Current Report Filing (8-k)
July 29 2021 - 6:16AM
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 28, 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
1.01
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Entry
into a Material Definitive Agreement.
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On
July 28, 2021, Minim, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters named therein (collectively,
the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 10,000,000 shares (“Firm
Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to the Underwriters (the
“Public Offering”). The shares of Common Stock were sold to the public at an offering price of $2.50 per share and were purchased
by the Underwriters from the Company at a price of $2.32715 per share. The Company also granted the Underwriters a 30-day option to purchase
up to an additional 1,500,000 shares of Common Stock (the “Option Shares”).
The
shares were sold in the Public Offering pursuant to the Company’s registration statement on Form S-1 (File No. 333-257656) which
was declared effective on July 28, 2021 (the “Registration Statement”).
Net
proceeds from the Public Offering are expected to be approximately $22.7 million (excluding any sale of the Option Shares), after deducting
underwriting discounts and commissions and estimated Public Offering expenses payable by the Company. The purchase and sale of the Firm
Shares, and the closing of the Public Offering, is scheduled to occur on August 2, 2021, subject to satisfaction of customary closing
conditions.
The
Underwriting Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of
this type. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement,
each of the Company’s executive officers and directors and certain stockholders of the Company have entered into lock-up agreements
with the Underwriters pursuant to which each of them has agreed not to, for a period of 90 days in the case of our executive officers,
certain of our directors and certain affiliates and 120 days in the case of our Chairman and Director and his affiliated entities after
the effective date of the Registration Statement, offer, sell, transfer or otherwise dispose of the Company’s securities without
the prior consent of the Representative, subject to limited exceptions.
A
copy of the Underwriting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to such exhibit.
On
July 29, 2021, the Company issued a press release announcing the pricing of the Public Offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 the Company’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 the Company’s potential inability to realize intended benefits of the merger; the potential increase in tariffs
on the company’s imports; potential difficulties and supply interruptions from moving the manufacturing of most of the company’s
products to Vietnam; risks relating to global semiconductor shortages; potential changes in NAFTA; the potential need for additional
funding which the Company may be unable to obtain; declining demand for certain of the Company’s products; delays, unanticipated
costs, interruptions or other uncertainties associated with the Company’s production and shipping; the Company’s reliance
on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications;
the Company’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 the Company’s filings with the Securities
and Exchange Commission. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak
only as of the date made. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any such statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstance
on which any such statement is based.
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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
29, 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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