Amended Current Report Filing (8-k/a)
March 24 2022 - 5:32PM
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2022-02-28
2022-02-28
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 24, 2022 (February
28, 2022)
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 240.13e-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. ☐
Explanatory
Note
This
Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) is being filed by Minim, Inc. (the “Company”)
for the purpose of amending a portion of the disclosure previously included in Item 5.02 of that certain Current Report on Form 8-K originally
filed by the Company with the Securities and Exchange Commission (“SEC”) on February 28, 2022 (the “Original Form 8-K”).
This Amendment is being filed to supplement certain information previously filed with the Original Form 8-K with respect to the employment
agreements with Mr. Patel. Other than as set forth in this Explanatory Note, this Amendment does not amend any other disclosures in the
Original Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 28, 2022, the Company announced the appointment of Mehul Patel, 45, as its Chief Financial Officer, effective on or about March
21, 2022 (the “Effective Date”). Mr. Patel joined the Company on the Effective Date and replaces the Company’s previous
chief financial officer, Sean Doherty, who informed the Company of his resignation on December 22, 2021, as disclosed in the Company’s
Current Report on Form 8-K filed on December 22, 2021. Mr. Doherty’s last day with the Company was March 21, 2022.
In
connection with joining the Company and as previously disclosed, it was anticipated that Mr. Patel would execute a standard executive
employment agreement (“Executive Employment Agreement”) and a standard executive severance agreement (“Severance Agreement,”
and together with the Executive Employment Agreement, the “Executive Agreements”) upon his joining the Company. Mr. Patel
has signed the Executive Agreements.
The
compensation terms of the Executive Agreements are consistent with the terms previously disclosed in the Original Form
8-K. In addition to the disclosed compensation terms, the Severance Agreement provides certain
compensatory benefits upon specified circumstances relating to a future separation of employment from the Company. The Severance Agreement
provides that Mr. Patel will receive six months’ of continued base salary and certain insurance premiums to be paid upon any
termination of employment without Good Cause or for Good Reason (as defined therein).
If
Mr. Patel’s employment is terminated without Good Cause or for Good Reason within three months prior to or twelve months after
a Change of Control (as defined therein), he will receive a lump sum of twelve months’ base salary and certain insurance premiums,
and a pro-rated annual bonus. As previously disclosed, Mr. Patel’s annual base compensation is $300,000. The agreement further
provides that his outstanding and unvested equity subject to time-based vesting will be accelerated and deemed fully vested.
The
foregoing description of the Executive Employment Agreement is qualified in its entirety by reference to the full text of the agreement,
which is included as Exhibit 10.1 to this Amendment. The foregoing description of the Severance Agreement is qualified in its entirety
by reference to the severance agreement form, which is included as Exhibit 10.1 to the Form 8-K/A filed with the Securities and Exchange
Commission on October 27, 2021.
Item
9.01(d) Exhibits.
The
following exhibits are filed herewith:
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:March
24, 2022 |
MINIM,
INC. |
| |
|
|
| |
By: |
/s/
Graham Chynoweth |
| |
Name: |
Graham
Chynoweth |
| |
Title: |
Chief
Executive Officer |
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