SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 22)*

Minim, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60365W102

(CUSIP Number)

Megan Ward
Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101
(603) 943-0020

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 6, 2023

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

CUSIP No. 60365W102

1	NAMES OF REPORTING PERSONS Jeremy P. Hitchcock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,447,8671
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,447,8671
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,447,8671
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

¹ The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol, LLC.

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SCHEDULE 13D

CUSIP No. 60365W102

1	NAMES OF REPORTING PERSONS Elizabeth Cash Hitchcock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,447,8672
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,447,8672
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,447,8672
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

² The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol, LLC.

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SCHEDULE 13D

CUSIP No. 60365W102

1	NAMES OF REPORTING PERSONS Orbit Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,362,1903
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,362,1903
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,362,1903
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

³ Represents 627,847 shares owned by Orbit Group LLC and 734,343 shares owned by Slingshot Capital, LLC. The Reporting Person disclaims beneficial ownership of the shares held by Slingshot Capital, LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose. The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol, LLC.

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SCHEDULE 13D

CUSIP No. 60365W102

1	NAMES OF REPORTING PERSONS Hitchcock Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 627,8474
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 627,8474
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,8474
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

⁴ Represents 132,677 shares owned by Hitchcock Capital Partners, LLC and 495,170 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Zulu Holdings LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose. The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol, LLC.

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SCHEDULE 13D

CUSIP No. 60365W102

1	NAMES OF REPORTING PERSONS Zulu Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 627,8475
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 627,8475
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,8475
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

⁵ Represents 132,677 shares owned by Hitchcock Capital Partners, LLC and 495,170 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Hitchcock Capital Partners, LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose. The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023 included in the Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol, LLC.

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SCHEDULE 13D

CUSIP No. 60365W102

1	NAMES OF REPORTING PERSONS Slingshot Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 734,3436
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 734,3436
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 734,3436
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

⁶ The shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. The percentage represented in Row 13 is based off of the Issuer’s shares outstanding as of March 29, 2023, included in the Issuer’s most recent periodic report, which is its Form 10-K filed on March 31, 2023, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol, LLC.

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Amendment No. 22 to Schedule 13D

This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu Holdings LLC (“Zulu”), Slingshot Capital, LLC (“Slingshot”) and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu and Slingshot.

This Amendment further amends the Schedule 13D filed on May 3, 2019, and Amendments 1 through 21 that have been filed with respect thereto (collectively, the “Schedule 13D”).

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended hereby.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 3:

All of the shares of Common Stock acquired by Slingshot Capital, LLC to which this Statement relates were acquired by the Reporting Person using working capital.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 4:

On December 6, 2023, Slingshot Capital, LLC, an affiliate of Jeremy Hitchcock and Elizabeth Hitchcock, entered into a Debt Conversion Agreement (the “Agreement”) with the Issuer relating to the Bridge Loan Agreement (the “Loan Agreement”) dated as of November 30, 2022. Pursuant to the Agreement, all the Issuer’s obligations under the Loan Agreement (inclusive of all accrued and unpaid interest in the amount of $1,125,777.78 (the “Debt Obligations”)) were converted into 743,343 shares of common stock of the Issuer (the “Shares”) in full and complete satisfaction of all such Debt Obligations. As a result, of December 6, 2023, the Loan Agreement and each of the other Loan Documents were irrevocably extinguished and terminated in all respects and of no further force or effect.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented by the addition of the following:

(a) As of the date hereof:

(1) Jeremy P. Hitchcock beneficially owns 1,447,867 shares of Common Stock, representing 55.2% of the Issuer’s Common Stock based on 2,621,878 shares of Common Stock outstanding as of March 29, 2023, as reported in the Form 10-K filed with the SEC, plus the 734,743 shares of Common Stock acquired by Slingshot Capitol, LLC. The Shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023.

(2) Elizabeth Cash Hitchcock beneficially owns 1,447,867 shares of Common Stock, representing 55.2% of the Issuer’s Common Stock based on 2,621,878 shares of Common Stock outstanding as of March 29, 2023, as reported in the Form 10-K filed with the SEC, plus the 734,743 shares of Common Stock acquired by Slingshot Capital, LLC. The Shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023.

(3) Orbit Group LLC beneficially owns 1,362,190 shares of Common Stock, representing 51.9% of the Issuer’s Common Stock based on 2,621,878 shares of Common Stock outstanding as of March 29, 2023, as reported in the Form 10-K filed with the SEC, plus the 734,743 shares of Common Stock acquired by Slingshot Capital, LLC. The Shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023. Of the 1,362,190 shares beneficially owned 734,343 shares of Common Stock are owned by Slingshot Capital, LLC.

(4) Slingshot Capital, LLC beneficially owns 734,343 shares of Common Stock, representing 28% of the Issuer’s Common Stock based on 2,621,878 shares of Common Stock outstanding as of March 29, 2023, as reported in the Form 10-K filed with the SEC, plus the 734,743 shares of Common Stock acquired by Slingshot Capital, LLC. The Shares reported in this Amendment have been split adjusted to reflect the reverse stock split of the Issuer’s shares of common stock at a ratio of 1-for-25, which became effective on April 17, 2023.

(c) The information set forth in Item 4 is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1	Joint Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC, Zulu Holdings LLC and Slingshot Capital, LLC dated as of December 8, 2023.
Exhibit 99.2	Debt Conversion Agreement, dated as of December 6, 2023, by and among Minim, Inc. and Slingshot Capital, LLC.

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Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 8, 2023	/s/ Jeremy P. Hitchcock
	Jeremy P. Hitchcock
	/s/ Elizabeth Cash Hitchcock
	Elizabeth Cash Hitchcock

Orbit Group LLC
By:	/s/ Jeremy P. Hitchcock
Name:	Jeremy P. Hitchcock
Title:	Manager

Hitchcock Capital Partners, LLC
By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
	Name:	Jeremy P. Hitchcock
	Title:	Manager

Zulu Holdings LLC
By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
	Name:	Jeremy P. Hitchcock
	Title:	Manager
Slingshot Capital, LLC
By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
	Name:	Jeremy P. Hitchcock
	Title:	Manager

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EX-99.1

Exhibit 99.1

Joint Filing Agreement

 In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Zoom Telephonics, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.

Dated as of December 8, 2023

/s/ Jeremy P. Hitchcock

Jeremy P. Hitchcock

/s/ Elizabeth Cash Hitchcock

Elizabeth Cash Hitchcock

Orbit Group LLC
By:	/s/ Jeremy P. Hitchcock
Name:	Jeremy P. Hitchcock
Title:	Manager

Hitchcock Capital Partners, LLC
By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
	Name:	Jeremy P. Hitchcock
	Title:	Manager

Zulu Holdings LLC
By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
	Name:	Jeremy P. Hitchcock
	Title:	Manager
Slingshot Capital, LLC
By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
	Name:	Jeremy P. Hitchcock

EX-99.2

Exhibit 99.2

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (this “Agreement”) is made and entered as of December 6, 2023 by and between Slingshot Capital, LLC, a Delaware limited liability company (the “Lender”), and Minim, Inc., a Delaware corporation (“Minim”). Capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Loan Agreement (as defined below).

WHEREAS, Minim, Cadance Connectivity, Inc., a Delaware corporation (“Cadence” and together with Minim, the “Borrowers”), and the Lender are parties to that certain Bridge Loan Agreement dated as of November 30, 2022 (the “Loan Agreement”);

WHEREAS, pursuant to the Loan Agreement and the other Loan Documents, the Lender has made various Loans to the Borrowers;

WHEREAS, Cadence was dissolved pursuant to a Certificate of Dissolution filed with the Secretary of State of the State of Delaware on November 9, 2023 (the “Dissolution”);

WHEREAS, due to the Dissolution, Minim is the sole Borrower under the Loan Agreement;

WHEREAS, the aggregate Obligations of Minim with respect to such Loans as of the date hereof are set forth on Exhibit A attached hereto; and

WHEREAS, the parties desire to convert all such Obligations (inclusive of all accrued and unpaid interest thereon as set forth under the heading “Total Outstanding Obligations” on Exhibit A) into shares of common stock of Minim (the “Minim Shares”), all on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Conversion of Indebtedness. Effective as of the date hereof, all Obligations of Minim due and owing to the Lender in respect of the Loan Agreement (inclusive of all accrued and unpaid interest thereon as set forth under the heading “Total Outstanding Obligations” on Exhibit A) (the “Debt Obligations”) are hereby converted into 734,343 of Minim Shares (the “Conversion”) and the Lender hereby accepts such Minim Shares in full and complete satisfaction of all such Debt Obligations.

2. Termination of Debt Obligations; Release of Security Interests.

(a) The Lender hereby releases and discharges Minim and its successors in interest, predecessors in interest, parents, subsidiaries, and the officers, directors, equityholders, partners, employees and agents of any and all of them from any and all obligations to repay the Debt Obligations. As of the date hereof, the Loan Agreement and each of the other Loan Documents are hereby irrevocably extinguished and terminated in all respects and are of no further force or effect.

(b) As of the date hereof all security interests and other liens granted to or held by the Lender in any assets and property of Minim as security for the Debt Obligations, are hereby irrevocably forever satisfied, terminated, released and discharged. Minim and its attorneys are each hereby authorized to file any UCC-3 termination statements and patent or trademark releases that such Person may reasonably deem necessary or desirable in connection with the termination of the security interests and liens set forth in this Section 2(b). Furthermore, all agreements in favor of the Lender with any of Minim’s landlords, processors or warehousemen shall automatically terminate as of the date hereof, notwithstanding any provision to the contrary in such agreements, and the Lender shall execute any separate agreements as reasonably requested by Minim to further confirm such termination.

(c) The Lender will promptly deliver (or cause to be delivered) to Minim (or its attorneys), for cancellation, the originals of all debentures and guaranties which evidence or otherwise relate to the Debt Obligations and which are in the possession or control of the Lender.

3. Further Assurances. At the request of Minim, the Lender will execute and deliver such additional instruments and other writings, and take such other action, as such requesting Person may reasonably request to effect or evidence the satisfaction of the Debt Obligations, the termination of the effectiveness of the Loan Documents or any instruments executed pursuant thereto, or the release of any liens or security interests in favor of the Lender (as described in Section 2(b) above).

4. Release of Claims.

(a) Effective as of the date hereof, the Lender, on behalf of itself and its Affiliates, successors and assigns, hereby unconditionally and irrevocably and forever releases and discharges Minim, its Affiliates, successors and assigns, and any of their respective present or former equityholders, directors, managers, officers, employees or agents (collectively, the “Minim Released Parties”), of and from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings, covenants, liabilities, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that the Lender or any of its Affiliates ever had, or as of the date hereof has against any Minim Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the date hereof to the extent relating to the Debt Obligations or arising under the Loan Documents (the “Lender Released Claims”); provided that nothing in this Section 4(a) will operate to release any liability or obligation of any Minim Released Party from, and the Lender Released Claims shall not include any liability, obligation or claims arising out of or under this Agreement.

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(b) Effective as of the date hereof, Minim, on behalf of itself and its Affiliates, successors and assigns, hereby unconditionally and irrevocably and forever releases and discharges the Lender, its Affiliates, successors and assigns, and any of its present or former equityholders, directors, managers, officers, employees or agents (collectively, the “Lender Released Parties”), of and from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings, covenants, liabilities, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that Minim or any of its Affiliates ever had, or as of the date hereof has against any Lender Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the date hereof to the extent relating to the Debt Obligations or arising under the Loan Documents (the “Minim Released Claims”); provided that nothing in this Section 4(b) will operate to release any liability or obligation of any Lender Released Party from, and the Minim Released Claims shall not include any liability, obligation or claims arising out of or under this Agreement.

5. Miscellaneous.

(a) Governing Law. This Agreement will be governed by the laws of the State of Delaware, without reference to Delaware’s conflicts-of-law rules and provisions.

(b) Counterparts; Electronic Transmission. This Agreement may be executed in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page to this Amendment by facsimile or other electronic transmission (including in PDF or DocuSigh format) will be effective as delivery of a manually executed counterpart to this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Debt Conversion Agreement has been executed by the parties as of the date first above written.

SLINGSHOT CAPITAL, LLC
By:	/s/ Megan Ward
Name:	Megan Ward
Title:	Manager
MINIM, INC.
By:	/s/ Jeremy Hitchcock
Name:	Jeremy Hitchcock
Title:	Chairman of the Board of Directors

[Signature Page to Debt Conversion Agreement]

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EXHIBIT A

Loan Obligations

Outstanding Principal	Outstanding Interest	Total Outstanding Obligations
$1,000,000	$125,777.78	$1,125,777.78

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