Minim, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Minim Inc. just signed a big deal, details TBD.

AI Summary

On March 12, 2024, Minim, Inc. entered into a material definitive agreement. The company, formerly known as Zoom Telephonics, Inc., filed an 8-K report detailing this agreement. The filing does not specify the nature or financial terms of the agreement.

Why It Matters

This filing indicates a significant new contract or partnership for Minim, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement's terms and financial implications introduces uncertainty.

Key Players & Entities

• MINIM, INC. (company) — Registrant
• Zoom Telephonics, Inc. (company) — Former company name
• March 12, 2024 (date) — Date of earliest event reported
• 848 Elm Street, Manchester, NH 03101 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 per share MINM The Nasdaq Capital M

Filing Documents

• miniminc_8k.htm (8-K) — 60KB
• miniminc_ex2-1.htm (EX-2.1) — 377KB
• miniminc_ex2-2.htm (EX-2.2) — 49KB
• miniminc_ex2-3.htm (EX-2.3) — 80KB
• 0001829126-24-001674.txt ( ) — 852KB
• minm-20240312.xsd (EX-101.SCH) — 3KB
• minm-20240312_lab.xml (EX-101.LAB) — 33KB
• minm-20240312_pre.xml (EX-101.PRE) — 22KB
• miniminc_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On March 12, 2024, Minim, Inc., a Delaware corporation (the "Company"), and its wholly owned subsidiary, MME Sub 1 LLC, a Florida limited liability company ("Merger Sub"), entered into an Agreement and Plan of Merger ("Merger Agreement") with e2Companies LLC, a Florida limited liability company ("e2Companies"). Pursuant to the Merger Agreement, Merger Sub will merge with and into e2Companies, with e2Companies remaining as the surviving entity (the "Merger"). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), holders of the outstanding common units of e2Companies ("e2 Shares") will receive such number of shares of common stock, par value $0.01 per share, of the Company ("Company Shares") representing 97% of the issued and outstanding Company Shares (on a fully-diluted basis). Pursuant to the terms of the Merger Agreement, the Company has agreed to appoint upon the Effective Time, two individuals selected by the Company to the Company's board of directors. The Merger Agreement contains representations and warranties, closing deliveries and indemnification provisions customary for a transaction of this nature. The closing of the Merger is conditioned upon, among other things, (i) the Company Shares to be issued in the Merger ("Merger Consideration") being approved for listing on the Nasdaq Capital Market ("Nasdaq"), (ii) the effectiveness of a registration statement on Form S-4 registering the Merger Consideration; (iii) any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will have expired or been terminated; and (iv) the consent or approval of the Company's stockholders, as applicable, of (a) the Merger, (b) the issuance of the Merger Consideration, and (c) an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to

01

Item 9.01 Financial (d) Exhibits Exhibit No. Description 2.1+ Agreement and Plan of Merger among Minim, Inc, MME Sub 1 LLC, and e2Companies LLC, dated March 12, 2024. 2.2 Form of Lock-Up Agreement, by and among Minim, Inc, e2Companies LLC and certain interest holders of e2Companies LLC. 2.3 Form of Support Agreement, by and among Minim, Inc, e2Companies LLC and certain stockholders of Minim, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + The schedules and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MINIM, INC. Date: March 18, 2024 By: /s/ David Lazar David Lazar Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR