UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a material definitive agreement.
On December 6, 2023, Minim, Inc. (the “Company”) and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Debt Conversion Agreement (“Conversion Agreement”) pursuant to which the Company agreed to issue 734,343 shares of the Company’s common stock (based on $1.533 per share) (the “Shares”) in exchange for the cancellation of a total principal amount of $1,000,000 (“Principal Amount”) outstanding under the Bridge Loan Agreement and Bridge Term Note (collectively, the “Loan Agreements”), with Slingshot Capital, plus $125,778 in accrued and unpaid interest on such Principal Amount as of December 6, 2023. The price per share used in the exchanged was determined by the weighted average price per share and trade volume on September 13, 2023 and November 28, 2023.
Slingshot Capital is owned by the Company’s Executive Chairperson of the Board and a former Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively, (together, the “Affiliates”). Prior to such conversion, the Affiliates controlled approximately 38% of the voting interest of the Company. Following such conversion, the Affiliates control approximately 55% of the voting interest of the Company.
The foregoing description of the terms of the Conversion Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the respective agreement, a copy of which is filed hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Title | |
| 99.1 | Debt Conversion Agreement, dated as of December 6, 2023, by and among Minim, Inc. and Slingshot Capital, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 13, 2023 | MINIM, INC. | |
| By: | /s/ Jeremy Hitchcock | |
| Name: | Jeremy Hitchcock | |
| Title: | Executive Chairman of the Company | |