Amendment: SEC Form SC 13D/A filed by 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. 3)¹

Minim, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60365W102

(CUSIP Number)

DAVID E. LAZAR

30B, Tower 200 The Towers

Winston Churchill

San Francisco, Paitilla

Panama City, Panama 07196

(646) 768-8417

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 21, 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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated as follows:

5,600,000 Shares were purchased by the Reporting Person 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 of the Schedule 13D. On January 22, 2024, the Issuer granted the Reporting Person 25,000 Shares pursuant to the Issuer’s Non-Employee Directors Compensation Plan. In addition, on October 21, 2024, the Issuer granted the Reporting Person 305,357 shares of Series A Preferred Stock, which is convertible into 427,500 shares of Common Stock. The aggregate purchase price of the 6,052,500 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, as further described in Item 6 of the Schedule 13D.

Item 5 (a)-(c) is hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 8,837,189 shares of Common Stock outstanding, which is the total of (a) 2,809,689 shares of Common Stock outstanding as of August 19, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2024 and (b) an aggregate of 6,027,500 shares of Common Stock directly beneficially owned by the Reporting Person upon the conversion of the Series A Preferred Stock or exercise of the Warrants.

Percentage: Approximately 84.9%

Item 6 is hereby amended to add the following:

On November 13, 2024, the Reporting Person entered into a Securities Purchase Agreement (the “November 2024 Purchase Agreement”) with the purchasers named therein (the “November 2024 Purchasers”), pursuant to which the Reporting Person agreed to sell to the Purchasers all of his right and interest in either (i) 1,570,027 shares of Series A Preferred Stock (“Closing 1”) or (ii) 2,000,000 shares of Series A Preferred Stock (“Closing 2”), which is dependent on whether certain conditions are satisfied. If Closing 1 is exercised, the aggregate purchase price to be paid by the Purchasers under the November 2024 Purchase Agreement will be $4,000,000. If Closing 2 is exercised, the aggregate purchase price to be paid by the Purchasers under the November 2024 Purchase Agreement will be $500,000. Within five business days following November 13, 2024, the Purchasers are required to wire $200,000 to the Reporting Person as an advance of the applicable purchase price. The November 2024 Purchase Agreement is subject to the satisfaction of certain closing conditions, including approval by the Issuer’s board of directors and stockholders of certain actions, continued listing of the Common Stock on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or any successors to any of the foregoing, evidence of termination of the Purchase Agreement (as defined in Schedule No. 2), and contains customary representations, warranties and agreements of the Reporting Person and the Purchasers, indemnification rights and other obligations of the parties. Following the execution of the November 2024 Purchase Agreement, the parties also intend to enter into an escrow agreement.

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: November 15, 2024