UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
The |
Indicate by check mark whether the registrant is an emerging growth company as defined 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 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 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
As previously anounced by Minim, Inc., a Delaware corporation (the “Company”) on Current Report on Form 8-k dated May 7, 2024, on May 3, 2024, the Company dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm, and engaged Beckles & Co. (“Beckles”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and the upcoming interim periods. This change was made due to the fact that BF Borgers was recently sanctioned by the Securities and Exchange Commission (the “Commission”), and as a result BF Borgers is not currently permitted to appear or practice before the Commission.
BF Borgers was also the independent registered public accounting firm for e2Companies LLC, a Florida limited liability company (“e2Companies”), with whom the Company, together with its wholly owned subsidiary, MME Sub 1 LLC, a Florida limited liability company (“Merger Sub”), had entered into an Agreement and Plan of Merger on March 12, 2024, , whereby e2Companies would merge with and into Merger Sub, with e2Companies being the surviving entity (the “Merger”), and as previously disclosed by the Company on Current Report on Form 8-K dated March 18, 2024. Therefore, e2Companies also has to engage a new independent public accountant to re-audit financial statements (previously audited by BF Borgers) required to be included in a Registration Statement. These events have significantly delayed the Company’s and e2Conpanies’ ability to complete and file a Registration Statement and Proxy Statement in connection with the Merger within the prescribed time period set forth in the Merger agreement.
In light of the above noted events, on June 17, 2024, the Company and Merger Sub entered into a First Amendment to the Agreement and Plan of Merger (“Amendment”) with e2Companies Pursuant to the Amendment, e2Companies and the Company have mutually agreed to terminate the “no-shop” provisions in the Agreement and Plan of Merger, and to grant the Company permission to seek alternate business combination candidates, while solely requiring that the Company provide two (2) Business Days’ prior written notice advising e2Companies that it intends to effect such alternate business combination and allow for additional negotiation with e2Companies to enable the parties to determine whether to propose revisions to the terms of the Agreement and Plan of Merger.
The foregoing description of the Amendment is not complete and is qualified in all respects to the Amendment, which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | |
2.1 | First Amendment to the Agreement and Plan of Merger among Minim, Inc, MME Sub 1 LLC, and e2Companies LLC, dated June 17, 2024 |
1
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: June 21, 2024 | By: | /s/ David Lazar |
David Lazar | ||
Chief Executive Officer |
2
EXHIBIT 2.1
Execution Version
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment (this “First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of June 17, 2024, by and among MINIM, Inc. a Delaware corporation (“Parent”), MME Sub 1 LLC, a Florida limited liability company (“Merger Sub”), and E2COMPANIES LLC, a Florida limited liability Company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
WHEREAS, Parent, Merger Sub, and the Company have entered into that certain Agreement and Plan of Merger, dated as of March 12, 2024 (the “Merger Agreement”).
WHEREAS, the Parties desire to amend the terms and conditions of the Merger Agreement to, among other things allow the parties to solicit Acquisition Proposals.
NOW, THEREFORE, for and in consideration of the mutual covenants contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party hereto, the Parties agree as follows:
1. | Amendment to Merger Agreement. The Merger Agreement is hereby amended as follows: |
a. | Section 5.02(b) is deleted in its entirety and replaced with the following: |
“(b) Notwithstanding anything to the contrary contained in Section 5.02(a), at any time prior to the approval of the Parent Stockholder Approval Matters by the Parent Stockholder Approval, the Parent Board Recommendation may be withdrawn or modified (a “Parent Change in Recommendation”); provided, however, that prior to Parent taking any action permitted under this Section 5.02(b), Parent shall (i) provide Company with two (2) Business Days’ prior written notice advising Company that it intends to effect such Parent Change in Recommendation and specifying, in reasonable detail, the reasons therefor, (ii) during such two (2) Business Day period, negotiate, and cause its Representatives to negotiate, with Company in good faith (to the extent Company wishes to negotiate) to enable Company to determine whether to propose revisions to the terms of this Agreement such that it would obviate the need for the Parent Board to effect such withdrawal or modification, and (iii) consider in good faith any proposal by Company to amend the terms and conditions of this Agreement in a manner that would obviate the need to effect such Parent Change in Recommendation.”
b. | Section 5.02(c) is deleted in its entirety and replaced with the following: |
“(c) [Reserved]”
c. | Section 7.01(f) is deleted in its entirety and replaced with the following: |
“(f) by Company or Parent if the Parent Board has effected a Parent Change in Recommendation;”
d. | Section 5.11 deleted in its entirety and replaced with the following: |
“[Reserved]”
e. | The definition for “Superior Offer” is hereby deleted in its entirety. |
2. | No Other Changes. Except as expressly provided in this Amendment, the Merger Agreement shall remain in full force and effect upon its original terms. This Amendment and the Merger Agreement constitute an integrated agreement with respect to the subject matter hereof and thereof. This Amendment may be amended, modified, and supplemented only in accordance with the terms of the Merger Agreement. Notwithstanding the foregoing, in the event the Closing does not occur by the End Date, the Merger Agreement shall automatically become void and there will be no liability or obligations on the part of any party and any of its Affiliates in any manner under the Merger Agreement. |
3. | Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State, without reference to such State’s or any other state’s or other jurisdiction’s principles of conflict of laws. |
4. | Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
COMPANY | ||
E2COMPANIES LLC | ||
By: | /s/ James Richmond | |
Name: | James Richmond | |
Title: | CEO | |
MERGER SUB | ||
MME Sub 1 LLC | ||
By: | Minim, Inc., its Member | |
By: | /s/ David Lazar | |
Name: | David Lazar | |
Title: | CEO | |
PARENT | ||
MINIM, INC. | ||
By: | /s/ David Lazar | |
Name: | David Lazar | |
Title: | CEO |
Signature Page to First Amendment
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Cover |
Jun. 17, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 17, 2024 |
Entity File Number | 001-37649 |
Entity Registrant Name | MINIM, INC. |
Entity Central Index Key | 0001467761 |
Entity Tax Identification Number | 04-2621506 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 848 Elm Street |
Entity Address, City or Town | Manchester |
Entity Address, State or Province | NH |
Entity Address, Postal Zip Code | 03101 |
City Area Code | (833) |
Local Phone Number | 966-4646 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Preferred Stock, $0.01 par value |
Trading Symbol | MINM |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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