Attached files
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EX-99.1 - PRESS RELEASE - MINIM, INC. | zmtp_ex991.htm |
EX-10.1 - SUBSCRIPTION AGREEMENT - MINIM, INC. | zmtp_ex101.htm |
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 24,
2016
ZOOM TELEPHONICS, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-53722
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04-2621506
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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99 High
Street, Boston, MA
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02110
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(617) 423-1072
(Registrant’s
Telephone Number, Including Area Code)
(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 (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive
Agreement.
On
October 24, 2016, Zoom Telephonics, Inc. (the
“Company”) entered into Subscription Agreements (the
“Subscription Agreements”) with accredited investors
pursuant to which the Company will sell an aggregate of 619,231
shares of common stock, par value $0.01 per share, (the
“Common Stock”) at a purchase price of $2.60 per
share. The gross proceeds to the Company at the closing
of this private placement will be approximately $1.6
million.
The
shares of Common Stock issued in the transaction will be restricted
securities and may be sold only pursuant to Rule 144 or in another
transaction exempt from the registration requirements under the
Securities Act of 1933. Pursuant to the terms of the
Subscription Agreements, the Company is required to file a
registration statement with the Securities and Exchange Commission
within thirty (30) days, to register for resale the shares of
Common Stock sold in the offering.
A copy
of the form of Subscription Agreement is included as Exhibit 10.1.
The foregoing description of the exhibit does not purport to be
complete and is qualified in its entirety by reference to the full
text of such documents, which is incorporated by
reference.
Item 3.02 Unregistered Sales of Equity
Securities.
See the
disclosure set forth in Item 1.01 above, which is incorporated
herein by reference.
The
securities to be offered, issued and sold pursuant to the private
placement will be issued without registration and are subject to
restrictions under the Securities Act of 1933, as amended, in
reliance on the private offering exemptions contained in Section
4(2) of the Securities Act of 1933 and on Regulation D promulgated
thereunder.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
October 24, 2016, the Company’s Board of Directors (the
“Board”) increased the size of the board from six to
seven members and appointed Peter Sykes to the Board.
Item 7.01 Regulation FD Disclosure.
On
October 25, 2016, the Company issued a press release announcing the
completion of the private placement and the appointment of Mr.
Sykes to the Board of Directors. A copy of the press
release is furnished with this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
The
information contained in Item 7.01 to this Current Report on Form
8-K (including Exhibit 99.1) is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise be
subject to the liabilities of that section. The
information in this Item 7.01 (including Exhibit 99.1) shall not be
incorporated by reference into any registration statement or other
document pursuant to the Securities Act, except as otherwise
expressly stated in such filing.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit Number
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Title
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Form of
Subscription Agreement.
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Press
Release issued by Zoom Telephonics, Inc., dated October 25,
2016.
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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.
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ZOOM TELEPHONICS,
INC.
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Dated: October 26, 2016 |
By:
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/s/
Frank
Manning
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Frank Manning |
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President
and Chief Executive Officer
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