Current Report Filing (8-k)
July 23 2021 - 3:15PM
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): July 22, 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
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(Commission
File
Number)
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(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)
(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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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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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Common
Stock, $0.01 par value per share
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MINM
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The
Nasdaq Capital Market
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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. [ ]
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Item
3.03
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Material
Modification to Rights of Security Holders.
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The
information included in Item 5.03 below of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.02
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Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers.
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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.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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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.
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Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
July 22, 2021, the Company held the Special Meeting. At the Special Meeting, the Company’s stockholders voted on the following
proposal:
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(i)
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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.
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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:
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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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27,526,395
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567,488
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11,820
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0
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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:
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July
23, 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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