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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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MINIM, INC. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
60365W102 (CUSIP Number) |
DAVID E. LAZAR 30B, Tower 200 The Towers, Winston Churchill Panama City, R1, 07196 646-768-8417 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/26/2024 (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.
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
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| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Lazar David E. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,509,480.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
78.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The aggregate amount beneficially owned by the Reporting Person consists of (a) 1,481,980 shares of the Issuer's Common Stock, $0.01 par value per share (Common Stock), (b) 3,227,500 shares of Common Stock issuable upon conversion of the Issuer's Series A Convertible Preferred Stock, $0.001 par value per share (Series A Preferred Stock), which are convertible within 60 days, and (c) 2,800,000 shares of Common Stock issuable upon exercise of warrants that are exercisable within 60 days (Warrants).
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
MINIM, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
848 ELM STREET, MANCHESTER,
NEW HAMPSHIRE
, 03101. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated as follows:
5,600,000 Shares were purchased by the Reporting Person with personal funds pursuant to a securities purchase agreement, dated as of January 23, 2024, by and between the Issuer and the Reporting Person, as further described in Item 6 of the Schedule 13D. On January 22, 2024, the Issuer granted the Reporting Person 25,000 Shares pursuant to the Issuer's Non-Employee Directors Compensation Plan. In addition, on October 21, 2024, the Issuer granted the Reporting Person 305,357 shares of Series A Preferred Stock, which is convertible into 427,500 shares of Common Stock.
On December 26, 2024, the Reporting Person acquired 1,456,980 Shares in a private transaction for aggregate consideration of $50,000 pursuant to the Stock Purchase Agreement (as defined below). The Reporting Person previously held shared voting power over these Shares pursuant to the Voting Agreement described in Item 6 of the Schedule 13D.
The aggregate purchase price of the 7,509,480 Shares directly beneficially owned by the Reporting Person is approximately $2,850,000. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 9,585,081 shares of Common Stock outstanding, which is the total of (a) 3,557,581 shares of Common Stock outstanding as of November 14, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission (the "SEC") on November 19, 2024 and (b) an aggregate of 6,027,500 shares of Common Stock directly beneficially owned by the Reporting Person upon the conversion of the Series A Preferred Stock or exercise of the Warrants.
As of the close of business on December 31, 2024, the Reporting Person beneficially owned 7,509,480 Shares. Percentage: Approximately 78.3% |
| (b) | Item 5(b) is hereby amended and restated as follows:
1. Sole power to vote or direct vote: 7,509,480
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,509,480
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Item 5(c) is hereby amended and restated as follows:
The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On December 26, 2024, the Reporting Person entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with the sellers named therein, pursuant to which the Reporting Person agreed to purchase an aggregate of 1,456,980 Shares for an aggregate purchase price of $50,000. The Reporting Person previously held shared voting power over these Shares pursuant to the Voting Agreement. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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