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): August 11, 2021

 

MINIM, INC.  

 

(Exact Name Of Registrant As Specified In Its Charter)

 

Delaware

 

(State or Other Jurisdiction of Incorporation)

 

001-37649   04-2621506

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

848 Elm Street, Manchester, NH   03101
(Address of Principal Executive Offices)   (Zip Code)

 

(833) 966-4646

 

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value per share   MINM   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The disclosures provided in Item 2.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 1.01.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On August 11, 2021, Minim, Inc. (the “Company”) entered into an agreement with Zoom Video Communications, Inc. (“Zoom Video”) to sell, and sold, all of the Company’s right, title and interest in the ZOOM® trademark for cash consideration in the amount of $4 million (the “Disposition”).

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 16, 2021, the Company issued a press release announcing its financial results for the quarter ended June 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of the Company’s under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

 

Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro forma financial information.

 

The unaudited pro forma consolidated financial information of the Company, giving effect to the Disposition, and the related notes, required by Rule 8-05 of Regulation S-X are incorporated by reference as Exhibit 99.2 hereto.

 

(d) Exhibits.

 

Exhibit Number   Title
10.1   Trademark Acquisition Agreement, dated as of August 11, 2021, by and between Minim, Inc. and Zoom Video Communications, Inc.†
99.1   Press release of Minim, Inc., dated August 16, 2021, announcing its financial results for the quarter ended June 30, 2021.
99.2   The unaudited pro forma consolidated financial statements.

 

† The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

 

 

 

 

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.

 

Dated: August 16, 2021 MINIM, INC.
       
    By: /s/ Sean Doherty
    Name: Sean Doherty
    Title: Chief Financial Officer

 

 

 

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