Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF MARCUM LLP - MINIM, INC. | minm_ex231.htm |
| EX-21.1 - SUBSIDIARIES - MINIM, INC. | minm_ex211.htm |
| EX-5.1 - OPINION OF NIXON PEABODY LLP - MINIM, INC. | minm_ex51.htm |
| EX-4.1 - DESCRIPTION OF SECURITIES - MINIM, INC. | minm_ex41.htm |
| EX-3.7 - AMENDED AND RESTATED BY-LAWS OF MINIM, INC. - MINIM, INC. | minm_ex37.htm |
As filed with the Securities and Exchange Commission on June 9,
2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
________________________
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MINIM, INC.
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(Exact name of registrant as specified in its charter)
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________________________
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Delaware
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3661
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04-2621506
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(State or other jurisdictionof incorporation or
organization)
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(Primary Standard Industrial Classification Code
Number)
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(I.R.S. EmployerIdentification Number)
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848
Elm Street
Manchester,
New Hampshire, 03101
(833)
966-4646
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
________________________
Sean Doherty
Chief Financial Officer
Minim, Inc.
848 Elm Street
Manchester, New Hampshire, 03101
(833) 966-4646
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
________________________
Copies to:
Richard F. Langan, Jr., Esq.
Nixon Peabody LLP
55 West 46th Street
New York, NY 10036-4120
(212) 940-3000
________________________
As soon as practicable following the effective date of this
registration statement.
(Approximate date of commencement of proposed sale to the
public)
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box:
☐
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
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Emerging
growth company ☐
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION OF REGISTRATION FEE
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Title of Each
Class of Securities to be Registered
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Amount to
be
Registered(1)
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Proposed
Maximum
Offering Price
Per Unit(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration
Fee
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Common stock, par value $0.01 per
share
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10,743,223
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$2.97
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$31,907,372
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$3,481
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(1)
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This
Registration Statement covers the resale by the Registrant’s
selling stockholders of 10,743,223 shares of the Registrant’s
common stock, par value $0.01 per share (the “Common
Stock”). Pursuant to Rule 416(a) promulgated under the
Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any
additional shares of Common Stock that become issuable by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that
increases the number of the Registrant’s outstanding shares
of Common Stock. Pursuant to Rule 429 under the Securities Act and
as further described below under the heading “Statement
Pursuant to Rule 429(b),” the prospectus contained in this
Registration Statement also covers 12,801,061 shares of Common
Stock previously registered under the Registrant’s
Registration Statement on Form S-1 filed by the Registrant on June
11, 2020 (File No. 333-239122), which was declared effective on
June 22, 2020 and the Registrant’s Registration Statement on
Form S-1 filed by the Registrant on June 7, 2019 (File No.
333-232027), which was declared effective on July 14, 2019 (collectively, the
“Prior Registration Statements”). These shares have not
yet been sold by the selling stockholders described in the Prior
Registration Statement and are included in the prospectus contained
in this Registration Statement.
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(2)
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Estimated
solely for purpose of calculating the registration fee according to
Rule 457(c) under the Securities Act on the basis of the average of
the bid and asked prices for a share of the Registrant’s
Common Stock reported on the OTCQB on June 7, 2021.
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The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
STATEMENT PURSUANT TO RULE 429(b)
Pursuant
to Rule 429 under the Securities Act, the prospectus contained in
this Registration Statement relates to 23,544,284 shares of Common
Stock of the Registrant, consisting of (i) the 10,743,223 shares of Common Stock registered hereby
and (ii) certain shares of Common Stock that remain unsold and were
previously registered by the Registrant pursuant to the Prior
Registration Statements. As such, this Registration Statement shall
constitute a post-effective amendment to the Prior Registration
Statements.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 9, 2021
PROSPECTUS
23,544,284 Shares of Common Stock
of
Minim, Inc.
________________________
This prospectus relates to the possible resale,
from time to time, by the holders of 23,544,284 shares of Common Stock of Minim, Inc., formerly
known as Zoom Telephonics, Inc. These holders are named in this
prospectus and are referred to herein as the “selling
stockholders”.
We are not selling any shares of our Common Stock
in this offering and, as a result, we will not receive any proceeds
from the sale of the Common Stock covered by this prospectus. All
of the net proceeds from the sale of our Common Stock will go to
the selling stockholders.
The selling stockholders may sell Common Stock from time to time at prices
established on the OTC Markets Group’s OTCQB, or as
negotiated in private transactions, or as otherwise described under
the heading “Plan of Distribution.” The Common Stock
may be sold directly or through agents or broker-dealers acting as
agents on behalf of the selling stockholders. The selling stockholders may engage brokers, dealers or agents who may
receive commissions or discounts from the selling
stockholders. We will pay all the
expenses incident to the registration of the shares; however, we
will not pay for sales commissions or other expenses applicable to
the sale of our Common Stock registered
hereunder.
Our Common Stock trades on the OTCQB under the
symbol “MINM” (formerly traded under the symbol
“ZMTP” until December 8, 2020). The last reported sales
price of our shares of Common Stock on June 7, 2021 was $2.99 per share.
Our principal executive office is located at 848
Elm Street, Manchester, New Hampshire, 03101. Our telephone number
at that address is (833) 966-4646. Our website is located at
https://www.minim.co.
INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU
SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 4 OF
THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
OUR SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED UNDER APPLICABLE LOCAL LAWS.
The date of this prospectus is June 9, 2021.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
You should rely only on the information contained in or
incorporated by reference into this prospectus. We have not
provided, and we have not authorized anyone else to provide you
with, different or additional information. You should not assume
that the information contained in this prospectus is accurate as of
any date other than the date on the front of this prospectus
regardless of its time of delivery, and you should not consider any
information in this prospectus or in the documents incorporated by
reference herein to be investment, legal or tax advice. We
encourage you to consult your own counsel, accountant and other
advisors for legal, tax, business, financial and related advice
regarding an investment in our securities.
This
prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any of our securities other than the securities
covered hereby, nor does this prospectus constitute an offer to
sell or the solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Persons who come into
possession of this prospectus in jurisdictions outside the United
States are required to inform themselves about, and to observe, any
restrictions as to the offering and the distribution of this
prospectus applicable to those jurisdictions.
We
further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in the accompanying
prospectus were made solely for the benefit of the parties to such
agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed
to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
As
used in this prospectus, the terms “we,”
“us,” “our,” “Minim” and the
“Company” mean Minim, Inc., formerly known as Zoom
Telephonics, Inc., and its wholly owned subsidiaries, Zoom
Connectivity, Inc., formerly known as Minim Inc., and MTRLC LLC,
unless stated otherwise or the context requires
otherwise.
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WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the Securities and Exchange
Commission (the “SEC”) a Registration Statement under
the Securities Act of 1933, as amended (the “Securities
Act”), with respect to the shares of Common Stock being
offered by this prospectus. This prospectus does not contain all of
the information in the Registration Statement and its exhibits. For
further information with respect to us and the Common Stock offered
by the selling stockholders, we
refer you to the Registration Statement and its exhibits.
Statements contained in this prospectus as to the contents of any
contract or any other document referred to are not necessarily
complete, and in each instance, we refer you to the copy of the
contract or other document filed as an exhibit to the Registration
Statement. Each of these statements is qualified in all respects by
this reference.
We are subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and, in accordance therewith, file
annual, quarterly and special reports, proxy statements and other
information with the SEC. These documents may be accessed for free
through the SEC’s electronic data gathering, analysis and
retrieval system, or EDGAR, via electronic means, including the
SEC’s home page on the Internet (www.sec.gov).
We post on our public website (www.minim.co)
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act, as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC. Our website and the
information contained on that site, or connected to that site, are
not incorporated into and are not a part of this
prospectus.
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INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The
SEC allows us to incorporate by reference the information and
reports we file with it under File No. 001-37649, which means that
we can disclose important information to you by referring you to
those publicly available documents. The information incorporated by
reference is an important part of this prospectus, and information
disclosed in documents that we file later with the SEC will
automatically add to, update and change information previously
disclosed. If there is additional information in a later filed
document or a conflict or inconsistency between information in this
prospectus or a prospectus supplement and information incorporated
by reference from a later filed document, you should rely on the
information in the later dated document.
We
are incorporating by reference the documents listed below, which we
have already filed with the SEC, and all documents subsequently
filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, including all such documents we may file with the SEC
after the date of this prospectus and before the termination of
this offering (other than, in each case, information furnished
rather than filed):
●
Our Annual Report
on Form
10-K for the year ended December 31, 2020 filed with the SEC
on April 13, 2021, as amended by Amendment No. 1 to
Form 10-K filed with the SEC on April 30, 2021;
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Our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021
filed with the SEC on May 17, 2021;
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Our Current Reports on Form 8-K filed with the SEC
on February 8,
2021, March 15, 2021,
April 15,
2021, April 27, 2021
and June
4, 2021, and our amended Current Reports on Form 8-K/A filed
with the SEC on February 17,
2021 and May 3, 2021
(in each case, except for information
contained therein which is furnished rather than filed);
and
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The unaudited pro forma financial information
filed as Exhibit 99.3
to our Current Report on Form 8-K/A
filed with the SEC on February 17, 2021.
All
documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of the offering contemplated by this prospectus,
shall be deemed to be incorporated by reference into this
prospectus.
Upon
request, we will provide, without charge, to each person, including
any beneficial owner, to whom a copy of this prospectus is
delivered a copy of the documents incorporated by reference into
this prospectus. You may request a copy of these filings, and any
exhibits we have specifically incorporated by reference as an
exhibit in this prospectus, at no cost by writing or telephoning us
at the following address:
Minim, Inc.
848 Elm Street
Manchester, New Hampshire, 03101
Telephone: (833) 966-4646
In
addition, our website address is https://www.minim.co and such
reports are available under “SEC Filings” on our
Investor Relations website located at https://ir.minim.co. Except for the
specific incorporated reports and documents listed above, no
information available on or through our website shall be deemed to
be incorporated into this prospectus or the Registration Statement
of which it forms a part.
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CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Various
statements contained in or incorporated by reference into this
prospectus constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and other
federal and state securities laws. Forward-looking statements are
all statements other than statements of historical fact. We attempt
to identify these forward-looking statements by words such as
"may," "will," "should," "could," "might," "expect," "plan,"
"anticipate," "believe," "estimate," "target," "goal," "predict,"
"intend," "potential," "continue," "seek" and other comparable
words. Similarly, statements that describe our business strategy,
goals, prospects, opportunities, outlook, objectives, plans or
intentions are also forward-looking statements. These statements
may relate to, but are not limited to, expectations of future
operating results or financial performance, macroeconomic trends
that we expect may influence our business, plans for financing or
capital expenditures, expectations regarding liquidity and
compliance with financing covenants, expectations regarding the
introduction of new products, effects of restructuring actions and
changes in our management team, regulatory compliance and expected
changes in the regulatory landscape affecting our business,
internal control improvements, expected impact of litigation and
regulatory proceedings, plans for growth and future operations, and
effects of acquisitions, divestitures and partnerships, as well as
assumptions relating to the foregoing.
Forward-looking
statements are inherently subject to risks and uncertainties, some
of which cannot be predicted or quantified. These statements are
based on current expectations and assumptions regarding future
events and business performance and involve known and unknown
risks, uncertainties and other factors that may cause actual events
or results to be materially different from any future events or
results expressed or implied by these statements. These factors
include those set forth in the following discussion and elsewhere
within this prospectus or incorporated by reference herein, as well
as factors that cannot be predicted or quantified.
We
believe that it is important to communicate our future expectations
to our investors. However, there may be events in the future that
we are not able to accurately predict or control and that may cause
our actual results to differ materially from the expectations we
describe in our forward-looking statements. You should not place
undue reliance on forward-looking statements, which apply only as
of the date of this prospectus. You should carefully review the
risk factors described under the heading "Risk Factors" and
elsewhere in our most recent Annual Report on Form 10-K, any
subsequently filed Quarterly Reports on Form 10-Q and any
subsequently filed Current Reports on Form 8-K (other than, in each
case, information furnished rather than filed), all of which are
incorporated by reference in this prospectus, and any risk factors
included in any applicable prospectus supplement. Except as
required by applicable law, including the rules and regulations of
the SEC, we undertake no obligation, and expressly disclaim any
duty, to publicly update or revise forward-looking statements,
whether as a result of any new information, future events or
otherwise. Although we believe the expectations reflected in the
forward-looking statements are reasonable as of the date of this
prospectus, our statements are not guarantees of future results,
levels of activity, performance, or achievements, and actual
outcomes and results may differ materially from those expressed in,
or implied by, any of our statements.
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PROSPECTUS SUMMARY
The following summary provides an overview of certain information
about Minim, Inc, formerly known as Zoom Telephonics, Inc., which
we refer to, together with its consolidated subsidiaries, in this
prospectus as the “Company” or “Minim,”
which is the name under which we do business, and this offering and
may not contain all the information that is important to you. This
summary is qualified in its entirety by, and should be read
together with, the information contained in other parts of this
prospectus and the documents we incorporate by reference. You
should carefully review this entire prospectus, including the
matters discussed in “Risk Factors” beginning on page
4, and our most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q before making a decision about whether to
invest in our securities.
Our Company
Minim
delivers innovative Internet access products that reliably and
securely connect homes and offices around the world. We are the
exclusive global license holder to the Motorola brand for home
networking hardware. The Company designs and manufactures products
including cable modems, cable modem/routers, mobile broadband
modems, wireless routers, Multimedia over Coax (“MoCA”)
adapters and mesh home networking devices. Our AI-driven cloud
software platform and applications make network management and
security simple for home and business users, as well as the service
providers that assist them— leading to higher customer
satisfaction and decreased support burden.
We
sell our products through a direct sales force, independent sales
agents, distributors, and reseller partners. Our growth strategy
centers on four key pillars: distributing high-margin software on
hardware products as a profit driver; employing customer-driven
product design and planning; expanding our global sales reach with
ISPs and retailers; and mitigating costs and risks through supply
chain resiliency. We believe our competitive edge in the market is
forged by our software-driven approach to hardware product
delivery, radical customer centricity, and commitment to win-win
relationships with our reseller and partner base.
We
are experienced in electronics hardware, firmware, and software
design and testing, regulatory certifications, product
documentation, and packaging; and we use that experience in
developing each product in-house or in partnership with suppliers
who are typically based in Asia. Electronic assembly and testing of
the Company’s products in accordance with our specifications
is typically done in Asia.
We
continually seek to improve our product designs and manufacturing
approach to elevate product performance and reduce our costs. We
pursue a strategy of outsourcing rather than internally developing
our hardware product chipsets, which are application-specific
integrated circuits that form the technology base for our modems.
By outsourcing the chipset technology, we are able to concentrate
our research and development resources on modem system design,
leverage the extensive research and development capabilities of our
chipset suppliers, and reduce our development time and associated
costs and risks. As a result of this approach, we are able to
quickly develop new products while maintaining a relatively low
level of research and development expense as a percentage of net
sales. We also outsource aspects of our manufacturing to contract
manufacturers as a means of reducing our costs of production, and
to provide us with greater flexibility in our production
capacity.
Generally,
our gross margin for a given product depends on a number of
factors, including the type of customer to whom we are selling. The
gross margin products sold to retailers tends to be higher than for
some of our other customers; but the sales, support, returns, and
overhead costs associated with products sold to retailers also tend
to be higher. The Company’s sales to certain countries are
currently handled by a single master distributor for each country
that handles the support and marketing costs within the country.
Gross margin for sales to these master distributors tends to be
low, since lower pricing to these distributors helps them to cover
the support and marketing costs for their country.
Corporate Information
We are incorporated in Delaware under the name
Minim, Inc., formerly known as Zoom Telephonics, Inc., while
maintaining the ZOOM trademark for products. The Company was
originally incorporated in New York in 1977 and changed its state
of incorporation to Delaware in 1993. Our principal executive
offices are located at 848 Elm Street, Manchester, NH 03101, and
our telephone number is (833) 966-4646. Our main website is
https://www.minim.co.
Information contained on our website does not constitute part of
this prospectus.
Our
shares of common stock, par value $0.01 per share (the
“Common Stock”), are traded on the OTCQB Venture Market
under the symbol “MINM” (formerly traded under the
symbol “ZMTP” until December 8, 2020).
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1
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SUMMARY OF THE OFFERING
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Common
Stock offered by selling stockholders
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23,544,284
shares
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Terms
of the offering
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The
selling stockholders will determine when and how they will sell the
Common Stock offered in this prospectus.
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Common
Stock outstanding*
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35,498,514
shares
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Use of
proceeds
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We are
not selling any of the shares of Common Stock covered by this
prospectus, and as a result will not receive any proceeds from the
sale of shares of Common Stock pursuant to this
prospectus.
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OTCQB
Symbol
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MINM
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Risk
Factors
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See
“Risk Factors” beginning on page 4 and the other
information in this prospectus, together with the information
contained under the heading “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2020
filed with the SEC on April 13, 2021, any subsequently filed
Quarterly Reports on Form 10-Q and any subsequently filed Current
Reports on Form 8-K (other than, in each case, information
furnished rather than filed), all of which are incorporated by
reference in this prospectus, as well as other cautionary
statements throughout or incorporated by reference in this
prospectus.
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* Does
not include shares of Common Stock reserved for issuance pursuant
to the Company’s equity incentive plans.
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2
RISK FACTORS
An
investment in our securities involves a high degree of risk. Before
you invest in our securities you should carefully consider those
risk factors described under, but not limited to, the heading "Risk
Factors" in our most recent Annual Report on Form 10-K, any
subsequently filed Quarterly Reports on Form 10-Q and any
subsequently filed Current Reports on Form 8-K (other than the
portions of those documents not deemed to be filed), which are
incorporated by reference herein, and those risk factors that may
be included in any applicable prospectus supplement, together with
all of the other information included in this prospectus, any
prospectus supplement and the documents we incorporate by
reference. All of these risk factors are incorporated by reference
herein in their entirety. Our business, financial condition or
results of operations could be materially adversely affected by the
materialization of any of these risks. The trading price of our
securities could decline due to the materialization of any of these
risks, and you may lose all or part of your investment. This
prospectus and the documents incorporated herein by reference also
contain forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of
certain factors, including the risks described herein and in the
documents incorporated herein by reference.
USE OF PROCEEDS
We will
not receive any proceeds from the sale of Common Stock by the
selling stockholders. All of the net proceeds from the resale of
our Common Stock will go to the selling stockholders as described
below in the sections entitled “Selling Stockholders”
and “Plan of Distribution.” We have agreed to bear the
expenses relating to the registration of the Common Stock for the
selling stockholders.
SELLING STOCKHOLDERS
The
Common Stock being offered for resale by the selling stockholders
consists of 23,544,284 shares of Common Stock, which includes,
among other shares of Common Stock, (i) 10,743,223 shares that were
acquired by certain selling stockholders in the acquisition by
merger of Zoom Connectivity, Inc., formerly known as Minim Inc.,
that closed on December 4, 2020, (ii) certain shares that remain
unsold that were originally acquired by certain selling
stockholders in the private placement of our Common Stock that
closed on May 27, 2020, and (iii) certain shares that remain unsold
that were originally acquired by certain selling stockholders in
the private placement of our Common Stock that closed on May 3,
2019. The following table sets forth the name of each selling
stockholder, the number of shares of Common Stock beneficially
owned by each of the selling stockholders as of June 4, 2021 and
the number of shares of Common Stock being offered by the selling
stockholders. The selling stockholders may offer all or part of the
shares for resale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of
such shares nor are the selling stockholders obligated to sell any
shares immediately upon effectiveness of this prospectus. All
information with respect to share ownership has been furnished by
the selling stockholders.
|
|
3
|
Name of Selling
Stockholder(1)
|
Total
Shares
Beneficially
Owned
Before
Offering
|
Maximum
Number
of
Shares
Being
Offered
|
Total
Shares
Beneficially
Owned
After
Offering(2)
|
Percent
of
Total
Shares
Outstanding
After
Offering(2)
|
|
Jeremy
Hitchcock(3)(4)
|
17,819,534
|
17,081,521
|
738,013
|
2.1%
|
|
Elizabeth
Hitchcock(3)(4)
|
17,819,534
|
17,081,521
|
738,013
|
2.1%
|
|
Hitchcock Capital
Partners, LLC(3)
|
15,696,184
|
15,696,184
|
—
|
—
|
|
Zulu Holdings
LLC(3)
|
12,379,252
|
12,379,252
|
—
|
—
|
|
Flybridge
Capital Partners IV LP
|
1,537,118
|
1,537,118
|
—
|
—
|
|
Flybridge
Network Fund IV LP
|
53,871
|
53,871
|
—
|
—
|
|
Founder
Collective III LP
|
1,049,253
|
1,049,253
|
—
|
—
|
|
Founder
Collective Partners III LP
|
170,807
|
170,807
|
—
|
—
|
|
Palm Global Small
Cap Master Fund LP(5)
|
1,206,640
|
958,732
|
247,908
|
*
|
|
Graham
Chynoweth(6)
|
990,726
|
967,795
|
22,931
|
*
|
|
Alec
Rooney(7)
|
368,526
|
303,843
|
64,683
|
*
|
|
Nicole
Zheng(8)
|
275,858
|
215,187
|
60,671
|
*
|
|
Klingenstein
Fields Venture Fund LP
|
229,188
|
229,188
|
—
|
—
|
|
Joseph
L. Wytanis
|
150,910
|
90,910
|
60,000
|
*
|
|
Phil
Stanhope
|
150,000
|
50,000
|
100,000
|
*
|
|
Universal
Telecommunications Inc.
|
114,594
|
114,594
|
—
|
—
|
|
Bryan
Ollila
|
124,164
|
124,164
|
—
|
—
|
|
Brian
Kline
|
96,308
|
96,308
|
—
|
—
|
|
Jason
Calacanis
|
94,849
|
94,849
|
—
|
—
|
|
Company
Venture Capital Fund I LP
|
45,837
|
45,837
|
—
|
—
|
|
The
Janower Irrevocable Trust Of 2009 Dated October 19,
2009
|
45,837
|
45,837
|
—
|
—
|
|
Sarah
Haines
|
45,837
|
45,837
|
—
|
—
|
|
Zach
Mattor
|
45,438
|
45,438
|
—
|
—
|
|
Denis
Bakin
|
36,350
|
36,350
|
—
|
—
|
|
Paul
Blumenfeld
|
33,070
|
33,070
|
—
|
—
|
|
Deogratis
Mwano
|
32,042
|
32,042
|
—
|
—
|
|
Ulysses
Diversified Holdings LLC
|
23,712
|
23,712
|
—
|
—
|
|
Peter
Fry
|
24,233
|
24,233
|
—
|
—
|
|
Sean
M. Dalton
|
22,918
|
22,918
|
—
|
—
|
|
Naveen
Selvadurai
|
17,414
|
17,414
|
—
|
—
|
|
Jason
Syversen
|
17,414
|
17,414
|
—
|
—
|
|
Vast
Ventures III LLC
|
11,459
|
11,459
|
—
|
—
|
|
Edward
A. Julian
|
4,583
|
4,583
|
—
|
—
|
|
TOTAL
|
24,838,490
|
23,544,284
|
1,294,206
|
3.6%
|
(1)
In accordance with
Rule 13d-3 under the Exchange Act, a person is deemed to be the
beneficial owner, for purposes of this table, of any shares of
Company Common Stock over which such person has voting or
investment power and of which such person has the right to acquire
beneficial ownership within 60 days of the date hereof. The table
includes shares owned by spouses, other immediate family members,
in trust, shares held in retirement accounts or funds for the
benefit of the named individuals, shares held as restricted stock
and other forms of ownership, over which shares the persons named
in the table may possess voting and/or investment
power.
(2)
Assumes that all
shares of Common Stock registered for resale by this prospectus are
sold.
(3)
Information
is based on a Schedule 13D/A filed as of December 8, 2020, by
Jeremy Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC
(“Orbit”), Hitchcock Capital Partners, LLC
(“HCP”) and Zulu Holdings LLC (“Zulu”). The
15,696,184 shares includes 3,316,932 shares held directly by HCP
and 12,379,252 shares held directly by Zulu. HCP may be deemed the
beneficial owner of the shares as a beneficial owner of the Common
Stock held by Zulu through its ownership of Zulu. As the manager of
Zulu, Orbit may be deemed the beneficial owner of the Common Stock
held by Zulu. As the co-managers of Orbit and HCP, each of Mr. and
Ms. Hitchcock may be deemed the beneficial owner of the Common
Stock held by Zulu.
(4)
Mr. and Ms.
Hitchcock are spouses of each other. Mr. and Ms. Hitchcock may be
deemed to share beneficial ownership of all shares of the Company
owned by either of them or investment vehicles, including Zulu and
HCP, owned by either of them. Includes 52,500 shares that Mr.
Hitchcock has the right to acquire upon exercise of outstanding
stock options exercisable within 60 days after June 4,
2021.
(5)
The
1,206,640 shares are directly held by Palm Global. Palm Management
(US) LLC, as the investment manager of Palm Global, may be deemed
to be a beneficial owner of the shares of Common Stock disclosed as
directly owned by Palm Global. Due to his position with Palm
Management (US) LLC, Mr. Palmer may be deemed to be a beneficial
owner of the shares of Common Stock disclosed as directly owned by
Palm Global. Due to his positions with Palm Global and Palm
Management (US) LLC, Mr. Horowitz may be deemed to be a beneficial
owner of the shares of Common Stock disclosed as directly owned by
Palm Global. Palm Management (US) LLC, Mr. Palmer and Mr. Horowitz
expressly disclaim such beneficial ownership except to the extent
of their pecuniary interest therein.
(6)
Includes 22,931
shares that Mr. Chynoweth has the right to acquire upon exercise of
outstanding stock options exercisable within 60 days after June 4,
2021
(7)
Includes 64,683
shares that Mr. Rooney has the right to acquire upon exercise of
outstanding stock options exercisable within 60 days after June 4,
2021.
(8)
Includes 60,671
shares that Ms. Zheng has the right to acquire upon exercise of
outstanding stock options exercisable within 60 days after June 4,
2021.
*Less
than one percent of shares outstanding.
Participation of Directors and Officers
Certain
of the selling stockholders currently serve as executive officers
and/or members of the Board, including Jeremy P. Hitchcock,
Executive Chairman of the Board; Graham Chynoweth, Chief Executive
Officer of the Company and member of the Board; and Nicole Zheng,
Chief Marketing Officer; Elizabeth Hitchcock, member of the Board.
Mr. Hitchcock and Ms. Hitchcock may be deemed to beneficially own
shares held by Zulu and HCP. Joshua S. Horowitz, a director of the
Company, due to his positions with Palm Management (US) LLC and as
the director of the general partner of Palm Global, may be deemed
to beneficially own shares held by Palm Global. In addition, Joseph
L. Wytanis, the former President and Chief Executive Officer of the
Company, and Phil Stanhope, the former Chief Technology Officer of
the Company are also selling stockholders.
|
|
4
PLAN OF DISTRIBUTION
Each
selling stockholder and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of
their securities covered hereby on the OTC Markets Group’s
OTCQB or any other stock exchange, market or trading facility on
which the securities are traded or in private transactions. These
sales may be at fixed or negotiated prices. A selling stockholder
may use any one or more of the following methods when selling
securities:
●
ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
●
block trades in
which the broker dealer will attempt to sell the securities as
agent but may position and resell a portion of the block as
principal to facilitate the transaction;
●
purchases by a
broker dealer as principal and resale by the broker-dealer for its
account;
●
an exchange
distribution in accordance with the rules of the applicable
exchange;
●
privately
negotiated transactions;
●
settlement of short
sales entered into after the effective date of the Registration
Statement of which this prospectus is a part;
●
in transactions
through broker dealers that agree with the selling stockholders to
sell a specified number of such securities at a stipulated price
per security;
●
through the writing
or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
●
a combination of
any such methods of sale; or
●
any other method
permitted pursuant to applicable law.
The
selling stockholders may also sell securities under Rule 144 under
the Securities Act, if available, rather than under this
prospectus.
Broker
dealers engaged by the selling stockholders may arrange for other
broker dealers to participate in sales. Broker dealers may receive
commissions or discounts from the selling stockholders (or, if any
broker dealer acts as agent for the purchaser of securities, from
the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this prospectus, in the case of an agency
transaction, not in excess of a customary brokerage commission in
compliance with FINRA Rule 2121; and in the case of a principal
transaction, a markup or markdown in compliance with FINRA Rule
2121.
In
connection with the sale of the securities or interests therein,
the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the securities in the course of hedging
the positions they assume. The selling stockholders may also sell
securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The selling stockholders
may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or
more derivative securities which require the delivery to such
broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The
selling stockholders and any broker-dealers or agents that are
involved in selling the securities may be deemed to be
“underwriters” within the meaning of the Securities Act
in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the
resale of the securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Each selling stockholder has informed the Company that it does not
have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the
securities.
The
Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the securities. The
Company has agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
Because
selling stockholders may be deemed to be “underwriters”
within the meaning of the Securities Act, they will be subject to
the prospectus delivery requirements of the Securities Act
including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than
under this prospectus. The selling stockholders have advised us
that there is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale securities by the
selling stockholders.
We agreed to keep
this registration effective until the earliest of (i) the date on
which the securities have been sold pursuant to this prospectus or
pursuant to Rule 144 under the Securities Act or any other rule of
similar effect; or (ii) the eighteen (18) month anniversary of the
effectiveness of the Registration Statement of which this
prospectus is a part. The resale securities will be sold only
through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states,
the resale securities covered hereby may not be sold unless they
have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirement
is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to
the Common Stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In
addition, the selling stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of
purchases and sales of the Common Stock by the selling stockholders
or any other person. We will make copies of this prospectus
available to the selling stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or
prior to the time of the sale (including by compliance with Rule
172 under the Securities Act).
5
DESCRIPTION OF CAPITAL
STOCK
The
following information describes our Common Stock and preferred
stock, as well as certain provisions of our Amended and Restated
Certificate of Incorporation, as amended (the
“Charter”), and our Amended and Restated Bylaws, as
amended (the “Bylaws”). This description is only a
summary. You should also refer to our Charter and Bylaws, which
have been filed with the SEC as exhibits to our Registration
Statement, of which this prospectus forms a part.
General
We are authorized under Delaware law to issue up
to 60,000,000 shares of Common Stock, $0.01 par value per share,
and 2,000,000 shares of preferred stock, $0.001 par value per
share. As of June 4, 2021,
there were 35,498,514 shares of
Common Stock issued and outstanding and no shares of preferred
stock issued and outstanding.
Common Stock
Each
share of Common Stock has the same relative rights and is identical
in all respects with every other share of Common Stock. Each holder
of Common Stock is entitled to one vote for each share held of
record on all matters submitted to a vote of holders of Common
Stock and is not permitted to cumulate votes in the election of our
directors. Holders of our Common Stock have no redemption,
conversion or preemptive rights to purchase or subscribe for our
securities. Subject to preferences that may be applicable to any
then outstanding preferred stock, the holders of our outstanding
shares of common stock are entitled to receive dividends, if any,
as may be declared from time to time by our board of directors out
of legally available funds. We have never declared or paid cash
dividends on our capital stock and do not plan to pay any cash
dividends in the foreseeable future. We currently anticipate that
we will retain all available funds for use in the operation and
expansion of our business. In addition, pursuant to the Silicon
Valley Bank Loan and Security Agreement, we cannot pay any
dividends without Silicon Valley Bank’s prior written
consent.
Shares
of our Common Stock are traded over-the-counter and sales are
reported on the OTCQB under the symbol
“MINM.”
Preferred Stock
Our Charter authorizes
the issuance of 2,000,000 shares of preferred stock, $0.001 par
value per share. No shares of preferred stock are outstanding. The
Board of Directors is empowered, without stockholder approval, to
designate and issue additional series of preferred stock with
dividend, liquidation, conversion, voting or other rights,
including the right to issue convertible securities with no
limitations on conversion, which could adversely affect the voting
power or other rights of the holders of our Common Stock,
substantially dilute a Common Stockholder’s interest and
depress the price of our Common Stock.
Certain Governance Arrangements
As
of October 9, 2020, the Company entered into a Standstill and
Voting Agreement (the “Standstill Agreement”) with Zulu
Holdings LLC (“Zulu”) and Jeremy Hitchcock. Pursuant to
the terms of the Standstill Agreement, each of Zulu, Mr. Hitchcock
and their controlled affiliates (the “Restricted
Parties”) have agreed not to effect any (a) transaction
involving the Company and any Restricted Party, in which any
Restricted Party would have a material interest different from
stockholders of the Company generally, (b) purchase of more than
10% of the then total number of shares of outstanding Common Stock,
and (c) sale, transfer or other disposition of Common Stock to a
third party that would result in such third party beneficially
owning more than 20.0% of the Company’s outstanding common
stock immediately after giving effect to such transaction. The
duration of the “Standstill Period” lasts through the
earlier of: (i) such time as the Restricted Parties beneficially
own less than 45.0% of the outstanding Common Stock of the Company,
and (ii) the third anniversary of the date of the Standstill
Agreement.
LEGAL MATTERS
The
validity of the securities offered by this prospectus has been
passed upon for us by Nixon Peabody LLP.
EXPERTS
The
consolidated balance sheets as of December 31, 2020 and December
31, 2019, and for each of the two years in the period ended
December 31, 2020 incorporated by reference into this Registration
Statement, have been audited by Marcum LLP, an independent
registered public accounting firm, as set forth in their report
thereon and included in this Registration Statement in reliance
upon such report given on the authority of such firm as experts in
accounting and auditing.
|
|
6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13. Other
Expenses of Issuance and Distribution
The
following table lists the costs and expenses payable by Minim,
Inc., formerly known as Zoom Telephonics, Inc. (the
“Company” or the “Registrant”), in
connection with the offering of securities covered by this
prospectus, other than any sales commissions or discounts. All
amounts shown are estimates except for the Securities and Exchange
Commission (“SEC”) registration fee, and all of the
fees and expenses will be borne by the Company.
|
SEC
Registration Fee
|
$
|
3,481
|
|
Legal
Fees and Expenses
|
$
|
35,000
|
|
Accounting
Fees and Expenses
|
$
|
25,000
|
|
Miscellaneous
Costs
|
$
|
1,000
|
|
Total
|
$
|
64,481
|
Item
14. Indemnification
of Directors and Officers
The
Company’s Amended and Restated Certificate of Incorporation,
as amended (the “Charter”) and the Amended and Restated
Bylaws, as amended (the “Bylaws”) authorize it to
indemnify directors, officers, employees and agents of the Company
against expenses (including attorneys' fees), liabilities and other
matters incurred in connection with any action, suit or proceeding,
to the fullest extent permitted by Section 145 of Delaware General
Corporation Law. In addition, the Company’s Charter provides
that its directors shall not be personally liable to the Company or
its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing,
a director shall be liable to the extent provided by applicable law
(i) for breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an
improper personal benefit.
The
Company may also advance all reasonable expenses which were
incurred by or on behalf of a present director or officer in
connection with any proceeding to the fullest extent permitted by
applicable law.
The
Bylaws also permit the Company to enter into indemnity agreements
with individual directors, officers, employees, and other agents.
Any such agreements, together with the Charter and the Bylaws, may
require the Company, among other things, to indemnify directors or
officers against certain liabilities that may arise by reason of
their status or service as directors or officers (other than
liabilities resulting from willful misconduct of a culpable
nature), to advance expenses to them as they are incurred, and to
obtain and maintain directors' and officers' insurance if available
on reasonable terms.
The
Company maintains director and officer liability insurance policies
providing for the insurance on behalf of any person who is or was a
director or officer of the Company or a subsidiary for any claim
made during the policy period against the person in any such
capacity or arising out of the person’s status as
such.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors and officers
and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
Item
15. Recent
Sales of Unregistered Securities
During
the past three years, the Company has issued the following
securities without registration under the Securities Act pursuant
to the exemptions from registration provided by Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D promulgated
thereunder, in each case in reliance upon the representations
received from the purchasers of those securities.
On
November 12, 2020, the Company entered into an Agreement and Plan
of Merger, pursuant to which the Company exchanged 0.80106
newly-issued shares of Common Stock for each issued and outstanding
share of common stock and preferred stock of Zoom Connectivity,
Inc., formerly known as Minim Inc. The merger closed on December 4,
2020, and the Company issued an aggregate of 10,784,534 shares of
Common Stock, at a price of $2.3498 per share, an implied valuation
of approximately $30 million.
On May
26, 2020, the Company entered into a Stock Purchase Agreement with
certain accredited investors, including certain members of
management and the Board of Directors, in a private placement,
pursuant to which the Company sold an aggregate of 2,237,103 shares
of Common Stock at a purchase price of $1.52 per share. The private
placement closed on May 27, 2020, and the gross proceeds to the
Company at the closing were approximately $3.4
million.
On May
3, 2019, the Company entered into a Stock Purchase Agreement with
certain accredited investors, including members of management and
the Board of Directors, in a private placement, pursuant to which
the Company sold an aggregate of 4,545,455 shares of Common Stock
at a purchase price of $1.10 per share. The gross proceeds to the
Company at the closing of the private placement were approximately
$5.0 million.
7
Item
16. Exhibits
and Financial Statement Schedules
(a)
Exhibits
|
Exhibit No.
|
|
Exhibit Description
|
|
|
Separation
and Distribution Agreement by and between Zoom Technologies, Inc.
and Minim, Inc., formerly known as Zoom Telephonics, Inc. (the
“Company”) (incorporated by reference to Annex B of the
Preliminary Proxy Statement filed by Zoom Technologies, Inc. on May
13, 2009).*
|
|
|
|
Agreement
and Plan of Merger, dated as of November 12, 2020, by and among the
Company, Elm Acquisition Sub, Inc., Zoom Connectivity, Inc.,
formerly known as Minim Inc. (“Zoom Connectivity”) and
the Representative named therein (incorporated by the reference to
Exhibit 10.1 to the Form 8-K filed by the Company on November 13,
2020).*
|
|
|
|
Amended
and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company’s
Registration Statement on Form 10, filed on September 4,
2009).*
|
|
|
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of the Company (incorporated by the reference to Exhibit 3.1 to the
Form 8-K filed by the Company on November 18, 2015).*
|
|
|
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of the Company (incorporated by the reference to Exhibit 3.1 to the
Form 8-K filed by the Company on July 30, 2019).*
|
|
|
|
Certificate
of Designation of Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3.2 to the Form 8-K filed by
the Company on November 18, 2015).*
|
|
|
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of the Company (incorporated by the reference to Exhibit 3.1 to the
Form 8-K filed by the Company on June 4, 2021).*
|
|
|
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of the Company (incorporated by the reference to Exhibit 3.2 to the
Form 8-K filed by the Company on June 4, 2021).*
|
|
|
3.7**
|
|
Amended
and Restated Bylaws of the Company.
|
|
4.1**
|
|
Description
of Securities.
|
|
5.1**
|
|
Opinion
of Nixon Peabody LLP.
|
|
|
Minim,
Inc. 2009 Stock Option Plan (incorporated by reference to Appendix
B to the Definitive Proxy Statement filed by the Company on April
30, 2013).*
|
|
|
|
Minim,
Inc. 2009 Directors Stock Option Plan (incorporated by reference to
Appendix C to the Definitive Proxy Statement filed by the Company
on April 30, 2013).*
|
|
|
|
Minim,
Inc. 2019 Stock Option Plan (incorporated by reference to Appendix
D to the Definitive Proxy Statement filed by the Company on May 28,
2019).*
|
|
|
|
Minim,
Inc. 2019 Directors Stock Option Plan (incorporated by reference to
Appendix C to the Definitive Proxy Statement filed by the Company
on May 28, 2019).*
|
|
|
|
Financing
Agreement, dated December 18, 2012, between the Company and
Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on December 21,
2012).*
|
|
|
|
Intellectual
Property Security Agreement, dated December 18, 2012, between the
Company and Rosenthal & Rosenthal, Inc. (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed by the Company on
December 21, 2012).*
|
|
|
|
Amendment
dated March 25, 2014, effective January 1, 2013 to Financing
Agreement, dated December 18, 2012, between the Company and
Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on November 3,
2015).*
|
|
|
|
Amendment
dated October 29, 2015, effective January 1, 2013, to Financing
Agreement, dated December 18, 2012, between the Company
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on November 3,
2015).*
|
|
|
|
Amendment
dated July 19, 2016 to Financing Agreement, dated December 18,
2012, between the Company
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on July 25,
2016).*
|
|
|
|
Amendment
dated September 1, 2016 to Financing Agreement, dated December 18,
2012, between the Company
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on September 8,
2016).*
|
|
|
|
Amendment
dated November 2, 2018 to Financing Agreement, dated December 18,
2012, between the Company
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.19 to the Registration Statement on Form S-1 filed by
the Company on June 7, 2019).*
|
|
|
|
Amendment
dated April 13, 2020 to Financing Agreement, dated December 18,
2012, between the Company
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.2 to the Form 10-Q filed by the Company on May 15,
2020).*
|
|
|
|
Amendment
to Financing Agreement, dated February 4, 2021, by and between
the
Company and Rosenthal & Rosenthal, Inc. (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by the Company on
February 8, 2021).*
|
|
|
|
License
Agreement, dated May 13, 2015, between the Company
and Motorola Mobility LLC (incorporated by reference to Exhibit
10.3 to the Form 10-Q/A filed by the Company on December 6,
2016).*
|
|
|
|
Amendment
to License Agreement, dated August 16, 2016, between the Company
and Motorola Mobility LLC (incorporated by reference to Exhibit
10.4 to the Form 10-Q/A filed by the Company on December 6,
2016).*
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|
|
|
Amendment
to License Agreement, dated August 21, 2017, between the Company
and Motorola Mobility LLC (incorporated by reference to Exhibit
10.1 to the Form 10-Q filed by the Company on November 9,
2017).*
|
|
|
|
Employment
Agreement between the Company
and Joseph Wytanis (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by the Company on October 18,
2018).*
|
|
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|
Separation
Agreement, dated as of May 15, 2020, by and between the Company
and Joseph L. Wytanis (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by the Company on May 21, 2020)*
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|
|
|
Stock
Purchase Agreement, dated as of May 3, 2019, between the Company
and the Investors listed therein (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on May 6,
2019).*
|
|
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|
Stock
Purchase Agreement, dated as of May 26, 2020, between the Company
and the Investors listed therein (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on May 27,
2020).*
|
|
|
|
Employment
Agreement between the Company
and Jacquelyn Barry Hamilton (incorporated by reference to Exhibit
10.1 to the Form 8-K filed by the Company on March 9,
2020).*
|
|
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|
Transition
and Separation Agreement, dated as of December 31, 2020, by and
between the Company
and Jacquelyn Barry Hamilton (incorporated by reference to Exhibit
10.1 to the Form 8-K filed by the Company on December 31,
2020).*
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|
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|
License
Agreement, dated March 27, 2020, between the Company,
MTRLC LLC and Motorola Mobility LLC (incorporated by reference to
Exhibit 10.19 to the Form 10-K/A filed by the Company on April 29,
2020).*
|
|
|
|
Amendment
to License Agreement, dated March 27, 2020, between the Company
and Motorola Mobility LLC (incorporated by reference to Exhibit
10.19 to the Form 10-K/A filed by the Company on April 29,
2020).*
|
|
|
|
Standstill
and Voting Agreement, dated as of October 9, 2020, by and among
the
Company , Zulu Holdings LLC and Jeremy P. Hitchcock
(incorporated by reference to Exhibit 99.1 to the Form 8-K filed by
the Company on October 13, 2020).*
|
|
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|
Loan
and Security Agreement, dated March 12, 2021, by and between
the
Company and Silicon Valley Bank (incorporated by reference
to Exhibit 10.1 to the Form 8-K filed by the Company on March 15,
2021).*
|
|
|
|
Assignment
and Amendment of Employment Agreement dated December 4, 2020 among
Graham Chynoweth, the Company and Zoom
Connectivity (incorporated by reference to Exhibit 10.27 to
the Form 10-K/A filed by the Company on April 30,
2021).*
|
|
|
|
Employment
Agreement dated as of May 22, 2019 between Zoom Connectivity and
Graham Chynoweth (incorporated by reference to Exhibit 10.28 to the
Form 10-K/A filed by the Company on April 30, 2021).*
|
|
|
|
Employment
Agreement dated as of December 4, 2020 between the Company and Sean
Doherty (incorporated by reference to Exhibit 10.29 to the Form
10-K/A filed by the Company on April 30, 2021).*
|
|
|
|
Employment
Agreement dated as of December 4, 2020 between the Company and
Nicole Zheng (incorporated by reference to Exhibit 10.30 to the
Form 10-K/A filed by the Company on April 30, 2021).*
|
|
|
|
Employment
Agreement dated as of November 1, 2019 between the Company and John
Lauten (incorporated by reference to Exhibit 10.30 to the Form
10-K/A filed by the Company on April 30, 2021).*
|
|
|
21.1**
|
|
Subsidiaries.
|
|
23.1**
|
|
Consent
of Marcum LLP.
|
|
23.2**
|
|
Consent
of Nixon Peabody LLP (included in Exhibit 5.1).
|
|
24.1**
|
|
Powers
of Attorney (included on the signature pages of this Registration
Statement).
|
|
|
*
|
In accordance with Rule 12b-32 under the Securities Exchange Act of
1934, as amended, reference is made to the documents previously
filed with the Securities and Exchange Commission, which documents
are hereby incorporated by reference.
|
|
|
|
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|
**
|
Filed herewith.
|
|
|
|
|
|
|
+
|
Compensation Plan or Arrangement.
|
|
|
|
|
|
|
†
|
Confidential portions of this exhibit have been redacted and filed
separately with the SEC pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.
|
|
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††
|
Certain confidential portions of this exhibit
were omitted because the identified confidential portions
(i) are not material and (ii) would be competitively harmful if
publicly disclosed.
|
(b)
Financial Statement Schedule
No
financial statement schedules are provided because the information
either is not required or is shown in the financial statements or
notes thereto incorporated by reference herein.
|
|
8
Item
17. Undertakings
The undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)
To
reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective Registration Statement;
(iii)
To
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that
paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the Registration
Statement.
(2)
That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability
under the Securities Act to any purchaser, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the
Registration Statement as of the date it is first used after
effectiveness. Provided, however,
that no statement made in a
registration statement or prospectus that is part of the
Registration Statement or made in a document incorporated or deemed
incorporated by reference into the Registration Statement or
prospectus that is part of the Registration Statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the Registration
Statement or prospectus that was part of the Registration Statement
or made in any such document immediately prior to such date of
first use.
(5)
That,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(6)
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
9
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of
Manchester, State of New Hampshire, on June 9, 2021.
|
|
MINIM, INC.
(Registrant)
|
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By:
|
/s/ Sean
Doherty
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Sean
Doherty
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Chief Financial Officer |
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KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Graham Chynoweth and Sean
Doherty and each of them, as true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him or
her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including any
post-effective amendments and supplements, to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing required or necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that such attorney-in-fact and agent, or his or
her substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
|
Signature
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Title
|
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Date
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/s/ Graham
Chynoweth
|
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Chief Executive Officer
and Director
|
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June 9, 2021
|
|
Graham
Chynoweth
|
|
(Principal Executive
Officer)
|
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|
|
/s/ Sean
Doherty
|
|
Chief Financial
Officer
|
|
June 9, 2021
|
|
Sean Doherty
|
|
(Principal Financial Officer
and Principal Accounting Officer)
|
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/s/ Jeremy
Hitchcock
|
|
Executive Chairman of the Board |
|
|
| Jeremy Hitchcock |
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|
June 9,
2021
|
|
|
|
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|
|
/s/ David
Aronoff
|
|
Director
|
|
|
| David Aronoff |
|
|
|
June 9,
2021
|
|
|
|
|
|
|
|
/s/ Dan
Artusi
|
|
Director
|
|
|
| Dan Artusi |
|
|
|
June 9,
2021
|
|
|
|
|
|
|
|
/s/ Philip
Frank
|
|
Director
|
|
|
| Philip Frank |
|
|
|
June 9,
2021
|
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|
|
/s/ Elizabeth
Hitchcock
|
|
Director
|
|
June 9,
2021
|
| Elizabeth Hitchcock |
|
|
|
|
|
/s/ Josh
Horowitz
|
|
Director
|
|
June 9,
2021
|
|
Josh
Horowitz
|
|
|
|
|
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|
|
/s/ Sandra
Howe
|
|
Director
|
|
|
| Sandra Howe |
|
|
|
June 9,
2021
|
10