Amended Statement of Beneficial Ownership (sc 13d/a)
August 02 2021 - 6:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MINIM, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
60365W102
(CUSIP Number)
Joshua S. Horowitz
Palm Management (US) LLC
19 West Elm Street
Greenwich, CT 06830
(203) 302-7000
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 60365W102
|
13D
|
Page 2 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
Palm Management (US) LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,246,640
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,246,640
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,246,640
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 60365W102
|
13D
|
Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
Palm Global Small Cap Master Fund LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,246,640
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,246,640
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,246,640
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 60365W102
|
13D
|
Page 4 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
Bradley C. Palmer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
None
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,246,640
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,246,640
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,246,640
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. 60365W102
|
13D
|
Page 5 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
Joshua S. Horowitz
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
7,286
|
8
|
SHARED VOTING POWER
1,246,640
|
9
|
SOLE DISPOSITIVE POWER
29,786(1)
|
10
|
SHARED DISPOSITIVE POWER
1,246,640
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,276,426(1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
(1)
|
Includes 22,500 shares of Common Stock purchasable pursuant to stock options that are exercisable within 60 days of the filing of
this Statement.
|
CUSIP No. 60365W102
|
13D
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Page 6 of 7 Pages
|
This Amendment No. 1 to Statement of Beneficial
Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the
Reporting Persons on May 27, 2020 (the “Schedule 13D” or this “Statement”). Capitalized terms used but not defined
in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No.
1, the Schedule 13D remains unchanged.
This Amendment No. 1 represents the final amendment
to the Schedule 13D and constitutes an exit filing for the Reporting Persons as the Reporting Persons beneficially own less than five
percent of the shares of Common Stock.
|
Item 1.
|
Security and Issuer.
|
This Statement relates to
the common stock, $0.01 par value per share (the “Common Stock”), of Minim, Inc. (f/k/a Zoom Telephonics, Inc.), a Delaware
corporation (the “Company”). The Company reports that its principal executive offices are located at 848 Elm Street, Manchester,
New Hampshire 03101.
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Item 5.
|
Interest in Securities of the Issuer.
|
(a) The Reporting Persons
beneficially own in the aggregate 1,253,926 shares of Common Stock, which represents approximately 2.7% of the Company’s outstanding
shares of Common Stock. Mr. Horowitz also holds options to purchase an aggregate of 22,500 shares of Common Stock, all of which are fully
exercisable and were granted to him as part of his director compensation. Such options include (i) options to purchase 15,000 shares of
Common Stock at an exercise price of $2.03 per share, which were granted on July 9, 2020 and expire on July 9, 2023, and (ii) options
to purchase 7,500 shares of Common Stock at an exercise price of $2.04 per share, which were granted on July 13, 2020 and expire on July
13, 2023.
Each percentage ownership
of shares of Common Stock set forth in this Statement is based on the 45,631,239 shares of Common Stock reported by the Company as outstanding
following its public offering of 10,000,000 shares in its 424(b)(4) Prospectus (File No. 333-257656) dated July 29, 2021, filed with the
Securities and Exchange Commission on July 29, 2021.
(c) On July 29, 2021, Palm
Global purchased 40,000 shares of Common Stock in the Company’s underwritten public offering at a price per share of $2.50, for
an aggregate purchase price of $100,000. Other than this purchase, no transactions have been effected by the Reporting Persons in the
Common Stock during the past 60 days.
(e) The Reporting Persons
beneficially own less than five percent of the shares of Common Stock.
CUSIP No. 60365W102
|
13D
|
Page 7 of 7 Pages
|
SIGNATURES
After reasonable inquiry and
to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and
correct.
In accordance with Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of
this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: August 2, 2021
PALM MANAGEMENT (US) LLC
|
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/s/ Joshua S. Horowitz
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Joshua S. Horowitz
|
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Portfolio Manager
|
|
PALM GLOBAL SMALL CAP MASTER FUND LP
|
|
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By Palm Global Small Cap Fund GP Ltd.,
|
|
its general partner
|
|
|
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/s/ Joshua S. Horowitz
|
|
Joshua S. Horowitz
|
|
Director
|
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/s/ Bradley C. Palmer
|
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BRADLEY C. PALMER
|
|
|
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/s/ Joshua S. Horowitz
|
|
JOSHUA S. HOROWITZ
|
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