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): March 6, 2024
MINIM, INC.
(Exact name of registrant as specified in its 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)
Not Applicable
(Former name or former address, if changed since last report)
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 |
| Preferred Stock, $0.01 par value | | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 6, 2024, Minim, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware, increasing the authorized shares to seventy million (70,000,000), with sixty million (60,000,000) shares being common stock, having a par value of $.01 per share, and of which ten million (10,000,000) shares shall be Preferred Stock, having a par value of $.001 per share. The Certificate also removed from the Company’s Certificate of Incorporation any limitations on adopting shareholder resolutions via majority without holding a shareholders meeting. The description of the Certificate above does not purport to be complete. For more information regarding it, please see the complete filing attached hereto as Exhibit 3.1. Exhibit 3.1 should be reviewed in its entirety.
The Board of Directors has decided not to proceed with the 1-for-3 reverse stock split, as it is no longer needed in order to meet Nasdaq’s minimum bid price requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
| | MINIM, INC. |
| | | |
| Date: March 11, 2024 | By: | /s/ David Lazar |
| | | David Lazar |
| | | Chief Executive Officer |
