SEC Form SC 13D/A filed by Minim Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 21)*

Minim, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60365W102

(CUSIP Number)

Megan Ward
Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101
(603) 943-0020

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2023

(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 Rule 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).

SCHEDULE 13D

CUSIP No. 60365W102

SCHEDULE 13D

CUSIP No. 60365W102

SCHEDULE 13D

CUSIP No. 60365W102

SCHEDULE 13D

CUSIP No. 60365W102

SCHEDULE 13D

CUSIP No. 60365W102

Amendment No. 21 to Schedule 13D

This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu Holdings LLC (“Zulu”), and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP and Zulu.

This Amendment further amends the Schedule 13D filed on May 3, 2019, and Amendments 1 through 20 that have been filed with respect thereto (collectively, the “Schedule 13D”).

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended hereby.

Item 4 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 4:

On September 29, 2023, Elizabeth C. Hitchcock resigned as a director of the Issuer. Mrs. Hitchcock had previously served on the Cybersecurity and Privacy Committee of the Board and by resigning as director, Mrs. Hitchcock also resigned from such Committee, as reported in Item 5.02 of the Issuer’s Current Report on Form 8-K filed with the SEC on September 22, 2023, which is incorporated herein by reference.

On September 29, 2023, the Issuer entered into a non-binding letter of intent (the “Letter”) with a third party to purchase from the Issuer $2.4 million of convertible preferred stock and warrants, which, on a fully-diluted basis, would constitute a majority of the Issuer’s outstanding common stock and the proceeds of which would be used for the settlement of liabilities of the Company and its subsidiaries. The Letter provides that, upon closing of the transaction contemplated by the Letter, the third party and its nominees would be appointed to the Issuer’s Board of Directors and constitute at least a majority of it, and the third party would be engaged as CEO of the Issuer. The Letter may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the disposition of securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the Nasdaq and other material changes in the Issuer’s business or corporate structure. No assurance can be given that a definitive agreement will be reached or that the transaction contemplated by the Letter will be consummated. Each of the Issuer and the third party reserves the right to modify or withdraw the Agreement at any time.

The information set forth in Item 4 is incorporated herein by reference.

Signature

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

8