Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
07 Août 2024 - 2:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
Minim, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title
of Class of Securities)
60365W102
(CUSIP Number)
Megan Ward
Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101
(603) 943-0020
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 12, 2024
(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 Rule 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).
SCHEDULE 13D
CUSIP No. 60365W102
1 |
NAMES OF REPORTING PERSONS
Jeremy
P. Hitchcock |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
8 |
SHARED VOTING POWER
1,447,8671 |
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
10 |
SHARED DISPOSITIVE POWER
1,447,8671 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,447,8671 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.2% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
| 1 | The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of
the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage
represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most
recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol,
LLC. Jeremy P. Hitchcock disclaims any beneficial interest in capital stock of the Issuer and in any other shares
or securities of the Issuer and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date, other
than (i) individually through Elizabeth Cash Hitchcock, (ii) through Hitchcock Capitol LLC, (iii) through Orbit Group LLC, (iv) through
Zulu Holdings, LLC and (v) through Slingshot Capitol, LLC. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock
Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Ms. Elizabeth Cash Hitchcock, an individual, disclaim the formation
of a group with David Elliot Lazar, an individual and of any shared beneficial ownership with him. |
SCHEDULE 13D
CUSIP No. 60365W102
1 |
NAMES OF REPORTING PERSONS
Elizabeth
Cash Hitchcock |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
8 |
SHARED VOTING POWER
1,447,8672 |
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
10 |
SHARED DISPOSITIVE POWER
1,447,8672 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,447,8672
| |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.2% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
| 2 | The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of
the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage
represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most
recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol,
LLC. Elizabeth Cash Hitchcock disclaims any beneficial interest in capital stock of the Issuer and in any other shares
or securities of the Issuer and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date, other
than (i) individually through Jeremy Hitchcock, (ii) through Hitchcock Capitol LLC, (iii) through Orbit Group LLC, (iv) through Zulu Holdings,
LLC and (v) through Slingshot Capitol, LLC. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock
Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Ms. Elizabeth Cash Hitchcock, an individual, disclaim the formation
of a group with David Elliot Lazar, an individual and of any shared beneficial ownership with him. |
SCHEDULE 13D
CUSIP No. 60365W102
1 |
NAMES OF REPORTING PERSONS
Orbit
Group LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New
Hampshire |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
8 |
SHARED VOTING POWER
1,362,1903 |
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
10 |
SHARED DISPOSITIVE POWER
1,362,1903 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,362,1903 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
3 |
Represents
627,847 shares owned by Orbit Group LLC and 734,343 shares owned by Slingshot Capital, LLC. The Reporting Person disclaims
beneficial ownership of the shares held by Slingshot Capital, LLC, except to the extent of its pecuniary interest in such shares, if
any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any
purpose. The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s
shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage represented in Row 13 is
based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most recent periodic report,
which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol,
LLC. Orbit Group LLC disclaims any beneficial interest in capital stock of the Issuer and in any other shares or securities
of the Issuer and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date, other than (i) individually
through Jeremy Hitchcock, (ii) individually through Elizabeth Cash Hitchcock, (iii) through Hitchcock Capitol LLC, (iv) through Zulu Holdings,
LLC and (v) through Slingshot Capitol, LLC. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock
Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Ms. Elizabeth Cash Hitchcock, an individual, disclaim the formation
of a group with David Elliot Lazar, an individual and of any shared beneficial ownership with him. |
SCHEDULE 13D
CUSIP No. 60365W102
1 |
NAMES OF REPORTING PERSONS
Hitchcock
Capital Partners, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New
Hampshire |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
8 |
SHARED VOTING POWER
627,8474 |
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
10 |
SHARED DISPOSITIVE POWER
627,8474 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,8474 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
| 4 | Represents 132,677 shares owned by Hitchcock Capital Partners, LLC and 495,170 shares owned by Zulu
Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Zulu Holdings LLC, except to the extent of
its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is
the beneficial owner of such securities any purpose. The shares reported in this Amendment have been split adjusted to reflect the
reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023.
The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the
Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol,
LLC. Hitchcock Capitol Partners, LLC disclaims any beneficial interest in capital stock of the Issuer and in any other
shares or securities of the Issuer and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date,
other than (i) individually through Jeremy Hitchcock, (ii) individually through Elizabeth Cash Hitchcock, (iii) through Orbit Group LLC,
(iv) through Zulu Holdings, LLC and (v) through Slingshot Capitol, LLC. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock
Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Ms. Elizabeth Cash Hitchcock, an individual, disclaim the formation
of a group with David Elliot Lazar, an individual and of any shared beneficial ownership with him. |
SCHEDULE 13D
CUSIP No. 60365W102
1 |
NAMES OF REPORTING PERSONS
Zulu
Holdings LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New
Hampshire |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
8 |
SHARED VOTING POWER
627,8475 |
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
10 |
SHARED DISPOSITIVE POWER
627,8475 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,8475 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
| 5 | Represents 132,677 shares owned by Hitchcock Capital Partners, LLC and 495,170 shares owned by Zulu
Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Hitchcock Capital Partners, LLC, except to
the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the
Reporting Person is the beneficial owner of such securities any purpose. The shares reported in this Amendment have been split
adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became
effective on April 17, 2023. The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March
29, 2023 included in the Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol,
LLC. Zulu Holdings, LLC disclaims any beneficial interest in capital stock of the Issuer and in any other shares or
securities of the Issuer and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date, other than
(i) individually through Jeremy Hitchcock, (ii) individually through Elizabeth Cash Hitchcock, (iii) through Orbit Group LLC, (iv) through
Slingshot Capitol, LLC and (v) through Hitchcock Capital Partners, LLC. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock
Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Ms. Elizabeth Cash Hitchcock, an individual, disclaim the formation
of a group with David Elliot Lazar, an individual and of any shared beneficial ownership with him. |
SCHEDULE 13D
CUSIP No. 60365W102
1 |
NAMES OF REPORTING PERSONS
Slingshot Capital, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New
Hampshire |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
8 |
SHARED VOTING POWER
734,3436 |
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
10 |
SHARED DISPOSITIVE POWER
734,3436
| |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,3436
| |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28% |
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
| 6 | The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of
the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage
represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023, included in the Issuer’s
most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol,
LLC. Slingshot Capitol, LLC disclaims any beneficial interest in capital stock of the Issuer and in any other shares
or securities of the Issuer and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date, other
than (i) individually through Jeremy Hitchcock, (ii) individually through Elizabeth Cash Hitchcock, (iii) through Orbit Group LLC, (iv)
through Zulu Holdings, LLC and (v) through Hitchcock Capital Partners, LLC. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock
Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Ms. Elizabeth Cash Hitchcock, an individual, disclaim the formation
of a group with David Elliot Lazar, an individual and of any shared beneficial ownership with him. |
Amendment
No. 24 to Schedule 13D
This
Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners,
LLC (“HCP”), Zulu Holdings LLC (“Zulu”), Slingshot Capital, LLC (“Slingshot”) and a stockholders
group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised
of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu and Slingshot.
This
Amendment further amends the Schedule 13D filed on May 3, 2019, and Amendments 1 through 23 that have been filed with respect thereto
(collectively, the “Schedule 13D”).
Capitalized
terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended
hereby.
| Item
4. | Purpose
of Transaction |
Item
4 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 4:
On
August 2, 2024, Jeremy P. Hitchcock resigned as a director and officer of the Issuer. The information set forth in Amendment No. 24 to
the Schedule 13D is incorporated herein by reference.
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item
6 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 6:
On
March 12, 2024, the Issuer and the Reporting Person entered into a Merger Agreement (the “Merger Agreement”) with e2Companies
LLC, a Florida limited liability company (“e2Companies”). Concurrently with the execution and delivery of the Merger Agreement,
the Issuer and the Reporting Person entered into a support agreement (the “Support Agreement”) with certain stockholders
of the Company, as reported in Item 1.01 of the Issuer’s Current Report on Form 8-K filed with the SEC on March 18, 2024, which
is incorporated herein by reference.
The
foregoing description of the Merger Agreement and the Support Agreement is not complete and is qualified in all respects to the form
of Merger Agreement and form of Support Agreement, which was filed as exhibits to the Issuer’s Current Report on Form 8-K filed
with the SEC on March 18, 2024 and incorporated herein by reference.
| Item
7. | Material
to be Filed as Exhibits |
Exhibit 99.1 |
|
Joint
Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC, Zulu Holdings
LLC and Slingshot Capital, LLC dated as of December 8, 2023 (incorporated by reference to Exhibit 99.1 to Amendment No. 22 to Schedule
13D filed on December 11, 2023). |
Exhibit 99.2 |
|
Form
of Support Agreement by and among Minim, Inc. e2Companies LLC and certain stockholders of Minim, Inc. dated as of March 11, 2024
(incorporated by reference to Exhibit 2.3 to Minim, Inc. Current Report on Form 8-K filed with the SEC on March 18, 2024). |
Signature
After reasonable inquiry and to the best of the undersigned’s
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 7, 2024 |
|
|
/s/ Jeremy P. Hitchcock |
|
Jeremy P. Hitchcock |
|
|
|
/s/ Elizabeth Cash Hitchcock |
|
|
|
Elizabeth Cash Hitchcock |
|
Orbit Group LLC |
|
|
|
|
By: |
/s/ Jeremy P. Hitchcock |
|
Name: |
Jeremy P. Hitchcock |
|
Title: |
Manager |
|
Hitchcock Capital Partners, LLC |
|
|
|
By: |
Orbit Group LLC, its Manager |
|
|
|
|
|
By: |
/s/ Jeremy P. Hitchcock |
|
|
Name: |
Jeremy P. Hitchcock |
|
|
Title: |
Manager |
|
Zulu Holdings LLC |
|
|
|
By: |
Orbit Group LLC, its Manager |
|
|
|
|
|
|
By: |
/s/ Jeremy P. Hitchcock |
|
|
Name: |
Jeremy P. Hitchcock |
|
|
Title: |
Manager |
|
|
|
|
|
Slingshot Capital, LLC |
|
|
|
|
|
By: |
Orbit Group LLC, its Manager |
|
|
|
|
|
|
By: |
/s/ Jeremy P. Hitchcock |
|
|
Name: |
Jeremy P. Hitchcock |
|
|
Title: |
Manager |
9
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