Current Report Filing (8-k)
08 Juillet 2022 - 10:31PM
Edgar (US Regulatory)
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2022-07-08
2022-07-08
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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 8, 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 24013e-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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 8, 2022,
Minim, Inc. (the “Company”) announced that Nicole Zheng notified the Company of her intention to resign as the Company’s
President and Chief Marketing Officer in order to pursue a new opportunity with a private company. Ms. Zheng is committed to an orderly
transition of her duties and will remain with the Company until August 26, 2022 (the “Separation Date”). Ms. Zheng’s departure is not related to any disagreement with the Company. The Company
does not plan to hire a replacement for the role of President and Chief Marketing Officer.
The
Company has entered into a transition and separation agreement with Ms. Zheng (“Agreement”). Pursuant to the Agreement, Ms.
Zheng will continue to serve as the Company’s President and Chief Marketing Officer through the Separation Date (such period through
the Separation Date, the “Transition Period”). During the Transition Period, Ms. Zheng will be paid her current base salary
and remain eligible to participate in the Company’s health and welfare benefit plans. Subject to continued employment during the
Transition Period, 20,000 of Ms. Zheng’s restricted stock units will be fully vested as of the Separation Date. The Agreement provides
for customary general releases and waivers of claims by Ms. Zheng against the Company. The foregoing description of the Agreement is
qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release on July 8, 2022 announcing the resignation of President and Chief Marketing Officer Nicole Zheng. A copy
of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
The
information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item
7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the
Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(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.
| Dated: |
July
8, 2022 |
MINIM,
INC. |
| |
|
|
|
| |
|
By: |
/s/
Mehul Patel |
| |
|
Name: |
Mehul
Patel |
| |
|
Title: |
Chief
Financial Officer |
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