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): October 19, 2023
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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. ☐
| Item 3.01 | NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING |
On October 19, 2023, Minim, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because of George I. Kassas’ resignation from the Company’s board and audit committee, effective September 15, 2023, the Company is not in compliance with Nasdaq’s rules for continued listing under Nasdaq Listing Rule 5605. Rule 5605 requires, in part, that listed companies have an audit committee that consists of at least three members.
Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has (i) until the Company’s next annual shareholders’ meeting, or (ii) if the Company’s next annual shareholders’ meeting is held before March 13, 2024, until March 13, 2024, to submit evidence to Nasdaq of its compliance with Rule 5605.
Receipt of the letter described above from Nasdaq has no immediate effect on the listing of the Company’s common stock.
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: October 23, 2023 | MINIM, INC. |
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| | By: | /s/ Jeremy Hitchcock |
| | Name: | Jeremy Hitchcock |
| | Title: | Executive Chairman of the Company |
