DEF 14A 1 ny20002731x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

MINIM, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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MINIM, INC.

848 Elm Street

Manchester, New Hampshire, 03101

Dear Stockholder:

You are cordially invited to attend the Virtual Annual Meeting of Stockholders of Minim, Inc. to be held on Wednesday, June 8, 2022. Due to the continuing public health impact of the coronavirus (COVID-19) pandemic, as well as to support the health and well-being of our stockholders and employees, our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via online audio-only broadcast. You will be able to participate in the Annual Meeting, vote your shares and submit your questions during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/MINM2022. The meeting will be held in virtual format only and will begin at 10:00 a.m. Eastern Time. After the short formal part of the meeting, there will be a business presentation and a question-and-answer period.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by using one of the voting options available to you as described in the accompanying Proxy Statement. If you wish to revoke your proxy at the meeting, you can withdraw your proxy and vote your shares electronically during the meeting.

The Board of Directors has fixed the close of business on April 11, 2022 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

I look forward to seeing those of you who will be able to participate in the Annual Meeting in its virtual format.

			Very truly yours,

			Graham Chynoweth
			Chief Executive Officer

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MINIM, INC.

848 Elm Street

Manchester, New Hampshire, 03101

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of Minim, Inc. (the “Company”) will be held on Wednesday, June 8, 2022 at 10:00 a.m. Eastern Time. The meeting will be held for the following purposes:

1.	To elect the eight nominees named in the accompanying Proxy Statement to serve as directors for the ensuing year until their respective successors are duly elected and qualified;

2.	To approve the Omnibus Incentive Compensation Plan;

3.	To approve the Non-Employee Directors Compensation Plan;

4.	To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022;

5.	To approve by a non-binding advisory vote the compensation of the Company’s named executive officers (the “say-on-pay” vote);

6.	To vote on a shareholder proposal regarding the right to call special meetings; and

7.	To transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of business on April 11, 2022 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting and any continuation or adjournment thereof. We are using the U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. This allows us to mail our stockholders a notice instead of a paper copy of the Proxy Statement and our 2021 Annual Report on Form 10-K. The notice contains instructions on how our stockholders may access our Proxy Statement and Annual Report over the Internet and how our stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, our 2021 Annual Report on Form 10-K and a proxy card. Stockholders who do not receive a notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Employing this distribution process will help us to conserve natural resources and reduce the costs of printing and distributing our proxy materials. The Proxy Statement and form of proxy are being distributed and made available on or about May 2, 2022.

To attend the virtual meeting, vote, examine the stockholders list and ask questions, go to www.virtualshareholdermeeting.com/MINM2022. You will need the 16-digit confirmation number included on your proxy card or on the instructions that accompany your proxy materials. Because the Annual Meeting is virtual and being conducted over the Internet, stockholders will not be able to attend the Annual Meeting in person.

All stockholders are cordially invited to participate in the Virtual Annual Meeting. Whether or not you plan to participate in the Annual Meeting, you are urged to vote by proxy in accordance with the instructions included in the accompanying Proxy Statement. Any stockholder participating in the Annual Meeting may vote electronically during the meeting even if she or he has voted by proxy.

			BY ORDER OF THE BOARD OF DIRECTORS

			Graham Chynoweth
			Chief Executive Officer

Manchester, New Hampshire

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Wednesday, June 8, 2022: The Proxy Statement for the Annual Meeting and the Annual Report to

Stockholders for the year ended December 31, 2021 are available at www.proxyvote.com.

	IMPORTANT: YOU ARE URGED TO SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS AVAILABLE IN THE ACCOMPANYING PROXY STATEMENT. EVEN IF YOU HAVE SUBMITTED YOUR PROXY, YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH THE COMPANY A WRITTEN REVOCATION, BY EXECUTING A PROXY AT A LATER DATE, OR BY PARTICIPATING IN AND VOTING AT THE MEETING.
	THANK YOU FOR ACTING PROMPTLY.

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MINIM, INC.

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 8, 2022

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors of Minim, Inc., for use at the Virtual Annual Meeting of Stockholders to be held on Wednesday, June 8, 2022 at 10:00 a.m. Eastern Time (the “Annual Meeting”), or at any continuation or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. Stockholders can participate in the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/MINM2022. In this proxy statement we refer to Minim, Inc., which does business under the name Minim, as “Minim,” the “Company,” “we,” or “us.”

At the Annual Meeting, the stockholders will be asked:

1.	To elect the eight nominees named in the accompanying Proxy Statement to serve as directors for the ensuing year until their respective successors are duly elected and qualified;

2.	To approve the Omnibus Incentive Compensation Plan;

3.	To approve the Non-Employee Directors Compensation Plan;

4.	To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022;

5.	To approve by a non-binding advisory vote the compensation of the Company’s named executive officers (the “say-on-pay” vote);

6.	To vote on a shareholder proposal regarding the right to call special meetings; and

7.	To transact such other business as may properly come before the meeting or any adjournment thereof.

This Proxy Statement and form of proxy were first provided to stockholders entitled to vote at the Annual Meeting on or about May 2, 2022, together with our 2021 Annual Report on Form 10-K.

Board’s Recommendation

Our Board of Directors recommends that you vote:

1.	“FOR” the election of the eight nominated directors;

2.	“FOR” the approval of the Minim, Inc. Omnibus Incentive Compensation Plan;

3.	“FOR” the approval of the Minim, Inc. Non-Employee Directors Compensation Plan;

4.	“FOR” the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

5.	“FOR” the approval of a non-binding advisory vote the compensation of the Company’s named executive officers (the “say-on-pay” vote); and

6.	“AGAINST” the shareholder proposal regarding the right to call special meetings.

Record Date, Stock Ownership and Voting

Only stockholders of record at the close of business on April 11, 2022, are entitled to receive notice of and to vote at the Annual Meeting. At the close of business on April 11, 2022, there were outstanding and entitled to vote 46,075,817 shares of common stock, par value $.01 per share (“Common Stock”). Each stockholder is entitled to one vote for each share of Common Stock.

One-third of the shares of Common Stock outstanding and entitled to vote is required to be present or represented by proxy at the Annual Meeting in order to constitute the quorum necessary to take action at the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of

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elections appointed for the Annual Meeting. The inspector of elections will treat abstentions as shares of Common Stock that are present and entitled to vote for purposes of determining a quorum. Shares of Common Stock held of record by brokers who do not return a signed and dated proxy or do not comply with the voting instructions will not be considered present at the Annual Meeting, will not be counted towards a quorum and will not be voted on any proposal. Shares of Common Stock held of record by brokers who comply with the voting instructions but who fail to vote on one or more proposals (“broker non-votes”) will be considered present at the Annual Meeting and will count toward the quorum but will be deemed not to have voted on such proposal.

What’s required to approve each item?

Proposal 1: Election of Directors. The eight nominees for the Board of Directors who receive the greatest number of votes cast by stockholders present in person or represented by proxy and entitled to vote thereon will be elected directors of Minim, Inc.

Proposal 2: Approval of Minim, Inc. Omnibus Incentive Compensation Plan. An affirmative vote of a majority of the shares entitled to vote and present in person or by proxy at the Annual Meeting will be necessary to approve the Minim, Inc. Omnibus Incentive Compensation Plan. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of voting on this matter.

Proposal 3: Approval of Minim, Inc. Non-Employee Directors Compensation Plan. An affirmative vote of a majority of the shares entitled to vote and present in person or by proxy at the Annual Meeting will be necessary to approve the Minim, Inc. Non-Employee Directors Compensation Plan. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of voting on this matter.

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm. An affirmative vote of a majority of the shares entitled to vote and present in person or by proxy at the Annual Meeting will be necessary to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of voting on this matter.

Proposal 5: Say-on-Pay Vote. An affirmative vote of a majority of the shares entitled to vote and present in person or by proxy at the Annual Meeting will be necessary to approve by a non-binding advisory vote the compensation of the Company’s named executive officers. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of voting on this matter.

Proposal 6: Special Shareholder Meetings. An affirmative vote of a majority of the shares entitled to vote and present in person or by proxy at the Annual Meeting will be necessary to approve the shareholder proposal requesting an amendment to the Company’s Bylaws that will provide that one or more Minim stockholders beneficially holding, in the aggregate, ten percent (10%) or more of our outstanding common stock shall have the power to call a special stockholder meeting.

We do not intend to submit any other proposals to the stockholders at the Annual Meeting. The Board of Directors was not aware, a reasonable time before mailing of this proxy statement to stockholders, of any other business that may properly be presented for action at the Annual Meeting. If any other business should properly come before the Annual Meeting, shares represented by all proxies received by us will be voted with respect thereto in accordance with the best judgment of the persons named as attorneys in the proxies.

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How to Vote

BY THE INTERNET

•	Go to www.virtualshareholdermeeting.com/MINM2022. You may vote via the Internet during the meeting. Have the information that is available on the proxy card and follow the instructions.

BY TELEPHONE

•	Use any touch-tone telephone to dial 1-800-690-6903 to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

BY MAIL

•	To vote by written proxy, complete, sign and date your proxy card and return it promptly in the postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood NY 11717.

Revocability of Proxies

Any person giving a proxy in the form accompanying this proxy statement has the power to revoke it at any time before the final vote. A person’s proxy vote may be revoked by filing a written notice of revocation and sending such notice to Minim, Inc. at 848 Elm Street, Manchester, New Hampshire 03101, by duly executing a proxy bearing a later date, or by participating in the Annual Meeting and voting electronically.

Solicitation

All costs of this solicitation of proxies will be borne by Minim. Minim may reimburse banks, brokerage firms and other persons representing beneficial owners of shares for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, fax, electronic mail, or personal solicitations by directors, officers, or employees of Minim. No additional compensation will be paid for any such services. Minim may engage a professional proxy solicitation firm to assist in the proxy solicitation and, if so, will pay such solicitation firm customary fees plus expenses.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Minim, Inc.’s Board of Directors (the “Board of Directors”) is currently comprised of eight members. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the persons listed below for election as directors of Minim, all of whom have been nominated for re-election. All of the nominees for the Board of Directors have consented to be named in this proxy statement and to serve as a director, if elected.

•	David Aronoff

•	Dan Artusi

•	Graham Chynoweth

•	Philip Frank

•	Elizabeth Hitchcock

•	Jeremy Hitchcock

•	Joshua Horowitz

•	Sandra Howe

The Nominating and Corporate Governance Committee is committed to continuing to identify and recruit highly qualified director candidates with diverse experiences, perspectives, and backgrounds to join our Board. The table below provides certain information regarding the composition of our Board of Directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

Board Diversity Matrix (As of April 11, 2022)

Total Number of Directors	8
	Female	Male	Did not Disclose Gender
Directors	2	6	—
Demographic Information:
African American or Black	—	—	—
Alaskan Native or Native American	—	—	—
Asian	—	—	—
Hispanic or Latinx	—	1	—
Native Hawaiian or Pacific Islander	—	—	—
White	2	4	—
Two or More Races or Ethnicities	—	—	—
LGBTQ+	—	—	—
Did not Disclose Demographic Background	—	1	—

All nominees are currently directors of Minim. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named above. In the event that any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies will be voted for the nominee, if any, who will be designated by the present Board of Directors to fill the vacancy. It is not expected that any nominee will be unable or unwilling to serve as a director. Each director elected will hold office until the next Annual Meeting or until her or his successor is duly elected or appointed and qualified, unless her or his office is earlier vacated in accordance with the Amended and Restated Certificate of Incorporation of Minim or she or he becomes disqualified to act as a director. The eight nominees who receive the greatest number of votes cast by stockholders present, in person or by proxy, and entitled to vote at the Annual Meeting, will be elected directors of Minim. If elected, each of the eight nominees will serve a one-year term expiring at the 2023 Annual Meeting of Stockholders.

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Mr. and Ms. Hitchcock are being nominated for re-election to the Board of Directors as the designees of Zulu Holdings LLC (“Zulu”), of which Mr. and Ms. Hitchcock are the ultimate beneficial owners, pursuant to a provision of the agreement entered into by the Company in connection with a private placement of Company Common Stock that was completed in 2019. Except as otherwise disclosed in this Proxy Statement, the proposed nominees are not being nominated pursuant to any arrangement or understanding with any person or entity. Other than the spousal relationship between Mr. and Ms. Hitchcock, there are no family relationships between any of our directors or executive officers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU

VOTE “FOR” THE ELECTION OF THE EIGHT NOMINEES SET FORTH ABOVE.

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BOARD OF DIRECTORS AND MANAGEMENT

Information Regarding the Board of Directors

The Board of Directors consists of eight members. At each meeting of stockholders, directors are elected for a one-year term. The following table and biographical descriptions set forth information regarding the nominees and current members of the Board of Directors.

Name	Age	Principal Occupation	Director Since
David Aronoff^(1),(2),(4)	58	General Partner of Flybridge Capital Partners, Board Member of Draper Laboratories, Aliro Quantum Technologies, BetterCloud, BitSight	2020
Dan Artusi⁽³⁾	67	Board member of MaxLinear, VislC-Tech, New Charter Technologies, FMC GmbH, and GenXComm	2020
Graham Chynoweth	43	Chief Executive Officer and Director of Minim, Inc.	2020
Philip Frank⁽¹⁾	51	President, Chief Executive Officer, and Director of VUI, Inc.	2015
Elizabeth Hitchcock⁽⁴⁾	43	Principal at Orbit Group and Board member of Easterseals New Hampshire and St. Mary’s Bank	2020
Jeremy Hitchcock⁽⁴⁾	40	Chairman of the Board of Directors of Minim, Inc.	2020
Joshua Horowitz^(1),(3)	44	Portfolio Manager at Palm Management (US) LLC	2020
Sandra Howe^(2),(3)	49	Technology Executive, previously with ARRIS, Cisco, and Technetix, Board member of SQUAN	2020

(1)	Members of the Audit Committee as of December 31, 2021. Chair: Philip Frank.

(2)	Members of the Compensation Committee as of December 31, 2021. Chair: David Aronoff.

(3)	Members of the Nominating and Corporate Governance Committee as of December 31, 2021. Chair: Joshua Horowitz.

(4)	Members of the Cybersecurity and Privacy Committee as of December 31, 2021. Chair: Elizabeth Hitchcock.

David Aronoff has been a director of Minim since December 2020 and is a co-founder of Cadence Connectivity, Inc., the foundation of the software division at Minim. Mr. Aronoff is the Chairman of MCJ Collective. He now also serves as a director with Draper Laboratories, Aliro Quantum Technologies, BetterCloud, and BitSight. Since June 2005, Mr. Aronoff has served as a General Partner at Flybridge Capital Partners. Prior to that, from May 1996 to May 2005, Mr. Aronoff served as a General Partner at Greylock Partners. As part of his work as a venture capitalist, Mr. Aronoff has served as a member of the director for more than 25 technology companies. Mr. Aronoff earned an M.B.A. degree from the Harvard Business School, an M.S. degree in Computer Science from the University of Southern California, and a B.S. degree in Computer Science from the University of Vermont. Mr. Aronoff’s extensive experience as an investor and board member in the technology field qualifies him to serve on the Minim Board.

Dan Artusi has been a director of Minim since December 2020. Mr. Artusi also currently serves on the board of directors of MaxLinear, Inc. (NYSE:MXL) and on the board of privately-held technology companies GenXComm, Inc., VisIC-Tech, New Charter Technologies, and FMC GmbH, and on the Engineering Advisory Board of the Cockrell School of Engineering at the University of Texas at Austin. From 2015 to 2018, Mr. Artusi served as Vice President in the Client Computing Group and General Manager for the connected home division at Intel Corporation. Prior to Intel, Mr. Artusi served as Chief Executive Officer of Lantiq Deutschland GmbH, from 2012 until its acquisition by Intel in 2015. From 2009 to 2015, Mr. Artusi served as an operating executive with Golden Gate Capital. From 2007 to 2008, Mr. Artusi served as President and Chief Executive Officer and as a board member of Conexant Systems, Inc., and from 2005 to 2007, Mr. Artusi served as chairman and Chief Executive Officer of Coldwatt, Inc. From April 2005 to June 2005, Mr. Artusi was an individual investor. From January 2003 to April 2005, he served as the President of Silicon Laboratories Inc.; and from January 2004 to April 2005, he also served as the Chief Executive Officer and as a board member of Silicon Laboratories. From 2001 to 2004, he served as Chief Operating Officer of Silicon Laboratories. From 1977 until joining Silicon Laboratories, Mr. Artusi held various management and executive positions in the semiconductor business at Motorola Inc. Mr. Artusi studied electrical engineering at the Instituto Tecnologico de Buenos Aires (ITBA) in Argentina. Mr. Artusi’s experience as an executive and in relevant fields of technology qualifies him to serve on the Minim Board.

Graham Chynoweth has served as the Chief Executive Officer and a director of Minim since December 2020. Mr. Chynoweth served as the Chief Executive Officer of Cadence Connectivity, Inc., the foundation of the software

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division at Minim, from June 2019 until its merger with the Minim in December of 2020. Since May of2020, Mr. Chynoweth has served on the Board of New Hampshire Public Radio. Since January of 2020, Mr. Chynoweth has served as an officer in the United States Navy Reserves. Since January of 2017, Mr. Chynoweth has been a General Partner of Millworks Fund II. From January 2015 to June 2019, he served in senior executive roles at the Advanced Regenerative Manufacturing Institute and SilverTech. From October 2005 to December 2014, Mr. Chynoweth served in senior executive roles at Dyn (ACQ: Oracle, 2018). From 2014 to 2020, Mr. Chynoweth served as a director of Primary Bank (OTCPK: PRMY). Mr. Chynoweth holds a J.D. degree from Duke University School of Law, an M.A. degree in Public Policy from Duke University, and a B.A. degree in Political Science High Distinction from the University of California, Berkeley. Mr. Chynoweth’s service as Minim’s Chief Executive Officer and his experience as an entrepreneur, executive, and director qualify him to serve on the Minim Board.

Philip Frank has been a director of Minim since September 2015. Since September 2018, Mr. Frank has served as President, Chief Executive Officer and director of VUI, Inc. From August of 2016 until its sale to Charter Communications, Inc. in January 2018, Mr. Frank served as the President, Chief Executive Officer and director of AirSense Wireless. From September 2015 to July 2016, Mr. Frank served as Minim’s Chief Financial Officer. From February 2005 to December 2014, Mr. Frank served in various senior financial and development roles with the Nokia Corporation and Nokia Siemens Networks. Prior to his time at Nokia, Mr. Frank was an executive with AT&T Wireless Services and held roles at Diamond-Cluster International, Inc. and Accenture PLC. He holds a M.A. in Business Administration from the University of Michigan Ross School of Business and a BSc in Aerospace, Aeronautical and Astronautical Engineering from the University of Michigan College of Engineering. Mr. Frank’s experience as a senior financial and development executive qualifies him to serve on the Minim Board.

Elizabeth Hitchcock has been a director of Minim since December 2020 and is a co-founder of Cadence Connectivity, Inc., the foundation of the software division at Minim. Since 2021, Ms. Hitchcock has served as a board member of Easterseals New Hampshire. Since 2015, Ms. Hitchcock has served as a Trustee of St. Mary’s Credit Bank. Since 2017, Ms. Hitchcock has served as a General Partner of Millworks Fund II and as a principal at Orbit Group LLC. From July 2006 to November 2009, Ms. Hitchcock served at Dyn (ACQ: Oracle, 2018) as the Leader of Sales and Marketing. From October 2013 to September 2020, Ms. Hitchcock served as a Trustee of The Currier Museum of Art. Ms. Hitchcock holds a B.S. degree in Computer Science from Worcester Polytechnic Institute. Ms. Hitchcock and Mr. Hitchcock are related by marriage. Ms. Hitchcock’s experience as an entrepreneur, executive, and investor qualifies her to serve on our Board.

Jeremy Hitchcock has been a director of Minim since May 2019. Since February 2020, Mr. Hitchcock has served as Chairman of Minim’s Board. From May to December of 2020, he served as the Minim’s Principal Executive Officer. Mr. Hitchcock is a co-founder of Cadence Connectivity, Inc., the foundation of the software division at Minim. Since January 2020, Mr. Hitchcock has served as a partner at New North Ventures. Since 2017, Mr. Hitchcock has served as a principal at Orbit Group LLC. In 2001, Mr. Hitchcock co-founded Dyn (ACQ: Oracle, 2018). As CEO of Dyn, Mr. Hitchcock grew the company to 500 employees and raised $100 million of growth capital. Mr. Hitchcock holds a B.S. degree in Management Information Systems from Worcester Polytechnic Institute. Mr. Hitchcock and Ms. Hitchcock are related by marriage. Mr. Hitchcock’s experience as an entrepreneur, executive, and investor qualifies him to serve on the Minim Board.

Joshua Horowitz has been a director of Minim since May 2020. Since January 2012, he has served in senior roles as a portfolio manager and Managing Director at Palm Ventures LLC and now Palm Management (US) LLC. As part of his work with Palm entities, he has served as a director on many public company boards, including Limbach, Inc. (NASDAQ: LMB), 1347 Capital Corp (NASDAQ: TFSC), 1347 Property Insurance Holdings, Inc. (NASDAQ: PIH) and Birner Dental Management Services, Inc. (OTC: BDMS). Mr. Horowitz holds a B.S. in Management Magna Cum Laude from Binghamton University. Mr. Horowitz’s experience as an investor and public company board director qualifies him to serve on the Minim Board.

Sandra Howe has been a director of Minim since December 2020. Since March 2022, she has served as a director of SQUAN Holding Corporation, a portfolio company of RFE Investment Partners. From 2018 to 2020, Ms. Howe served as the EVP and President, Americas for Technetix. From 2009 to 2013, Ms. Howe served in senior executive roles at ARRIS (ACQ: CommScope). From 1999 to 2009, Ms. Howe served in business development leadership roles at Cisco. Since January 2019, Ms. Howe has served as a director of NCTA - The Internet &

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Television Association. Since January 2010, she has served as a director and chair of the Women in Cable Telecommunications (WICT) Global Board. Ms. Howe received a B.S. degree from Pennsylvania State University. Ms. Howe’s experience as an executive and in the technology, telecommunications, and consumer products industries qualifies her to serve on the Minim Board.

Board of Directors’ Meetings, Structure and Committees

The Board of Directors held 29 regular and special meetings during the year ended December 31, 2021. Each director attended at least 75% of the meetings of the Board of Directors and each Committee on which she or he served. All of Minim’s directors are encouraged to attend Minim’s Annual Meeting of stockholders. There were three directors in attendance at the 2021 Annual Meeting. In 2021, the Audit Committee met 7 times; the Compensation Committee met 5 times; the Nominating and Corporate Governance Committee met 4 times and the Cybersecurity and Privacy Committee met 4 times.

Standing committees of the Board of Directors include an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Cybersecurity and Privacy Committee. As of April 11, 2022, the members of each Committee is as follows:

•	Audit Committee members were Mr. Aronoff, Mr. Frank, and Mr. Horowitz with Mr. Frank presiding as Chair;

•	Compensation Committee members were Mr. Aronoff and Ms. Howe with Mr. Aronoff presiding as Chair;

•	Nominating and Corporate Governance Committee members were Ms. Howe, Mr. Artusi, and Mr. Horowitz with Mr. Horowitz presiding as Chair; and

•	Cybersecurity and Privacy Committee members were Ms. Hitchcock, Mr. Aronoff, and Mr. Hitchcock with Ms. Hitchcock presiding as Chair.

The Board of Directors’ Role in Risk Oversight. The Board of Directors oversees our risk management process. This oversight is primarily accomplished through the Board of Directors’ committees and management’s reporting processes, including receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial and strategic risks. The Audit Committee focuses on risks related to accounting, internal controls, and financial and tax reporting and related party transactions. The Audit Committee also assesses economic and business risks and monitors compliance with ethical standards. The Compensation Committee is tasked with identifying and overseeing risks associated with our executive compensation policies and practices. The Nominating and Corporate Governance Committee oversees compliance by the Board of Directors and its Committees with applicable laws and regulations, and conducts annual review on succession planning. The Cybersecurity and Privacy Committee oversees the quality and effectiveness of the Company’s information security team, and policies and procedures with respect to its information technology systems. The Cybersecurity and Privacy Committee also oversees the quality and effectiveness of the Company's policies and procedures with respect to its information technology systems, including but not limited to the way in which the Company ensures it meets its privacy obligations to its customers and relevant third parties. .

Director Independence. The Board of Directors has reviewed the qualifications of Ms. Howe , Mr. Aronoff, Mr. Artusi, Mr. Frank and Mr. Horowitz and has determined that each of those individuals is “independent” as such term is defined under the current listing standards of the Nasdaq Stock Market. In addition, each member of the Audit Committee is independent as required under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has determined that Mr. Frank meets the requirement of “audit committee financial expert” within the meaning of the SEC’s regulation.

Structure of the Board of Directors. The Company’s governance framework provides the Board with the authority and flexibility necessary to select the appropriate leadership structure for the Board. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. The Company’s current governance structure provides for the separation of the Board chairman and chief executive officer roles. Mr. Hitchcock serves as the Chairman of the Board of Directors. Mr. Chynoweth serves as Chief Executive Officer of the Company. The Board of Directors has not designated a lead independent director. The Board retains the authority to modify the foregoing leadership structure.

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Executive Officers

The names and biographical information of our current executive officers, not otherwise listed among the directors of the Company, are set forth below. Each of our executive officers is chosen by the Board and holds his or her office until his or her successors shall have been duly chosen and qualified, or until his or her death, resignation or removal by the Board.

Name	Age	Position with Minim
Mehul Patel	45	Chief Financial Officer
Nicole Zheng	37	President and Chief Marketing Officer
John Lauten	55	Chief Operating Officer

Mehul Patel joined Minim in March 2022 as Chief Financial Officer. Prior to joining Minim, Mr. Patel was the Vice President, Supply Chain Finance & Transformation, for Verifone from 2020 to 2022. From 2002 to 2018, Mr. Patel held the position of Finance Director for the Telecom Consumer Premise Equipment (CPE) business unit at Motorola, where he was responsible for P&L and financial operations for over a billion dollars in revenue worldwide. During his 18 years at Motorola, he was a part of six acquisitions and saw the company’s name change from Motorola Home to Motorola Mobility, a Google Company, to ARRIS and in 2019 to CommScope. Patel earned a Bachelor of Science (BS) degree in accounting with a concentration in management information systems (MIS) from The Pennsylvania State University.

Nicole Zheng joined the Company in December 2020 following the merger of Cadence Connectivity, Inc. with the Company. Ms. Zheng was a co-founder of Cadence Connectivity, Inc. and had been the Chief Marketing Officer and Chief Product Officer of Cadence Connectivity, Inc., since April 2018 until Cadence Connectivity, Inc.’s merger with the Company. Ms. Zheng was recognized in Entrepreneur as a Top Female Founder in the United States in July 2020. Prior to Cadence Connectivity, Inc., she was the Chief Marketing Officer at Antidote Technologies from April 2017 to April 2018, and at OnSIP from February 2010 to April 2017. She has served as Advising CMO to quantum networking company Aliro Technologies since October 2020 and previously as a board member of Alliance of Channel Women, a nonprofit on a mission to advance careers for women in the telecom and broadband services sector, from January 2013 to November 2016. Ms. Zheng holds a B.S. in Materials Science Engineering and B.S. in Engineering and Public Policy from Carnegie Mellon University, as well as business certifications from The Wharton School Online.

John Lauten, our Chief Operating Officer, joined Minim in 2019 as Senior Vice President of Operations. Mr. Lauten has extensive experience in consumer electronic and technology manufacturing companies. Prior to joining Minim, he served as Chief Operating Officer for Skully Technologies from May 2017, where he led a wearable augmented reality technology company turn-around for new investors. He provided operations and strategy consulting to technology companies as a Partner at TechCXO from March 2016 to June 2017 and from June 2019 to November 2019, Mr. Lauten served as Vice President of Business Development and Strategy at Fox Factory, a leading automotive suspension manufacturer from October 2013, where he worked on five international acquisitions as part of a CEO and Board led expansion initiative. He previously served as the Director of North American Supply Chain Management at Cisco System, Inc. from 2009, and as Head of Global Customer Operations at Scientific- Atlanta from 2003 through 2009. Prior to that he held various finance and operations positions at Scientific-Atlanta and financial roles at Northern Telecom. Mr. Lauten earned a BA degree in Business Administration/Marketing from Texas Christian University and an MBA degree from the University of Texas at Austin, McCombs School of Business with a concentration in Finance.

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AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee with respect to the Company’s audited consolidated financial statements for the year ended December 31, 2021. The information contained in this report is not soliciting material, is not deemed filed with the Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation of this proxy statement by reference.

The Audit Committee has reviewed and discussed with management Minim’s audited financial statements for the year ended December 31, 2021. The Audit Committee has also discussed with RSM US LLP, Minim’s independent registered public accounting firm for the year ended December 31, 2021, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee. The Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with RSM US LLP that firm’s independence. The Audit Committee has reviewed the independent auditors’ fees for audit and non-audit services for the fiscal year ended December 31, 2021.

Based on its review and discussions of the foregoing, the Audit Committee recommended to the Board of Directors that Minim’s audited financial statements for 2021 be included in Minim’s Annual Report on Form 10-K for the year ended December 31, 2021.

			Audit Committee:
			Philip Frank, Chair
			David Aronoff
			Joshua Horowitz

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Cadence Connectivity, Inc. Merger

On November 12, 2020, the Company entered into a merger agreement pursuant to which the Company and Cadence Connectivity, Inc. merged and combined their businesses. Cadence Connectivity, Inc. offers a cloud WiFi management platform that enables and secures a better-connected home by providing AI-driven WiFi management and IoT security platform for homes, SMBs, and broadband service providers. Mr. Hitchcock was Chairman and, together with Ms. Hitchcock, a controlling stockholder of Cadence Connectivity, Inc. Prior to the merger, the Company had licensed Cadence Connectivity, Inc. software products and, upon completion of the merger, the Company expected to integrate not only the Cadence Connectivity, Inc. software with the Company’s hardware products but also to combine Cadence Connectivity, Inc.’s business-to-business sales channels with the Company’s retail channels. Except as otherwise disclosed in this Proxy Statement, Mr. and Ms. Hitchcock did not receive any consideration or financial benefits from the merger different than the other stockholders of Cadence Connectivity, Inc. Immediately prior to execution of the merger agreement, Mr. and Ms. Hitchcock were, through investment vehicles jointly beneficially owned by them, the majority stockholders of both the Company and Cadence Connectivity, Inc.

Cadence Connectivity, Inc. Relationship

The Company’s subsidiary, Cadence Connectivity, Inc., leases office space located at the 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement is effective from August 1, 2019 to July 31, 2021 and provides for 2,656 square feet at an aggregate annual rental price of $30,000. For the period from October 9, 2020 to December 31, 2020, the rent expense was $6,800.

2020 Private Placement

On May 26, 2020, the Company entered into a Stock Purchase Agreement (the “2020 Stock Purchase Agreement”) with certain accredited investors, including certain independent investment funds, members of the Company’s management and its Board of Directors, and certain co-founders of the Company, in a private placement (the “2020 Private Placement”) pursuant to which the Company sold an aggregate of 2,237,103 shares of Common Stock, par value $0.01 per share, at a purchase price of $1.52 per share. Zulu and Palm Fund each purchased 822,368 shares for $1.25 million. Mr. Horowitz is a portfolio manager at the Palm Fund, which served as the lead investor in the 2020 Private Placement. The gross proceeds to the Company at the closing of the 2020 Private Placement were approximately $3.4 million. In connection with the 2020 Private Placement, Mr. Allen and Mr. Horowitz were appointed as members of the Board. Mr. Allen no longer serves on the Board of Directors. Pursuant to the 2020 Purchase Agreement, Palm Fund has the right to appoint replacements for Mr. Horowitz in the event of his resignation and to request that its designees be appointed to each committee of the Board of Directors to the extent approved by an affirmative vote of a majority of the Board of Directors of the Company and as otherwise permitted by applicable SEC and stock market requirements; such Board and committee designation right will terminate upon Palm Fund ceasing to own at least 5% of the Company’s Common Stock, as calculated for purposes of Section 13(d) of the Exchange Act. Also pursuant to the 2020 Purchase Agreement, Palm Fund entered into a standstill covenant for a period ending not later than the earliest to occur of five years after the date of completion of the 2020 Private Placement and two years after Mr. Horowitz or the Palm Fund designee who succeeds him no longer serves on the Board of Directors of the Company.

2019 Private Placement

On May 3, 2019, the Company entered into a Stock Purchase Agreement (the “2019 Stock Purchase Agreement”) with certain accredited investors, including, among others, Zulu and Palm Fund, in a private placement (the “2019 Private Placement”) pursuant to which the Company sold an aggregate of 4,545,455 shares of our Common Stock at a purchase price of $1.10 per share. In connection with the 2019 Private Placement, Mr. Jeremy Hitchcock and Mr. Jonathan Seelig were appointed as members of the Board of Directors of the Company. In the event that Mr. Hitchcock or Mr. Seelig resigns or is removed from the Board, Zulu will have the right to designate a replacement director for each of them pursuant to the terms of the 2019 Stock Purchase Agreement. The board designation rights will terminate upon Zulu ceasing to own at least 8% of the Company’s Common Stock on a fully diluted basis. For a period of 30 months following the date of the 2019 Stock Purchase Agreement, Zulu will have the right to participate in any subsequent financing in an amount necessary to maintain Zulu’s pro rata ownership of

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the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in any such subsequent financing. Mr. Seelig resigned as a member of the Board in July 2020 and his board position remained vacant until the reconstituted board of directors following the merger between the Company and Cadence Connectivity, Inc. in December 2020.

Policies and Procedures Regarding Review, Approval or Ratification of Related Person Transactions

In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing the Company’s related party transaction policy and review and oversee all transactions between the Company and a related person for which review or oversight is required by applicable law or that are required to be disclosed in the Company’s financial statements or SEC filings.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of April 11, 2022 by (i) each person who is known by the Company to own beneficially more than five percent of the Company’s outstanding Common Stock, (ii) each of the Company’s directors and named executive officers, as listed below in the Summary Compensation Table under the heading “Executive Compensation,” and (iii) all of the Company’s current directors and executive officers as a group.

On April 11, 2022, there were 46,075,817 issued and outstanding shares of Company Common Stock. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to the shares listed. The information contained in this table is based upon information received from or on behalf of the named individuals or from publicly available information and filings by or on behalf of those persons with the SEC.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽¹³⁾	% of Common Stock Outstanding
5% or Greater Stockholders:

Zulu Holdings LLC⁽²⁾ 848 Elm Street, 2nd Floor Manchester, NH 03101	15,696,184	34.1

Directors and Named Executive Officers:
David Aronoff⁽³⁾	1,590,987	3.5
Daniel Artusi⁽⁴⁾	19,225	*
Graham Chynoweth⁽⁵⁾	1,211,755	2.6
Philip Frank⁽⁶⁾	75,000	*
Elizabeth Hitchcock⁽⁷⁾	17,819,529	38.6
Jeremy Hitchcock⁽⁷⁾	17,819,529	38.6
Sandra Howe	—	—
Joshua Horowitz⁽⁸⁾	1,316,275	2.9
Nicole Zheng⁽⁹⁾	297,334	*
John Lauten⁽¹⁰⁾	53,000	*
Mehul Patel	—	*
Sean Doherty⁽¹¹⁾	202,488	*
All directors and executive officers as a group (11 persons)⁽¹²⁾	22,585,594	48.5

*	Less than one percent of shares outstanding.

(1)	Unless otherwise noted: (i) each person identified possesses sole voting and investment power over the shares listed; and (ii) the address of each person identified is c/o Minim, Inc., 848 Elm Street, New Hampshire, 03101.

(2)

Information is based on a Schedule 13D/A filed as of December 8, 2020, by Jeremy Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), HCP and Zulu. The 15,696,184 shares are held of record by Zulu. HCP may be deemed the beneficial owner of the shares as a beneficial owner of the Common Stock held by Zulu through its ownership of Zulu. As the manager of Zulu, Orbit may be deemed the beneficial owner of the Common Stock held by Zulu. As the co-managers of Orbit and HCP, each of Mr. and Ms. Hitchcock may be deemed the beneficial owner of the Common Stock held by Zulu.

(3)	Consists of shares of Common Stock held by Flybridge Capital Partners, of which Mr. Aronoff is a General Partner.

(4)	Includes 19,225 shares that Mr. Artusi has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022.

(5)	Includes 43,959 shares that Mr. Chynoweth has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022.

(6)	Includes 45,000 shares that Mr. Frank has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022.

(7)

Mr. and Ms. Hitchcock may be deemed to share beneficial ownership of all shares of the Company owned by either of them or investment vehicles, including Zulu, owned by either of them. Includes 52,500 shares that Mr. Hitchcock has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after April 11, 2022.

(8)

Consists of shares of Common Stock held by Palm Global Small Cap Master Fund LP (“Palm Global”). Mr. Horowitz is a Portfolio Manager with Palm Management (US) LLC, which provides investment management services to Palm Global. Includes 53,000 shares that Mr. Horowitz has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022.

(9)	Includes 78,194 shares that Ms. Zheng has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022.

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(10)	Includes 53,000 shares that Mr. Lauten has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022.

(11)

Mr. Doherty resigned from the Company effective as of March 21, 2022. Under Mr. Doherty’s Transition and Separation Agreement, dated December 21, 2021, Mr. Doherty’s outstanding stock options fully vested as of his separation date. Mr. Doherty has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022, 180,238 shares.

(12)	Includes an aggregate of 494,616 shares that the current directors and executive officers have the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 11, 2022.

(13)	The amount of beneficial ownership does not include restricted stock units granted under the 2021 Omnibus Incentive Compensation Plan and 2021 Non-Employee Directors Compensation Plan.

Change of Control

According to Amendment No. 11 to Schedule 13D (“Amendment No. 8”) filed by Mr. and Ms. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (an investment vehicle of which Mr. and Ms. Hitchcock are the ultimate beneficial owners), Hitchcock Capital Partners, LLC (an investment vehicle of which Mr. and Ms. Hitchcock are the ultimate beneficial owners) and Zulu Holdings LLC (“Zulu”) of which Mr. and Ms. Hitchcock are the ultimate beneficial owners, with the Securities and Exchange Commission (the “SEC”), on October 13, 2020, Zulu entered into a stock purchase agreement with Frank B. Manning, Terry Manning, Rebecca Manning, Peter R. Kramer, Bruce M. Kramer, the Bruce M. Kramer Living Trust under agreement dated July 31, 1996, Elizabeth T. Folsom, and Joseph Donovan pursuant to which Zulu purchased an aggregate of 3,543,894 shares of common stock of the Company from the sellers at a purchase price of $2.50 per share. Amendment No. 11 states that the total purchase price of $8,859,735.00 was payable as follows: $2,657,920.50 in cash at closing, and $6,201,814.50 by delivery of a promissory note to the Sellers, secured by a personal guaranty of Mr. Hitchcock. It states also that the funds used to pay the cash portion of the purchase price for the Common Stock came from the working capital of Hitchcock Capital Partners, LLC, an investment vehicle of Mr. and Ms. Hitchcock (“HCP”), and that Zulu anticipates that the cash required to pay the note issued to the sellers of the Common Stock will also come from the working capital of HCP. Mr. Frank B. Manning is the former Chief Executive Officer of the Company. Mr. Frank B. Manning, Mr. Peter R. Kramer, and Mr. Joseph Donovan, who were then directors of the Company, resigned from the Company’s Board of Directors and their positions on Board committees in connection with the transaction. Amendment No. 11 states that the stock purchase agreement for the transaction also includes the following provisions:

•	an agreement by Frank B. Manning, Peter R. Kramer and Joseph Donovan to resign from the Company’s Board of Directors and any other position they hold with the Company, effective as of the closing of the purchase of the shares;

•

an agreement by each of the sellers, for a period of two years from the closing of the purchase of the shares (or, if earlier, Zulu’s failure to make timely payments for the shares), not to, without the prior written consent of Zulu: (a) acquire in any manner any securities of the Company (other than by exercise of stock options held by the sellers); (b) solicit proxies or seek to influence any person or entity regarding the voting of any securities of the Company; (c) publicly announce or propose any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its securities or material assets; (d) form, join or in any way participate in a group in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the foregoing events; or (g) publicly request Zulu to amend or waive any of the foregoing restrictions;

•	mutual non-disparagement undertakings by the sellers, Zulu and Mr. Hitchcock, for a period of three years from the closing of the purchase of the shares (or, in the case of the Sellers’ obligations, if earlier, Zulu’s failure to make timely payments for the shares); and

•	mutual general releases by the Sellers of Zulu and Mr. Hitchcock, and by Zulu and Mr. Hitchcock of the Sellers.

Amendment No. 11 reports that, as a result of the transaction, Mr. and Ms. Hitchcock, together with the investment vehicles through which they effected the transaction, then beneficially owned 12,439,342 shares, or 51.8%, of the Company’s Common Stock of the Company. The transaction constituted a change of control of the Company. Amendment No. 8 is incorporated herein by reference.

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As of October 9, 2020, the Company entered into a Standstill and Voting Agreement (the “Standstill Agreement”) with Zulu and Mr. Hitchcock. Mr. Hitchcock and Zulu, which is an entity controlled by Mr. and Ms. Hitchcock. Pursuant to the terms of the Standstill Agreement, each of Zulu, Mr. Hitchcock and their controlled affiliates (the “Restricted Parties”) have agreed not to effect any (a) transaction involving the Company and any Restricted Party, in which any Restricted Party would have a material interest different from stockholders of the Company generally, (b) purchase of more than 10% of the then total number of shares of outstanding Company common stock, and (c) sale, transfer or other disposition of Company common stock to a third party that would result in such third party beneficially owning more than 20.0% of the Company’s outstanding common stock immediately after giving effect to such transaction. The duration of the “Standstill Period” lasts through the earlier of: (i) such time as the Restricted Parties beneficially own less than 45.0% of the outstanding common stock of the Company, and (ii) the third anniversary of the date of the Standstill Agreement.

According to Amendment No. 8 to Schedule 13D (“Amendment No. 3”) filed by Mr. and Ms. Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu, on July 31, 2020, Zulu Holdings LLC (“Zulu”), which is ultimately beneficially owned by Mr. and Ms. Hitchcock, entered into a Stock Purchase Agreement with James E. Besser, Morgan C. Frank, Manchester Management Company, LLC, Manchester Explorer, L.P., and JEB Partners, L.P. pursuant to which Zulu purchased an aggregate of 4,285,717 shares of Common Stock from the sellers at a purchase price of $1.95 per share. The purchase closed on August 4, 2020. The funds used to purchase the common stock came from working capital of HCP. Amendment No. 8 reports that, upon completion of the transaction, Mr. and Ms. Hitchcock, together with the investment vehicles through which they effected the transaction, then beneficially owned 8,835,358 shares, or 37.3%, of the Company’s Common Stock. The transaction pursuant may be deemed to constitute a change of control of the Company. The disclosure set forth in Amendment No. 8 is incorporated herein by reference.

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EXECUTIVE COMPENSATION

2021 Summary Compensation Table

The following Summary Compensation Table sets forth the total compensation paid or accrued for the fiscal years ended December 31, 2021 and December 31, 2020 for our principal executive officer and the two other most highly compensated executive officers who were serving as executive officers as of December 31, 2021. The table also includes Jeremy Hitchcock, Frank B. Manning and Joseph L. Wytanis who served as principal executive officers during portions of fiscal year 2020 in addition to our current Chief Executive Officer, Graham Chynoweth, and Jacqueline Barry Hamilton who served as Acting Chief Financial Officer and Chief Financial Officer, during fiscal year 2020 and would otherwise have been included in the table but for the fact that she was not acting as an executive officer on December 31, 2020. We refer to these officers as our named executive officers.

Graham Chynoweth,

Chief Executive Officer

2021

$250,000

$52,629

SEC Form DEF 14A filed by Minim Inc.