Current Report Filing (8-k)
June 04 2021 - 5:04AM
Edgar (US Regulatory)
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): June 2,
2021
MINIM,
INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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001-37649
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04-2621506
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
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848 Elm Street, Manchester, NH
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03101
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(Address of Principal Executive Offices)
|
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(Zip Code)
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(833)
966-4646
(Registrant’s
Telephone Number, Including Area Code)
ZOOM
TELEPHONICS, INC.
(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
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
June 2, 2021, Minim, Inc., formerly known as Zoom Telephonics, Inc.
(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 2021 Annual
Meeting of Stockholders (the “Annual Meeting”) held on
June 2, 2021, and by the Company’s Board of
Directors.
In
addition, on June 3, 2021, the Company filed with the Secretary of
State of the State of Delaware a Certificate of Amendment to its
Certificate of Incorporation to change its legal corporate name
from “ZOOM TELEPHONICS, INC.” to “MINIM,
INC.”, effective as of June 3, 2021.
Effective
June 3, 2021, the Company also revised its Amended and Restated
Bylaws (the “Bylaws”) to reflect its new corporate
name.
This
summary is qualified in its entirety by reference to the
Certificates of Amendment and the Bylaws, copies of which are
attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and are
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:
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Name
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|
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David
Aronoff
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17,806,170
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84,718
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Dan
Artusi
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17,655,260
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235,628
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Graham
Chynoweth
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17,572,112
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318,776
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Philip
Frank
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17,794,743
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96,145
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Elizabeth
Hitchcock
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17,523,691
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367,197
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Jeremy
Hitchcock
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17,572,112
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318,776
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Joshua
Horowitz
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17,884,587
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6,301
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Sandra
Howe
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17,877,931
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12,957
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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:
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Votes For
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Votes Against
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Votes Abstained
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20,866,288
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51
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2,231
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Proposal 3 – Amendment to the Company’s Amended and
Restated Certificate of Incorporation
The
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 was
approved by the holders of a majority of the outstanding shares of
the Company’s Common Stock. The results of the vote were as
follows:
|
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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16,544,504
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1,166,769
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169,615
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2,977,682
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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
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Votes Against
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Votes Abstained
|
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17,241,129
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599,862
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49,897
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Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Title
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of Minim, Inc., dated as of June 2, 2021.
|
|
|
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of Minim, Inc., dated as of June 3, 2021.
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Amended
and Restated Bylaws of Minim, Inc., dated as of June 3,
2021.
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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.
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Dated:
June 4, 2021
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MINIM, INC.
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By:
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/s/ Sean Doherty
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Name:
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Sean Doherty
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Title:
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Chief Financial Officer
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