UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
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)
December 28, 2023
(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. |
2
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. |
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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. |
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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. |
5
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. |
6
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. |
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Amendment No. 22 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 22 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 December 28, 2023, the Issuer, Mr. David Elliot Lazer, an individual (the “Proxy”), and each of Mr. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock Capital Partners, LLC, Zulu Holdings, LLC, Slingshot Capital, LLC, affiliates of Jeremy Hitchcock, and Elizabeth Cash Hitchcock, an individual (the “Stockholders”), entered into a Voting Agreement (the “Voting Agreement”) with respect to a proposed securities purchase agreement (the “SPA”) under negotiation by the Issuer and the Proxy for the sale of shares of a newly designated series of convertible preferred stock of the Issuer. Upon execution of the Voting Agreement, it will be placed in escrow with counsel to the Proxy, until the complete execution and effectiveness of the SPA by the Issuer and the Proxy, at which time the Voting Agreement will be released from escrow to the benefit of the Proxy (the “Proxy Effective Date”).
Upon and following the Proxy Effective date, the Voting Agreement will govern the vote of the 1,447,867 shares of Common Stock, representing the aggregate voting interest of the Stockholders taken as a whole as of the signature date, as well as any additional shares of Common Stock which may be acquired by the Stockholders until the expiration of the Voting Agreement by the Proxy with respect to any and all matters concerning a shareholder vote with respect to actions to be taken pursuant to the proposed terms of the draft SPA, including but not limited to (a) effecting a reverse stock split of the Common Stock of the Issuer; (b) increasing the authorized shares of Preferred Stock of the Issuer and (c) electing new members to the board of directors as may be appointed by the Proxy. The Stockholders agree and covenant that at any meeting of the shareholders of the Issuer and/ or in connection with any corporate action by the shareholders of the Issuer, all of his/her/its respective shares of the Proxy Shares will be voted by the Proxy in the manner and to the effect determined by the Proxy in his discretion with respect to actions proposed to be taken pursuant to the terms of the draft SPA.
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.
The forgoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the reference to the form of the Voting Agreement, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein.
On December 28, 2023, the board elected David Lazar, Matt McMurdo, and Avraham Ben-Tzi to the board of directors of the Issuer.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth in Item 4 is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
8
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: December 29, 2023 | /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