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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): June 26, 2024

 

MINIM, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37649   04-2621506

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

848 Elm Street, Manchester, NH 03101

(Address of principal executive offices, including zip code)

 

(833) 966-4646

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

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   Name of each exchange on which registered
Preferred Stock, $0.01 par value   MINM   The Nasdaq Capital Market

 

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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING

 

On June 26, 2024, Minim, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff had determined that the Company did not meet the terms of the minimum stockholders’ equity requirement of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). The Company announced today that, on June 28, 2024, it appealed the Staff Determination from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), to a Hearings Panel (the “Panel”) to delist the Company’s securities from The Nasdaq Capital Market because of the Company’s Stockholders’ Equity Requirement.

 

The hearing request to the Panel will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. In connection with its request for a hearing, the Company has also requested that the Staff determination be further stayed pending the resolution of the Company’s appeal.

 

The Company intends to regain compliance with the Stockholders’ Equity Requirement through a direct equity investment and/or business combination prior to the hearing with the Panel. However, there is no assurance that the Company will be successful in executing this plan.

 

Receipt of the letter described above from Nasdaq has no immediate effect on the listing of the Company’s common stock.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated July 2, 2024
104   Cover Page Interactive Data file (embedded within the Inline XBRL document)

 

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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: July 2, 2024 By: /s/ David Lazar
    David Lazar
    Chief Executive Officer

 

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