or retaliation for seeking to enforce your rights under Chapter 151, and/or overtime pay. You hereby acknowledge and understand that this is a General Release, and that this means you are giving up your right to sue the Company Released Parties for any and all claims, including but not limited to the specific claims mentioned in this paragraph. Notwithstanding the following, under no circumstances are you releasing any rights or claims to vested 401K benefits, any rights or claims you may have to indemnification and defense, including, but not limited to, any rights you may have under the Company D&O insurance and the Company’s D&O Side A DIC insurance, and your rights to vested equity.

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15.

Participation in Agency Proceeding. You understand that nothing contained in this letter agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each a “Government Agency”). You further understand that this letter agreement does not limit your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, you understand and agree that that although you may engage in such activities, you will not be entitled to receive any award or damages, to the extent consistent with applicable law.

16.

Acknowledgment. By signing this letter agreement, you acknowledge and agree that you understand the meaning of this letter agreement and that you freely and voluntarily enter into it and the General Release contained herein. You agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and release set forth herein.

17.

Miscellaneous. This letter agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to choice or conflict of law principles. In the event that any provision contained in this letter agreement is declared invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this letter agreement in full force and effect. However, if any portion of the general release language is ruled to be unenforceable for any reason, this entire letter agreement shall be deemed null and void. To avoid any possible misunderstanding, the Company and you intend this letter agreement to be a comprehensive statement of the terms of your separation and supersede: (i) all prior understandings or statements made to you by the Company regarding your arrangements with the Company after your Separation Date; and (ii) all agreements you previously executed with the Company, including your Employment Agreement. It does not, however, supersede your equity agreements with the Company. Any modifications or waiver of the terms set forth in this letter agreement must be in writing and signed by you and by me on behalf of the Company. This letter agreement is binding on the company’s successors and assigns.

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Please indicate your agreement to the terms of this letter agreement by signing and dating the last page of the enclosed copy of this letter agreement, and return it to me at your earliest convenience.

	Sincerely,

	/s/ Gray Chynoweth
	Gray Chynoweth
	Chief Executive Officer

By signing this letter agreement, I acknowledge and agree that I understand the meaning of this letter agreement and that I freely and voluntarily enter into it and the General Release contained herein. I agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and releases set forth herein.

AGREED TO AND EXECUTED UNDER SEAL THIS 21^st day of December, 2021.

	/s/ Sean Doherty
	Sean Doherty

Exhibit 99.1

Minim Announces Plan for CFO Transition

MANCHESTER, NH — Minim, Inc. (NASDAQ: MINM), the creator of intelligent networking products under the Motorola brand, announced that Sean Doherty will be transitioning from his role as Chief Financial Officer to pursue a new career opportunity with a privately-held company. His resignation is not the result of any dispute or disagreement with the company. Mr. Doherty is committed to an orderly transition of his duties and will stay with the company through March 31, 2022.

Mr. Dustin Tacker, Vice President, Accounting and Corporate Controller, will serve as interim Chief Accounting Officer while the company completes its external search for a permanent CFO replacement. Mr. Tacker, who joined Minim in 2020, has more than twenty years of experience in finance and accounting, including time at Access Information Systems, SmartBear Software, General Electric Company, and PwC.

“On behalf of the company and board of directors, I would like to thank Sean for his many contributions to Minim,” said Minim CEO Gray Chynoweth. “He has been an instrumental financial leader through the Minim/Zoom merger and Nasdaq uplist. We are appreciative of his commitment to a smooth transition and will wish him the best in his future endeavors.”

Chynoweth continued, “As we embark on a CFO search, we have great confidence in Dustin’s financial acumen and abilities; he has supported several CFO transitions throughout his career and already serves as the main contact for our auditors. Dustin will play a vital role in both the executive search and ongoing business plan execution.”

Minim will engage an external firm to support its effort to recruit its new CFO. In the interim, inquiries and referrals may be sent to Sara Bishop, at sbishop@minim.com.

“It has been a privilege to work alongside the Minim team and to be a part of the company’s evolution to date,” said Mr. Doherty. “Taking this step was not an easy decision for me. While I want to return to private company operations, where I have spent most of my career, I remain invested in Minim as a shareholder and am confident in Minim’s vision and execution under Gray’s leadership.”

For more information about Minim, visit its website at www.minim.com or Investor site at ir.minim.com.

About Minim

Minim, Inc. (NASDAQ: MINM) is the creator of intelligent networking products that dependably connect people to the information they need and the people they love. Headquartered in Manchester, NH, the company delivers smart software-driven communications products under the globally recognized Motorola brand and Minim® trademark. Minim end users benefit from a personalized and secure Wi-Fi experience, leading to happy and safe homes where things just work. To learn more, visit https://www.minim.com.

MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

Media Contact:

Nicole Zheng at (908) 337-2481 or nicole@minim.com

Investor Relations Contact:

James Carbonara, Hayden IR at (646) 755-7412 or james@haydenir.com

About Motorola Strategic Brand Partnerships

For over 90 years the Motorola brand has been known around the world for high quality, innovative and trusted products. Motorola’s Strategic Brand Partnership program seeks to leverage the power of this iconic brand by teaming with dynamic companies who offer unique, high-quality products that enrich consumers’ lives. Strategic brand partners work closely with Motorola engineers while developing and manufacturing their products, ensuring that their products meet the exacting safety, quality, and reliability standards that consumers have come to expect from Motorola. To learn more about Motorola strategic brand partnerships, follow us @ShopMotorola.

Forward-Looking Statements

This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to Minim’s plans, expectations, and intentions. Actual results may be materially different from expectations as a result of known and unknown risks, including: risks associated with Minim’s potential inability to realize intended benefits of the acquisition by merger of Zoom Connectivity, Inc.; the potential increase in tariffs on the company’s imports; potential supply interruptions from manufacturing the company’s products in Vietnam; risks relating to global semiconductor shortages; potential changes in NAFTA; the potential need for additional funding which Minim may be unable to obtain; declining demand for certain of Minim’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Minim’s production and shipping; Minim’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Minim’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns; the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; costs and senior management distractions due to patent related matters; risks from a material weakness in our internal control over financial reporting; the impact of the COVID-19 pandemic; and other risks set forth in Minim’s filings with the Securities and Exchange Commission. Minim cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Minim expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Minim’s expectations or any change in events, conditions or circumstance on which any such statement is based.