MINM Minim Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No.      )¹

 

Minim, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

60365W102

(CUSIP Number)

 

DAVID E. LAZAR

Villa 1, 14-43rd Street

Jumeirah 2

Dubai, United Arab Emirates

(646) 768-8417

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 23, 2024

(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 § 240.13d-7 for other parties to whom copies are to be sent.

 

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).

 

 

1

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.

 

 

 

1	NAME OF REPORTING PERSONS   DAVID E. LAZAR
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Portugal, Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   25,0001
	8	SHARED VOTING POWER   1,447,8672
	9	SOLE DISPOSITIVE POWER   577,5153
	10	SHARED DISPOSITIVE POWER   -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,472,8674
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   51.0%4
14	TYPE OF REPORTING PERSON   IN

 

(1)

Consists of 25,000 shares of the Issuer’s Common Stock, $0.01 par value per share (the “Common Stock”). Does not include (a) 2,800,000 shares of Common Stock issuable upon conversion of the Issuer’s Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), because the conversion of such shares of Series A Preferred Stock are subject to a 19.99% beneficial ownership limitation and (b) 2,800,000 shares of Common Stock issuable upon exercise of warrants that are exercisable within 60 days because such warrants are subject to a 19.99% beneficial ownership limitation.

(2)

The Reporting Person has shared voting power over 1,447,867 shares of Common Stock pursuant to the Voting Agreement described in Item 6.

(3)

Consists of (a) 25,000 shares of Common Stock and (b) an aggregate of 552,515 shares of Common Stock issuable upon either conversion or exercise of the Series A Preferred Stock or the warrants. Does not include an aggregate of 5,047,485 shares of Common Stock issuable upon either the conversion or exercise of the Series A Preferred Stock or the warrants because such conversion and exercise are subject to a 19.99% beneficial ownership limitation.

(4)

Consists of (a) 25,000 shares of the Common Stock directly beneficially owned by the Reporting Person and (b) 1,447,867 shares of Common Stock which the Reporting Person shares voting power over pursuant to the Voting Agreement described in Item 6.

 

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.

Security and Issuer.

 

This statement relates to the Common Stock, $0.01 par value (the “Shares”), of Minim, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 848 Elm Street, Manchester, New Hampshire 03101.

 

Item 2.

Identity and Background.

 

(a) This statement is filed by David Elliot Lazar (the “Reporting Person”).

 

(b) The principal business address of the Reporting Person is Villa 1, 14-43rd Street, Jumeirah 2, Dubai, United Arab Emirates.

 

(c) The Reporting Person is a private investor.

 

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The Reporting Person is a citizen of Portugal and Israel.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The 5,600,000 Shares purchased by the Reporting Person were purchased with personal funds pursuant to a securities purchase agreement, dated as of January 23, 2024, by and between the Issuer and the Reporting Person, as further described in Item 6. The Issuer also granted the Reporting Person 25,000 Shares pursuant to the Issuer’s Non-Employee Directors Compensation Plan. The aggregate purchase price of the 5,625,000 Shares directly beneficially owned by the Reporting Person is approximately $2,800,000.

 

In addition, the Reporting Person did not pay any consideration for the 1,447,867 Shares that the Reporting Person shares voting power over. The Reporting Person shares voting power of such Shares pursuant to the Voting Agreement (defined below), as further described in Item 6.

 

Item 4.

Purpose of Transaction.

 

On December 28, 2023, the Issuer’s Board of Directors elected the Reporting Person as a director of the Issuer’s Board of Directors. The 1,447,867 shares of Common Stock that the Reporting Person shares voting power over are owned in part by the Issuer’s current Chief Executive Officer, Jeremy Hitchcock, and a former director of the Issuer, Elizabeth Cash Hitchcock.

 

The Reporting Person purchased the Shares based on the Reporting Person’s belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease his position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.

 

On January 30, 2024, the Reporting Person issued a press release (the “Press Release”) announcing his ownership interest in the Issuer. The full text of the Press Release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

 

The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in additional communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person’s investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4.

 

Item 5.

Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 2,889,020 shares of Common Stock outstanding, which is the total of (a) 2,789,020 shares of Common Stock outstanding as of January 19, 2024, as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2024, (b) 25,000 shares of Common Stock which were granted to the Reporting Person by the Issuer on January 22, 2024, as reported in the Reporting Person’s Form 4, which was filed with the SEC on January 24, 2024, (c) 25,000 shares of Common Stock which were granted to Matthew C. McMurdo by the Issuer on January 22, 2024, as reported in Matthew C. McMurdo’s Form 4, which was filed with the SEC on January 24, 2024, (d) 25,000 shares of Common Stock which were granted to Avraham Ben-Tzvi by the Issuer on January 22, 2024, as reported in Avraham Ben-Tzvi’s Form 4, which was filed with the SEC on January 24, 2024, and (e) 25,000 shares of Common Stock which were granted to David Natan by the Issuer on January 22, 2024, as reported in David Natan’s Form 4, which was filed with the SEC on January 24, 2024.

 

As indicated in the Issuer’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on January 29, 2024, the Issuer currently has the requisite stockholder vote to approve the issuance of all the shares of Common Stock upon conversion and exercise of all the shares of Series A Preferred Stock and the warrants, as applicable, issued to the Reporting Person pursuant to the SPA (as defined below). Upon such stockholder approval, the Reporting Person will beneficially own 5,625,000 shares of Common Stock. Such amount would constitute a beneficial ownership of approximately 66.3% of the Issuer.

 

A.

Reporting Person

 

(a)

As of the close of business on January 29, 2024, the Reporting Person beneficially owned 1,472,867 Shares.

 

Percentage: Approximately 51.0%

 

(b)

1. Sole power to vote or direct vote: 25,000 2. Shared power to vote or direct vote: 1,447,867 3. Sole power to dispose or direct the disposition: 577,515 4. Shared power to dispose or direct the disposition: 0

 

(c)

On January 22, 2024, the Reporting Person was granted 25,000 shares of Common Stock pursuant to the Issuer’s Non-Employee Directors Compensation Plan. The transactions in the remaining Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6.

 

(d)

No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)

Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

On December 28, 2023, the Issuer, the Reporting Person, and each of Mr. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Elizabeth Cash Hitchcock, an individual (such persons or entities other than the Issuer and the Reporting Person, collectively, the “Stockholders”), entered into a Voting Agreement (the “Voting Agreement”) with respect to a proposed securities purchase agreement (the “SPA”) by and between the Issuer and the Reporting Person for the sale of shares of a newly designated series of convertible preferred stock of the Issuer. Upon execution of the Voting Agreement, the Voting Agreement was placed in escrow with counsel to the Reporting Person, until the complete execution and effectiveness of the SPA by the Issuer and the Reporting Person, at which time the Voting Agreement would be released from escrow to the benefit of the Reporting Person (the “Effective Date”).

 

Upon and following the Effective Date, the Voting Agreement will govern the vote of the 1,447,867 shares of Common Stock, representing the aggregate voting interest of the Stockholders taken as a whole as of the execution date of the Voting Agreement, as well as any additional shares of Common Stock which may be acquired by the Stockholders until the expiration of the Voting Agreement by the Reporting Person with respect to any and all matters concerning a stockholder vote with respect to actions to be taken pursuant to the proposed terms of the SPA, including but not limited to (a) effecting a reverse stock split of the Common Stock of the Issuer; (b) increasing the authorized shares of preferred stock of the Issuer and (c) electing new members to the board of directors as may be appointed by the Reporting Person. The Stockholders agreed that at any meeting of the stockholders of the Issuer and/or in connection with any corporate action by the stockholders of the Issuer, all of his, her or its respective shares will be voted by the Reporting Person in the manner and to the effect determined by the Reporting Person in his discretion with respect to actions proposed to be taken pursuant to the terms of the SPA.

 

The Reporting Person disclaims formation of a group with Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock Capital Partners, LLC, Zulu Holdings LLC, Slingshot Capital, LLC, and Ms. Elizabeth Cash Hitchcock, an individual, and of any shared beneficial ownership with such parties.

 

The forgoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the reference to the Voting Agreement, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein.

 

On January 23, 2024, the Issuer entered into the SPA with the Reporting Person, whereby, at the closing of the transactions contemplated by the SPA (the “Closing”), subject to satisfaction of certain closing conditions, the Issuer will sell and the Reporting Person (or to any transferee of the Reporting Person’s which acquires the Securities Purchase Rights, as defined below, hereinafter a “Transferee”) will purchase 2,000,000 shares of the Issuer’s Series A Preferred Stock, at a price per share of $1.40, for an aggregate purchase price of $2,800,000, subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act of 1933, as amended, and Regulation S thereunder. Under the SPA, the Issuer has agreed to designate 2,000,000 shares of the Issuer’s preferred stock as Series A Preferred Stock for the sale to the Reporting Person (or a Transferee). Each share of Series A Preferred Stock shall be convertible, at the option of the holder, into 1.4 shares of Common Stock and vote on an “as-if-converted” basis and shall have full ratchet protection in any subsequent offerings. Pursuant to the SPA, the Issuer shall also issue the Reporting Person (or a Transferee) warrants to purchase up to an additional 2,800,000 shares of Common Stock, with an exercise price equal to $1.00 per share, subject to adjustment therein (the “Warrants”, and together with the Series A Preferred Stock, the “Purchased Securities”).

 

Under the applicable Nasdaq Stock Market rules and the SPA, in the absence of stockholder approval, the Issuer may only issue to the Reporting Person (or a Transferee) upon conversion of the Series A Preferred Stock and/or upon exercise of the Warrants such number of shares of Common Stock, equal to the lower of either, (X) the maximum percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Preferred Stock and/or exercise of the Warrants that can be issued to the Holder without requiring a vote of the Issuer’s stockholders under the rules and regulations of the trading market that the Issuer’s Common Stock is listed on or quoted on such date and applicable securities laws or (Y) 19.99% of the number of shares of the Common Stock outstanding immediately prior to the date of issuance.

 

 

The SPA contains customary representations, warranties and agreements of the Issuer and the Reporting Person, limitations and conditions regarding sales of the Purchased Securities or underlying Common Stock, indemnification rights and other obligations of the parties. Furthermore, the SPA contains certain covenants that the Issuer is obligated to comply with, such as holding a special meeting of stockholders for purposes of approving: (i) a one for three reverse stock split of the Common Stock, (ii) the increase in authorized shares of the Issuer’s preferred stock to 10,000,000 shares, (iii) the Certificate of Designation of the rights and privileges of the Series A Preferred Stock of 2,000,000 shares, (iv) the issuance of the Common Stock underlying the Purchased Securities to the Reporting Person or any transferee of the Reporting Person’s which acquires the Securities Purchase Rights (as defined below), and (v) removal from the Issuer’s Certificate of Incorporation and By-Laws limitations on adopting shareholder resolutions via majority without holding a shareholders meeting.

 

The Reporting Person has agreed that he will not engage in or effect, directly or indirectly, any short sales involving the Issuer’s securities or any hedging transaction that transfers the economic risk of ownership of the Common Stock. Additionally, the Board of Directors of the Issuer unanimously adopted resolutions (i) exempting the Reporting Person’s acquisition of the Series A Preferred Stock from Section 16(b) of the Exchange Act of 1934, as amended, pursuant to Rule 16b-3 and (ii) granting the Reporting Person the right to sell, assign or otherwise transfer either the Series A Preferred Stock (as well as any Common Stock underlying any such Series A Preferred Stock) and/or its rights to acquire the Series A Preferred Stock (as well as any Common Stock underlying any such securities) pursuant to the SPA (the “Securities Purchase Rights”), including by way of option for the Reporting Person to sell and/or a transferee thereof to purchase, the Securities Purchase Rights.

 

The forgoing description of the SPA does not purport to be complete and is qualified in its entirety by the reference to the SPA, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein.

 

Item 7.

Material to be Filed as Exhibits.

 

99.1		Voting Agreement, dated as of December 28, 2023, by and among Minim, Inc., David Elliot Lazar, Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC, Zulu Holdings LLC and Slingshot Capital, LLC.
99.2		Securities Purchase Agreement, dated as of January 23, 2024, by and between Minim, Inc. and David Lazar (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Minim, Inc. with the U.S. Securities and Exchange Commission on January 25, 2024).
99.3		Press Release, dated January 30, 2024.

 

 

SIGNATURES

 

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

 

Dated: January 30, 2024

 

	/s/ David E. Lazar
	DAVID E. LAZAR

 

 

Exhibit 99.1

 

VOTING AGREEMENT

 

THIS VOTING AGREEMENT (this “Agreement”) is being signed on December 28, 2023 (the “Signature Date”) by and among (X) Minim, Inc. a Delaware corporation whose Common Stock is listed for trading on the Nasdaq (the “Company”), (Y) Mr. David Elliot Lazar, an individual (the “Proxy”), and (Z) each of (i) Mr. Jeremy P. Hitchcock, an individual, (ii) Orbit Group LLC, a New Hampshire limited liability company, (iii) Hitchcock Capital Partners, LLC, a New Hampshire limited liability company, (iv) Zulu Holdings LLC, a New Hampshire limited liability company, (v) Slingshot Capital, LLC, a New Hampshire limited liability company, and (vi) Ms. Elizabeth Cash Hitchcock, an individual (each person or entity part of group “(Z)” hereinafter referred to as, a “Stockholder” and collectively: the “Stockholders”). Each party executing an Adoption Agreement in the form attached hereto as Exhibit A, as required by this Agreement, shall also be referred to herein as a “Stockholder”.

 

WHEREAS, the Company and the Proxy are contemplating entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”) providing for the sale and issuance of, inter alia, shares of a newly designated series of Preferred Stock of the Company, which, among other things, are expected to be convertible into shares of the Company’s Common Stock, in accordance with the terms of the Securities Purchase Agreement once finalized, and in connection with that Securities Purchase Agreement the Company and the Stockholders desire to provide the Proxy with certain contractual rights as set forth below.

 

WHEREAS, “Proxy Shares” in this Agreement shall mean all of the shares of capital stock of the Company that now are and hereafter be beneficially owned by any Stockholder, and any and all other shares or securities of the Company and any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date.

 

WHEREAS, Jeremy P. Hitchcock hereby represents that he does not have any beneficial interest in capital stock of the Company and in any other shares or securities of the Company and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date, other than (i) individually, (ii) through Elizabeth Cash Hitchcock, (iii) through Orbit Group LLC, a New Hampshire limited liability company, (iv) through Hitchcock Capital Partners, LLC, a New Hampshire limited liability company, (v) through Zulu Holdings LLC, a New Hampshire limited liability company, and/or (vi) through Slingshot Capital, LLC, a New Hampshire limited liability company.

 

WHEREAS, Elizabeth Cash Hitchcock hereby represents that she does not have any beneficial interest in capital stock of the Company and in any other shares or securities of the Company and/or any of its subsidiaries issued or issuable in respect thereof on and after the Signature Date, other than (i) individually, (ii) through Jeremy P. Hitchcock, (iii) through Orbit Group LLC, a New Hampshire limited liability company, (iv) through Hitchcock Capital Partners, LLC, a New Hampshire limited liability company, (v) through Zulu Holdings LLC, a New Hampshire limited liability company, and/or (vi) through Slingshot Capital, LLC, a New Hampshire limited liability company.

 

NOW, THEREFORE, in consideration of the recitals set forth hereinabove and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, each of the parties hereto, intending legally to be bound, hereby agrees as follows:

 

1. Incorporation of Recitals. The parties to this Agreement hereby agree and acknowledge that all of the Recitals set forth hereinabove are true, complete and correct in every respect and hereby incorporate said Recitals into this Agreement by this reference.

 

2. Representations of each Stockholder. Each Stockholder hereby represents and warrants to the Proxy that he/she/it: (a) has full power to enter into this Agreement and has not, prior to the Signature Date, or the date of any Adoption Agreement, as applicable, executed and/or delivered any proxy or entered into any other voting agreement or similar arrangement and (b) will not take any action inconsistent with the purposes and provisions of this Agreement.

 

3. Escrow of Agreement. Upon execution of this Agreement, it shall be placed in escrow with counsel to the Proxy, Mr. Mathew McMurdo, until the complete execution and effectiveness of the Share Purchase Agreement by the Company and the Proxy, at which time this Agreement shall be released from such escrow to the benefit of the Proxy (the “Proxy Effective Date”).

 

 

4. Scope of Agreement. Upon and following the Proxy Effective Date, this Agreement shall govern the vote of the 1,447,867 shares of Common Stock, representing the aggregate voting interest of the Stockholders taken as a whole as of the Signature Date (assuming the exercise by or vesting in the Stockholders of all equity-linked securities held by them), as well as any additional shares of Common Stock which may be acquired by the Stockholders until the expiration of this Agreement (the “Proxy Shares”) by the Proxy with respect to any and all matters concerning a shareholder vote in respect of the Proxy Shares with respect to actions to be taken pursuant to the proposed terms of the draft of the proposed Securities Purchase Agreement between the Company and the Proxy dated as of October [X], 2023 and bearing document reference number 4882-3586-6763.1 (the “Draft SPA”), whether at a meeting or pursuant to written consent or otherwise, including but not limited to:

 

(a) effecting a reverse stock split of the common stock of the Company;

 

(b) increasing authorized shares of Preferred Stock of the Company and designating the shares of Preferred Stock to be issued pursuant to the Securities Purchase Agreement with the rights and preferences to set forth on the form Certificate of Designation which shall be annexed to the Securities Purchase Agreement.

 

(c) electing new members to the board of directors as may appointed by the Proxy.

 

5. Changes in Capital Stock. In the event that subsequent to the Signature Date, any shares of capital stock or other securities the Company are issued on, or in exchange for, any of the Proxy Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification, exchange, merger or consolidation or otherwise involving the Company, such shares of capital stock or other securities shall be deemed to be Proxy Shares for purposes of this Agreement.

 

6. Voting of Proxy Shares. Each Stockholder agrees and covenants that at any meeting of the shareholders of the Company and/or in connection with any corporate action by the shareholders of the Company, all of his/her/its respective shares of the Proxy Shares shall be voted by the Proxy in the manner and to the effect determined by said Proxy in his sole and absolute discretion with respect to actions proposed to be taken pursuant to the terms of the Draft SPA. Accordingly, during the term of this Agreement, no Stockholder shall vote or attempt to vote any of his/her/its respective shares of the Proxy Shares, or otherwise exercise or attempt to exercise any voting or other approval rights of any of his/her/its respective shares of the Proxy Shares, and any such prohibited exercise by any Stockholder of voting or approval rights shall be void and of no force and effect.

 

7. Irrevocable Proxy.

 

(a) In order to give effect to and in furtherance of the agreements and covenants set forth in Section 5 of this Agreement, each Stockholder hereby irrevocably constitutes and appoints Proxy as proxy for such Stockholder, with full power of substitution, for and in the name and on behalf of such Stockholder, to vote any and all of his/her/its respective shares of Proxy Shares with regard to any question, action, resolution, election or other matter presented to the shareholders of the Company for vote and/or approval with respect to actions proposed to be taken pursuant to the terms of the Draft SPA. Proxy shall vote said Proxy Shares in such manner and to such effect as the Proxy may determine in his sole and absolute discretion with respect to actions proposed to be taken pursuant to the terms of the Draft SPA. The proxy granted hereby shall remain in effect for so long as and at all times that this Agreement shall remain in effect. The proxy granted hereby is irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy.

 

(b) Proxy hereby accepts his appointment as proxy of each Stockholder, pursuant to Subsection 6(a) of this Agreement. Other than as specifically set forth herein, the Proxy shall have no other rights with respect to the Proxy Shares.

 

(c) In no way shall the terms of this Agreement be interpreted in a way to cause a violation of Section 160(c) of the Delaware General Corporate Law or to prohibit, limit or restrict Proxy from exercising his fiduciary duties as an officer and/or director to the Company at and from such time as the Proxy may be appointed as such.

 

 

(d) The voting of Proxy Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Proxy Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

 

8. Limitation of Proxy’s Liability. Proxy shall not incur any liability or responsibility by reason of any error of judgment, mistake of law or other mistake, or for any act or omission of any agent or attorney, or for any misconstruction of this Agreement, or for any action of any kind taken or omitted hereunder or believed by him to be in accordance with the provisions and intents hereof.

 

9. Term.

 

(a) This Agreement shall commence on the Signature Date and continue in perpetuity, unless terminated by Proxy, in Proxy’s sole discretion.

 

(b) The Company and each Stockholder confirms hereby that he/she/it understands and acknowledges that this Agreement will continue in perpetuity, unless terminated by Proxy, in Proxy’s sole discretion, and that the preceding part of this Section 8(b) reflects his/her/its intention.

 

10. Successor Proxy. In the event that the Proxy is unable or unwilling to serve as the Proxy, a successor proxy (who will become the Proxy under this Agreement, if appointed in accordance with this Section 9) may be appointed by the Proxy at his discretion, or if the Proxy is unable to make such appointment due to his death or incapacity to act, by the consent of the successors to the Proxy’s individual shares of capital stock of the Company that hold a majority interest in such shares. A successor proxy shall be vested with all the rights, powers and authority as if originally named in this Agreement.

 

11. Legend; Subsequent Holders of Proxy Shares. Each Stockholder hereby acknowledges and agrees that commencing on the Signature Date all certificates for the shares of Proxy Shares may, but need not, be imprinted by the Company with notice of this Agreement and the irrevocable proxy set forth herein. Each Stockholder agrees not to transfer any interest in his/her/its respective Proxy Shares unless the transferee executes and delivers an Adoption Agreement in the form attached hereto as Exhibit A. Each transferee or assignee of Proxy Shares shall continue to be subject to the terms hereof and, as a condition precedent to any such transfer(s) (and the Company’s recognizing such transfer(s)), each such transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be a Stockholder. A Stockholder shall not make, and the Company shall not permit, the transfer of Proxy Shares on its books or issue a new certificate representing any such Proxy Shares unless and until such transferee (or group) shall have complied with the terms of this Section 10.

 

12. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to rules regarding choice of law. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN WILMINGTON, DELAWARE FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT AND/OR ANY ADOPTION AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.

 

13. Benefits; Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors, assigns and transferees.

 

14. Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one Agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatories to the original or same counterpart.

 

 

15. Amendment or Modification. This Agreement may be altered, modified or amended only by the unanimous consent, in writing, of the parties hereto, either now or hereafter. Any such modification must be signed by each party to this Agreement.

 

16. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

17. Notices. All notices and other communications given or made pursuant to this Agreement shall be, Manchester, NH in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A hereto, or to such email address or address as subsequently modified by written notice given in accordance with this Section 16. If notice is given to the Company, a copy, which shall not constitute notice, shall also be sent to [_____________________________________________________], and if notice is given to Proxy, a copy, which shall not constitute notice, shall also be given to Avraham Ben-Tzvi, Attorney, 28 General Pierre Koenig St., 3rd Floor – Asif Business Center, Jerusalem 9346936, Israel, Email: abz@abz-law.com, and if notice is given to the Stockholders (or any of them), a copy, which shall not constitute notice, shall also be given to Philip Taub, Esq., Nixon Peabody LLP, 900 Elm Street, Suite 1400, Manchester, New Hampshire, USA 03101.

 

18. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written, among the parties hereto with respect to such subject matter.

 

19. Enforceability. The parties expressly agree that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against each of the parties hereto. If any provision of this Agreement shall be declared void or unenforceable by any court or administrative board of competent jurisdiction, such provision shall be deemed to have been severed from the remainder of this Agreement and this Agreement shall continue in all respects to be valid and enforceable and shall be construed so as to best give effect to the

 

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the Signature Date.

 

	MINIM, INC.
	By:	/s/ Jeremy P. Hitchcock
		Name & Title:	chairman
	JEREMY P. HITCHCOCK (in his individual capacity)
	By:	/s/ Jeremy P. Hitchcock
		Jeremy P. Hitchcock

 

	ELIZABETH CASH HITCHCOCK (in her individual capacity)
	By:	/s/ Elizabeth Cash Hitchcock
		Elizabeth Cash Hitchcock

 

	ORBIT GROUP LLC
	By:	/s/ Jeremy P. Hitchcock
		Jeremy P. Hitchcock
		Manager

 

	HITCHCOCK CAPITAL PARTNERS, LLC
	By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
		Jeremy P. Hitchcock
		Its Manager

 

	ZULU HOLDINGS LLC
	By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
		Jeremy P. Hitchcock
		Its Manager

 

	SLINGSHOT CAPITAL, LLC
	By:	Orbit Group LLC, its Manager
	By:	/s/ Jeremy P. Hitchcock
		Jeremy P. Hitchcock
		Its Manager

 

	DAVID ELLIOT LAZAR
	By:	/s/ David Elliot Lazar
		David Elliot Lazar

 

 

Schedule A

 

Company:		Minim, Inc.
		Address:
		Attention:
		Fax:
		E-mail:
Stockholders:		Orbit Group LLC
		Address: 848 Elm Street, 2nd Floor
		Manchester, New Hampshire 03101
		Attention: Mr. Jeremy Hitchcock
		E-mail: jeremy@orbitgroup.com
Proxy:
		Address:
		Attention: David Elliot Lazar
		Fax:
		E-mail:

 

 

EXHIBIT A

 

ADOPTION AGREEMENT

 

This Adoption Agreement (“Adoption Agreement”) is executed on [__________] [__], 2023, by the undersigned (the “Holder”) pursuant to the terms of that certain Voting Agreement dated as of [________] [__], 2023 (the “Agreement”), by and among the Company, Jeremy P. Hitchcock, an individual, Orbit Group LLC, a New Hampshire limited liability company, Hitchcock Capital Partners, LLC, a New Hampshire limited liability company, Zulu Holdings LLC, a limited liability company, Elizabeth Cash Hitchcock, an individual and David Elliot Lazar, as such Agreement may be amended or amended and restated from time to time. Capitalized terms used but not defined in this Adoption Agreement shall have their respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

 

1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain Proxy Shares from a party in such party’s capacity as a “Stockholder” bound by the Agreement, and after such acquisition, transfer, assignment or any similar action granting Holder ownership of the Proxy Shares, the Holder shall be considered a “Stockholder” for all purposes of the Agreement. Holder hereby (a) agrees that the Proxy Shares shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

 

1.2 Notice. Any notice required or permitted by the Agreement shall be given to Holder at the physical address or email address listed below Holder’s signature hereto.

 

HOLDER:			ACCEPTED AND AGREED:
By:			MINIM, INC.
Name and Title of Signatory
Address:			By:
			Title:
E-mail:

 

 

EXHIBIT B

 

[INSERT CERTIFICATE OF DESIGNATION]

 

 

Exhibit 99.3

 

David E. Lazar Announces Ownership Interest in Minim, Inc.

 

NEW YORK, January 30, 2024, David E. Lazar, an experienced private investor, today filed a Schedule 13D announcing his acquisition of 2,000,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) of Minim, Inc. (“Minim” or the “Company”). Each share of Series A Preferred Stock is convertible into 1.4 shares of the Company’s common stock (“Common Stock”). In addition, as part of the acquisition, the Company issued Mr. Lazar warrants to purchase up to an additional 2,800,000 shares of Common Stock, with an exercise price equal to $1.00 per share, subject to adjustment therein. The conversion and exercise of the Series A Preferred Stock and the warrants, as applicable, into shares of Common Stock are subject to stockholder approval. Mr. Lazar issued the following statement:

 

“I am pleased to announce my significant investment in Minim given the meaningful opportunity I believe the Company represents and am eager to begin working with the Board of Directors and management to actively explore potential strategic options to drive shareholder value.”

 

About David E. Lazar

David E. Lazar is an experienced private investor who brings domestic and international experience in operations, accounting, audit preparation, due diligence, capital restructuring, debt financing, and mergers and acquisitions.

 

Investor Contact Information:

David E. Lazar

david@activistinvestingllc.com

 

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