MINM Minim Inc

 

 

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 25, 2023

 

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 August 9, 2023, Minim, Inc. (the “Company”) announced that Dustin Tacker notified the Company of his resignation as the Company’s Chief Financial Officer on July 25 to be effective on August 4, in order to pursue new opportunities. Mr. Tacker is committed to an orderly transition of his duties and will provide consulting services with the Company until August 31, 2023 or such earlier date as agreed by the Company and Mr. Tacker. Mr. Tacker’s departure is not related to any disagreement with the Company’s accounting, operating policies, or practices.

 

The Company will engage an executive search firm to support its effort to commence a search for Mr. Tacker’s replacement.

 

The Company has entered into a transition and separation agreement with Mr. Tacker (“Agreement”). Pursuant to the Agreement, Mr. Tacker will continue to serve as a consultant through August 31, 2023 or such earlier date as agreed by the Company and Mr. Tacker (such period, the “Transition Period”). During the Transition Period, Mr. Tacker will be paid his current base salary rate. Subject to continued services during the Transition Period, Mr. Tacker’s outstanding stock options and restricted stock units will be fully vested as of the date Mr. Tacker no longer serves as a consultant to the Company, which shall be August 31, 2023 or such earlier date as agreed by the Company and Mr. Tacker (the “Separation Date”). The vested options will remain exercisable for three months following the Separation Date in accordance with the Company’s 2019 Stock Option Plan which governs the terms and conditions of Mr. Tacker’s options. The Agreement provides for customary general releases and waivers of claims by Mr. Tacker 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 August 9, 2023 announcing the resignation of Dustin Tacker as our Chief Financial 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
10.1		Transition and Separation Agreement, dated August 9, 2023, between Minim, Inc. and Dustin Tacker.
99.1		Press release of Minim, Inc., dated August 9, 2023.
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:	August 10, 2023	MINIM, INC.
		By:	/s/ Jeremy Hitchcock
		Name:	Jeremy Hitchcock
		Title:	Executive Chairman of the Company

 

 

 

Exhibit 10.1

 

August 9, 2023

 

VIA EMAIL

Dustin Tacker

 

Dear Mr. Tacker:

 

The purpose of this 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:

 

1.	Transition and Separation from Employment. Your separation from employment with the Company occurred on August 4, 2023.Your separation as an independent contractor with the Company will occur on the earlier of August 31, 2023 or such other date that is mutually agreed between the Company and you (“Separation Date”). The period between the date of this Agreement and the Separation Date is referred to in this 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 an independent contractor of the Company for any purpose after that date.
2.	Transition Period. During the Transition Period, you will serve as an independent contractor consultant. During this period you will compensated at a hourly rate equivalent to your base salary equal to the amount in effect as of August 3, 2023 (assuming a forty-hour per week work week). During the Transition Period, you are required to assist and support with the orderly transition of your duties to the Company’s Chief Executive 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.
3.	Pay and Benefits. You agree that you received all compensation and benefits, including but not limited to any non-monetary benefits such as leave time, to which you were entitled in connection with your employment with the Company which ceased on August 4, 2023. You further agree that the Company has satisfied in full any contractual obligations it may have had to you, including pursuant to your Employment Agreement dated August 15, 2022 (the “Employment 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 and the independent contractor remuneration to be paid under Section 2 hereof. 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 and Restricted Stock Units. If you timely sign, do not revoke, and comply with this Agreement, the Company will, as of the Separation Date, vest all your Company stock options and Restricted Stock Units that are not already vested.
5.	Equity. All of your stock options and restricted stock units 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 or restricted stock units, other than what is stated in this Agreement, or Company stock in connection with the termination of your employment with the Company and service as an independent contractor under this Agreement.
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. The Company agrees to retain your services as an independent consultant at your current base salary rate from your Separation Date through August 31, 2023, or any time in between if the Company determines that to be to its benefit.
7.	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.

 

 

8.	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.
9.	Non-Disparagement. a.) By Tacker. 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. b.) By Company. Unless as required by law or valid subpoena, the Company,including any of its officers, directors, employees, attorneys or agents 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 Tacker or which reasonably could be anticipated to be damaging or injurious to Tacker’s reputation or good will.
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.
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. Each party understands and agrees that any material breach of its respective obligations under this Agreement will immediately render this Agreement null and void, all payments pursuant to this Agreement shall immediately cease upon a material breach by Tacker. For purposes hereof, a material breach means the failure to observe or perform any of the obligations required to be observed or performed by either party hereunder where such failure shall remain uncured for thirty (30) days after written advanced notice thereof by the non-breaching party.
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. Nothing in this General Release and Waiver of Claims is intended to bar future claims by Tacker against the Company arising under this Agreement or any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for workers’ compensation benefits or unemployment insurance benefits and any rights to vested benefits, including stock and equity interests, and pension or retirement benefits, the rights to which are governed by the terms of the applicable Company plan documents and award agreements.
15.	Participation in Agency Proceeding. You understand that nothing contained in this 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 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 Agreement, you acknowledge and agree that you understand the meaning of this 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 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 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 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 Agreement shall be deemed null and void. To avoid any possible misunderstanding, the Company and you intend this 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 Agreement must be in writing and signed by you and by me on behalf of the Company. This Agreement is binding on the company’s successors and assigns.

 

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

 

	Sincerely,
	/s/ Jeremy Hitchcock
	Jeremy Hitchcock
	Executive Chairman

 

By signing this Agreement, I acknowledge and agree that I understand the meaning of this 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 9th day of August, 2023.

 

	/s/ Dustin Tacker
	Dustin Tacker

 

 

 

Exhibit 99.1

 

 

Minim Announces CFO Resignation and Transition Plan

 

MANCHESTER, NH — Minim, Inc. (NASDAQ: MINM), the creator of intelligent networking products under the Motorola brand, announced today that Dustin Tacker has resigned from his role as Chief Financial Officer, effective August 4, 2023 to pursue new career opportunities. His resignation is not the result of any dispute or disagreement with the company. Mr. Tacker is committed to an orderly transition of his duties and will stay with the company until the earlier of August 31, 2023 or when the Company and Mr. Tacker agree.

 

Minim has launched a formal search process to identify Mr. Tacker’s permanent replacement. In the interim, inquiries and referrals may be sent to investor@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:

 

Cristina Martinho, cristina@minim.com

 

Investor Relations Contact:

 

Cristina Martinho investor@minim.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.

 

 

v3.23.2

Cover	Jul. 25, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 25, 2023
Entity File Number	001-37649
Entity Registrant Name	MINIM, INC.
Entity Central Index Key	0001467761
Entity Tax Identification Number	04-2621506
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	848 Elm Street
Entity Address, City or Town	Manchester
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03101
City Area Code	(833)
Local Phone Number	966-4646
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	MINM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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