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. 23)*

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)

December 28, 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

SCHEDULE 13D

CUSIP No. 60365W102

Amendment No. 22 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”), Slingshot Capital, LLC (“Slingshot”) 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, Zulu and Slingshot.

This Amendment further amends the Schedule 13D filed on May 3, 2019, and Amendments 1 through 22 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 December 28, 2023, the Issuer, Mr. David Elliot Lazer, an individual (the “Proxy”), and each of Mr. Jeremy P. Hitchcock, an individual, Orbit Group LLC, Hitchcock Capital Partners, LLC, Zulu Holdings, LLC, Slingshot Capital, LLC, affiliates of Jeremy Hitchcock, and Elizabeth Cash Hitchcock, an individual (the “Stockholders”), entered into a Voting Agreement (the “Voting Agreement”) with respect to a proposed securities purchase agreement (the “SPA”) under negotiation by the Issuer and the Proxy for the sale of shares of a newly designated series of convertible preferred stock of the Issuer. Upon execution of the Voting Agreement, it will be placed in escrow with counsel to the Proxy, until the complete execution and effectiveness of the SPA by the Issuer and the Proxy, at which time the Voting Agreement will be released from escrow to the benefit of the Proxy (the “Proxy Effective Date”).

Upon and following the Proxy 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 signature date, 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 Proxy with respect to any and all matters concerning a shareholder vote with respect to actions to be taken pursuant to the proposed terms of the draft 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 Proxy. The Stockholders agree and covenant that at any meeting of the shareholders of the Issuer and/ or in connection with any corporate action by the shareholders of the Issuer, all of his/her/its respective shares of the Proxy Shares will be voted by the Proxy in the manner and to the effect determined by the Proxy in his discretion with respect to actions proposed to be taken pursuant to the terms of the draft SPA.

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, disclaim the formation of a group with David Elliot Lazar, an individual and of any shared beneficial ownership with him.

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

On December 28, 2023, the board elected David Lazar, Matt McMurdo, and Avraham Ben-Tzi to the board of directors of the Issuer.

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.

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