Current Report Filing (8-k)
16 Décembre 2022 - 10:32PM
Edgar (US Regulatory)
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2022-12-12
2022-12-12
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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): December 12, 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
1.01 Entry into a Material Definitive Agreement.
The
disclosures provided in Item 2.03 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
December 12, 2022 (the “Effective Date”), Minim, Inc. (the “Company”) and its wholly-owned subsidiary Cadence
Connectivity, Inc., entered into the Second Amendment to Loan and Security Agreement (the “Amendment” or the “Loan
Agreement”) with Silicon Valley Bank (“SVB”).
The
Amendment, among other things, (i) decreases the aggregate amount available under the revolving credit line from $25 million to $10 million,
(ii) extends maturity to January 15, 2024, and (iii) provides a waiver for an existing default under the Loan Agreement by virtue of
the Company having entered into a Bridge Loan and Security Agreement dated as of November 23, 2022 by and among Borrower and Slingshot
Capital, LLC (“Slingshot Capital”), under which Borrower incurred certain Indebtedness and granted a Lien to Slingshot Capital.
The
foregoing summary is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
The
disclosures provided in Item 2.03 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 3.03.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 13, 2022, Daniel Artusi resigned from the Board of Directors (the “Board”) of the Company. Mr. Artusi was a member
and chair of the Nominating & Governance Committee of the Board, and by resigning from the Board, also resigned from such committee.
The
resignation of Mr. Artusi was not the result of any disagreement with the Company, its management, the Board or any committee of the
Board, or with respect to any matter relating to the Company’s operations, policies or practices.
On
December 13, 2022, the Board elected Patrick Rivard to the Board, effectively immediately. Mr. Rivard was appointed to fill an existing
vacancy on the Board, and he is the chair of the Nominating and Corporate Governance Committee and member of the Audit Committee. Mr.
Rivard does not have any family relationship to any director or executive officer of the Company or any person nominated or chosen by
the Company to become a director or officer. There are no transactions in which Mr. Rivard has an interest requiring disclosure pursuant
to Item 404(a) of Regulation S-K.
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: December 16, 2022 |
MINIM, INC. |
| |
|
| |
By: |
/s/
Dustin Tacker |
| |
Name: |
Dustin Tacker |
| |
Title: |
Chief Financial
Officer |
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